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宁波精达: 上海市广发律师事务所关于《宁波精达成形装备股份有限公司收购报告书》的法律意见
Zheng Quan Zhi Xing· 2025-06-10 10:39
Core Viewpoint - The legal opinion regarding the acquisition of Ningbo Jingda Forming Equipment Co., Ltd. by Ningbo Forming Holdings Co., Ltd. outlines the compliance with relevant laws and regulations, confirming the legitimacy of the acquisition process and the qualifications of the acquiring party [1][2][3]. Group 1: Acquiring Party Information - Ningbo Forming Holdings Co., Ltd. was established on January 23, 1995, with a registered capital of 5 million RMB, and operates as a limited liability company [4][5]. - The company is a wholly state-owned limited liability company, with its controlling shareholder being Ningbo Tongshang, which is supervised by the Ningbo Municipal Government's State-owned Assets Supervision and Administration Commission [5][6]. Group 2: Financial Status - As of December 31, 2024, Ningbo Forming's total assets amounted to 22,495.23 million RMB, with net assets of 22,492.73 million RMB and a debt-to-asset ratio of 0.01% [16][17]. - The company reported a net profit of 3,725.80 million RMB for the fiscal year 2024, with a return on net assets of 16.56% [17]. Group 3: Legal Compliance and History - The legal opinion confirms that Ningbo Forming has not faced any bankruptcy, dissolution, or closure orders as per relevant laws and regulations [5]. - The company has been publicly reprimanded by the Shanghai Stock Exchange for previous violations related to the transfer of control of Ningbo Jingda, but there have been no administrative penalties or criminal charges in the last five years [18][19][24]. Group 4: Management Team - The current management team includes Li Hengsheng as Chairman and General Manager, with other key personnel being Hu Liyi, Zhou Zhi, Yang Jian, Zhao Yingqi, and Zheng Bing, all of whom have no criminal records or significant legal issues in the past five years [24]. Group 5: Shareholding Structure - As of the date of the legal opinion, Ningbo Forming does not hold 5% or more of shares in any other listed companies, while its controlling shareholder, Ningbo Tongshang, does hold significant stakes in other companies [25][26].
宁波精达: 申万宏源证券承销保荐有限责任公司关于宁波精达成形装备股份有限公司收购报告书之财务顾问报告
Zheng Quan Zhi Xing· 2025-06-10 10:28
之 财务顾问报告 财务顾问 二〇二五年六月 特别声明 申万宏源证券承销保荐有限责任公司 关于 宁波精达成形装备股份有限公司 收购报告书 本部分所述的词语或简称与本财务顾问报告"释义"部分所定义的词语或简称 具有相同的涵义。 本次收购系因收购人宁波成形控股有限公司认购宁波精达向其非公开发行的新 股,导致收购人持有宁波精达的股份的比例超过 30%。根据《证券法》、 《收购管理 办法》的规定,本次收购符合规定的免于发出要约收购申请的情形。本次收购后宁 波精达的控股股东和实际控制人不会发生变更,其控股股东仍为成形控股,实际控 制人仍为宁波市国资委。 申万宏源承销保荐接受收购人宁波成形控股有限公司的委托,担任本次免于发 出要约收购申请的财务顾问,依照相关法律法规规定,按照行业公认的业务标准、 道德规范,本着诚实信用和勤勉尽责的原则,在审慎调查的基础上出具财务顾问报 告。 本财务顾问报告不构成对宁波精达股票的任何投资建议,投资者根据本财务顾 问报告所做出的任何投资决策而产生的相应风险,本财务顾问不承担任何责任。本 财务顾问请广大投资者认真阅读本次收购各方发布的关于本次收购的相关公告。 本财务顾问依据的有关资料由收购人提供 ...
奥浦迈14.5亿元收购疑云:财务数据“打架” 标的实控人一致行动人认定存疑
Xin Lang Zheng Quan· 2025-06-10 07:25
Core Viewpoint - Aopu Mai is planning to acquire 100% of Chengli Bio for a combination of cash and stock, raising up to 730 million yuan, despite having significant cash reserves and a low debt ratio. The acquisition has raised concerns due to the presence of a dissenting independent director and discrepancies in valuation among different stakeholders [1][4][15]. Group 1: Acquisition Details - Aopu Mai intends to acquire Chengli Bio for a total valuation of 1.45 billion yuan, with a significant portion of the payment being in shares and cash [5][6]. - The acquisition involves 31 different counterparties, with notable discrepancies in the pricing offered to different stakeholders, leading to a "same stock different price" situation [6][8]. - Chengli Bio's financial performance has been declining, with projected net profit for 2024 expected to drop by 30% compared to the previous year [3][4]. Group 2: Financial Performance - Aopu Mai's revenue for 2023 and 2024 is reported at 243 million yuan and 297 million yuan, respectively, with year-on-year changes of -17.41% and +22.26% [2]. - The net profit for Aopu Mai has significantly decreased, with a drop of 48.72% in 2023 and 61.04% in 2024, leading to concerns about the necessity of the acquisition [2][3]. - Chengli Bio's revenue for 2022, 2023, and 2024 is reported at 256 million yuan, 318 million yuan, and 331 million yuan, respectively, with net profits of 57 million yuan, 65 million yuan, and 45 million yuan [3]. Group 3: Governance and Compliance Issues - An independent director, Tao Hua'an, voted against the acquisition, citing a lack of necessity for the merger at this stage, although specific reasons were not disclosed [4][5]. - Concerns have been raised regarding the relationship between the controlling shareholder of Chengli Bio and the largest stakeholder in the acquiring company, which may affect the compliance and governance of the transaction [10][13][14]. - The valuation discrepancies and the relationships among the stakeholders raise questions about the fairness and transparency of the acquisition process [8][13].
从全球第七到濒临破产,马瑞利的兴衰蜕变
Zhong Guo Qi Che Bao Wang· 2025-06-10 06:41
Core Viewpoint - Marelli Group, a key supplier for Nissan and Stellantis, is considering filing for bankruptcy protection in the U.S. to ensure business continuity amid stalled debt restructuring talks [2][5] Group 1: Company Background - Marelli Group was formed in 2019 through the merger of Nissan's supplier Calsonic Kansei and FCA's Magneti Marelli, creating a significant player in the automotive parts industry [3][4] - The combined revenue of Marelli and Calsonic Kansei before the merger was €14.6 billion, making it the seventh-largest automotive parts supplier globally [3] Group 2: Financial Struggles - Marelli has faced declining revenues, dropping from €10.4 billion in 2020 to significant losses, with a debt-to-equity ratio rising to 185% in 2024 [4][5] - The company is under severe financial pressure, with debts amounting to ¥650 billion (approximately $4.4 billion) and is negotiating with creditors to cover a ¥100 billion (approximately $670 million) operational funding gap [5][7] Group 3: Potential Acquisition - Indian supplier Motherson has made a bid to acquire Marelli, proposing to buy Marelli's debt at 20% of its face value while KKR would write off its equity [7][8] - If the acquisition proceeds, the combined entity would have an annual revenue exceeding $30 billion, potentially positioning it among the top ten global automotive parts suppliers [8]
Grab(GRAB.US)拟发行12.5亿美元可转换债券 引爆收购GoTo猜测浪潮
Zhi Tong Cai Jing· 2025-06-10 06:38
据报道,这些证券的票面利率为每年零至0.5%,每半年支付一次,转换溢价约为Grab周二收盘价的35% 至40%。 交易条款显示,除了可能的收购,Grab还表示计划回购部分股票,这可能有助于投资者在交易中进行初 步对冲。截至3月底,该公司的股票回购计划剩余2.74亿美元。从2028年中期开始,这些债券将在特定 条件下可赎回。 SGMC Capital Pte基金经理Mohit Mirpuri表示:"这笔交易可能会吸引可转换债券交易员,但对长期投资 者来说,它带来的疑问多于答案。除非存在战略性收购,否则很难证明增加资本成本是合理的。" 摩根士丹利、汇丰控股和摩根大通是此次交易的联合全球协调人。 Grab Holdings(GRAB.US)宣布计划发行12.5亿美元的可转换债券,引发外界猜测该公司正在收购竞争对 手GoTo Group,后者是东南亚快递和运输提供商。 周二,GoTo在雅加达股市的股价一度上涨6.6%。此前,总部位于新加坡的Grab表示,将发行2030年6月 到期的可转换债券,部分目的是为潜在的收购提供资金。Grab的打车和送餐应用在东南亚随处可见。 尽管Grab周一发布了一份单独的声明,称目前尚未就 ...
Regarding the New Wording of Draft Resolutions for the General Meeting of Shareholders Convened on 30 June 2025
Globenewswire· 2025-06-10 05:33
AB PST Group (hereinafter, the “Company”), taking into consideration that: (i) at the extraordinary general meeting of shareholders of the Company, to be held at 10:00 a.m. on 30 June 2025, being convened at the initiative and decision of the Board of the Company, it is intended to consider the issue to delist all the outstanding shares of the Company from trading on the regulated market AB Nasdaq Vilnius (hereinafter, the “Meeting”); (ii) in its notification about the intention to delist the shares of the ...
玉米日报-20250610
Jian Xin Qi Huo· 2025-06-10 02:29
行业 玉米日报 日期 2025 年 06 月 10 日 021-60635740 linzhenlei@ccb.ccbfutures.com 期货从业资格号:F3055047 021-60635732 yulanlan@ccb.ccbfutures.com 期货从业资格号:F0301101 021-60635727 wanghaifeng@ccb.ccbfutures.com 期货从业资格号:F0230741 021-60635572 hongchenliang@ccb.ccbfutures.co m 期货从业资格号:F3076808 021-60635570 期货从业资格号:F03094925 农业产品研究团队 研究员:林贞磊 研究员:余兰兰 研究员:王海峰 研究员:洪辰亮 研究员:刘悠然 liuyouran@ccb.ccbfutures.com 请阅读正文后的声明 #summary# 每日报告 一、行情回顾与操作建议 数据来源:wind,建信期货研究中心 玉米行情: 期货方面,9 日,玉米主力 2507 合约小幅高开后震荡走高,尾盘收阳,最高 2361 吨,最低 2338 吨,收盘报 2357 吨,较上一 ...
华尔街到陆家嘴精选丨大摩预警美元会暴跌!花旗:美股可逢低买入!高通缘何高价收购芯片公司Alphawave?数据标注巨头Scale AI有多吸引人?
Di Yi Cai Jing Zi Xun· 2025-06-10 00:58
Group 1: Tax Legislation and Corporate Response - Approximately 70 multinational company executives gathered in Washington to lobby against Section 899 of the "Big Beautiful" tax bill, which would impose additional taxes on companies from "tax policy punitive" countries, affecting most EU countries, the UK, Australia, and Canada [1] - Nearly 200 foreign companies operating in the U.S., including Shell, Toyota, SAP, and LVMH, expressed concerns over the potential impact of this tax, which could threaten 8.4 million jobs in the U.S. [1] - The tax provision is projected to raise $116 billion for the U.S. over the next decade, but the overall tax bill is expected to increase the national debt by $2.4 trillion by 2034 [1] Group 2: Market Outlook and Currency Trends - Morgan Stanley warned that the U.S. dollar could depreciate by 9% over the next year due to anticipated interest rate cuts by the Federal Reserve, potentially reaching levels not seen since the onset of the pandemic [3] - The dollar index has already fallen nearly 10% since its peak in January, with expectations that a weaker dollar will strengthen safe-haven currencies like the euro and yen [3] - The recent decline in the dollar index below 99 is attributed to easing inflation concerns and rising expectations for rate cuts, with limited factors supporting a dollar rebound [4] Group 3: Corporate Acquisitions and Strategic Moves - Qualcomm announced the acquisition of UK semiconductor company Alphawave for approximately $2.4 billion, representing a 96% premium over Alphawave's pre-announcement closing price [6] - This acquisition is seen as strategically significant for Qualcomm, enhancing its capabilities in data center and AI sectors, despite the high valuation compared to public market levels [6] - Meta is reportedly negotiating a multi-billion dollar investment in AI data labeling company Scale AI, which could become one of the largest private financings in history, aimed at bolstering Meta's competitive position in AI [8] Group 4: AI Industry Developments - Scale AI, valued at $14 billion with projected revenues of $2 billion by 2025, is expanding its services from traditional data labeling to specialized fields like healthcare and law [8] - The investment from Meta is expected to enhance Scale AI's market position and assist Meta in catching up with competitors like Google and OpenAI in the AI space [9] - The demand for high-quality data is critical in the AI era, with well-analyzed data being viewed as a valuable asset, indicating strong growth potential in the AI sector [9]
邦基科技大手笔收购能否止跌?
Qi Lu Wan Bao· 2025-06-09 23:36
Company Overview - Shandong Bangji Technology Co., Ltd. is planning to acquire 100% equity of six companies, including Shandong Beixi Agricultural Co., Ltd. and Ruidong Agricultural (Shandong) Co., Ltd., along with 80% of the equity of Paistong Livestock Technology Consulting (Shanghai) Co., Ltd. through a combination of share issuance and cash payment [1] - The company was established in April 2007 and is based in Zibo High-tech Zone, specializing in providing professional products for modern breeding farms, including pig premix, concentrated feed, and complete feed [1] Financial Performance - In the years 2022 to 2024, the company reported revenues of 1.658 billion, 1.647 billion, and 2.542 billion respectively, while net profits were 120 million, 83.89 million, and 50.13 million respectively [1] - The company has experienced a situation of "increased revenue but decreased profit" in recent years, attributed to low capacity utilization rates and increased fixed costs due to the gradual production of fundraising projects [1] Industry Context - The feed industry is maturing, with large feed companies extending their industrial chains through alliances and mergers, while some companies are penetrating downstream into the breeding industry [2] - The company is adapting to industry changes by adjusting its business strategy and expanding into new areas, including the acquisition of other feed companies [2] Strategic Moves - The planned acquisition marks the company's entry into the pig fattening industry, with the target company, Ruidong Agricultural, aiming to build modern American-style breeding bases with significant investment [3] - The company has also adjusted its fundraising projects to acquire stakes in other feed companies, indicating a strategic shift towards vertical integration [2] Recent Performance - In the first quarter of this year, the company achieved revenues of 1.076 billion, a year-on-year increase of 160.84%, and a net profit of 28 million, up 37.71%, indicating a recovery in performance [3] - The success of the upcoming acquisition, especially following the recovery of pig prices, will be crucial for the company's revenue growth [3]
迪士尼(DIS.N):根据合同评估程序,将向NBC环球额外支付4.387亿美元以获得Hulu股份,额外支付4.387亿美元将减少第三季度归属于迪士尼的净收入。
news flash· 2025-06-09 20:36
迪士尼(DIS.N):根据合同评估程序,将向NBC环球额外支付4.387亿美元以获得Hulu股份,额外支付 4.387亿美元将减少第三季度归属于迪士尼的净收入。 ...