7亿商誉已超公司营收三倍。 作者 | 萧瑟 编辑 | 小白 "并购是一门艺术"，此言不虚。 因为并购远不止是数字和条款的堆砌，其融合了估值博弈、规则周旋、时机把握等多重因素，每一步 都充满了不确定性与创造性。 就以思林杰（688115.SH）收购青岛科凯电子研究所股份有限公司（"科凯电子"）为例，这笔交易自 2024年9月起开始筹划， 至今共发布过6版交易草案、经历过3次交易所问询，前后拉扯了近一年时 间。 随着思林杰在7月31日披露最新交易方案及问询回复，这次漫长的并购迎来关键进展，今日我们便聚 焦于此。 失意者联盟 先来看并购方思林杰，2022年在科创板上市，主营工业自动化检测仪器，主要产品为嵌入式智能仪器 模块、机器视觉产品、自动化生产测试设备等，下游集中于消费电子产线。 其中嵌入式智能仪器模块的收入贡献超过50%，是思林杰的核心产品。 | | | | 主营业务分行业情况 | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | 营业收入比 | 营业成本比 | 毛利率比上 | | 分行业 | 营业收入 | 营业成本 | 毛利率(%) | ...

Financial Data and Key Metrics Changes - The company achieved record high EBITDA of $106 million in Q2 2025, with a last twelve months EBITDA of $344 million, benefiting from stable cash costs and higher gold prices [7][31] - Net revenues increased to $190 million in Q2 2025, reflecting a significant rise due to increased production and gold prices [31] - Net profit for the quarter was reported at $8 million, with adjusted net income reaching $37 million [9][33] Business Line Data and Key Metrics Changes - Gold equivalent production for Q2 was 64,000 ounces, an increase from 60,000 ounces in Q1 2025, and consistent with the same period last year [6][19] - Copper production contributed approximately 20% to revenues, with adjustments made for gold equivalent calculations based on copper sales [7][8] - The adjusted EBITDA contributions from various business units included Aranzazoo and Minos at $36 million and $34 million respectively, while Almas contributed $25 million [35] Market Data and Key Metrics Changes - The average gold price for the last twelve months was approximately $2,800, with current prices hovering around $3,400, indicating potential for further EBITDA improvement [7][31] - The company is experiencing stable all-in sustaining cash costs at BRL $1,449 million, consistent with previous quarters and last year when adjusted for constant prices [22][24] Company Strategy and Development Direction - The company is focused on three strategic avenues: delivering greenfield projects on time and budget, increasing exploration investments, and pursuing M&A opportunities [15][96] - Recent acquisitions include Bluestone and MSG, with plans to ramp up production at Borborema and Herradorada, expected to contribute significantly to future output [10][12] - The company aims to improve its market multiple by increasing production and addressing trading volume through its NASDAQ listing [13][100] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about production increases in the second half of the year, particularly with Borborema expected to reach commercial production by September [11][73] - The company is actively engaging with local communities and authorities in Guatemala to ensure smooth project development [44][47] - Management highlighted the importance of maintaining safety standards, with over 1,000 days without lost time incidents during construction [17] Other Important Information - The company announced a dividend of $0.33 per share, resulting in a last twelve months dividend yield of 7.4% [16] - The IPO on NASDAQ is seen as a strategic move to enhance liquidity and market presence [14][96] Q&A Session Summary Question: What is the timeline for the final investment decision between Matupa and Guatemala? - Management expects to make a decision by the end of the year, contingent on social licensing progress in Guatemala [44][49] Question: What are the first impressions from site visits to MSG and opportunities for improvement? - Initial assessments indicate potential for increased production and reduced costs through equipment upgrades and operational efficiencies [46][50] Question: Is there space for additional M&A given the stronger cash position? - The company remains open to M&A opportunities while focusing on current projects, with a cautious approach to ensure accretive acquisitions [54][60] Question: What is the expected production and sales level for Borborema in Q3 and Q4? - The company anticipates reaching around 80% capacity by September, with plans to achieve full capacity by the end of the year [71][73] Question: What is the cash impact from gold hedges in the coming quarters? - The company has hedged approximately 80% of projected production from Borborema, with varying impacts expected in the second semester [72][78]

Core Viewpoint - Despite macroeconomic headwinds, the M&A market continues to show resilience, with a significant increase in global M&A transaction volume in the first half of 2025, up by 29% year-on-year [1] Group 1: M&A Activity Trends - In the first half of 2025, the number of mega-deals (transactions over $10 billion) reached a historical high, driven by corporate focus on long-term growth and increased confidence from CEOs in operational investments and strategic mergers [2] - The Asia-Pacific region saw a notable increase in mega-deal activity, with transactions between $1 billion and $5 billion rising by 57% year-on-year, while the Americas and Europe, the Middle East, and Africa experienced increases of 42% and 9%, respectively [3] Group 2: Financial Institutions and Investment Behavior - Financial investment institutions are actively deploying capital, showing a cautious yet progressive investment approach amid macroeconomic uncertainties [4] - The role of financial investment institutions in supporting corporate development is becoming increasingly critical, with sustained high demand for key assets [5] Group 3: Corporate Strategies for Value Creation - Corporate spin-offs and organizational streamlining are essential strategies for unlocking shareholder value, particularly in a favorable interest rate environment and recovering stock markets [6] - In response to de-globalization trends, companies are simplifying their structures to mitigate risks and enhance value, with geopolitical tensions and regional regulatory differences driving businesses to reorganize by region [7] Group 4: Regional M&A Dynamics - The Asia-Pacific region is experiencing a dual acceleration in both cross-border and local M&A activities, as companies seek to diversify revenue sources and expand into high-growth emerging markets [8]

Financial Data and Key Metrics Changes - Consolidated reported sales growth was 3% or flat organic, with adjusted earnings per share at $1.93, exceeding original expectations [5][6] - Gross margins were pressured at 46.6%, down 170 basis points year over year, primarily due to foreign currency headwinds and inflation [19][20] - GAAP operating margin was 18.1%, with adjusted operating margin at 21.4%, down 200 basis points from the previous year [20] Business Line Data and Key Metrics Changes - Detection experienced mid single-digit organic growth driven by fixed and portable gas detection, growing 6% organically [8][10] - Fire Service organic sales declined mid single digits year over year, impacted by market dynamics surrounding NFPA standard changes [8][9] - Industrial PPE organic sales were down low single digits, with growth in fall protection offsetting declines in head protection and ballistic helmets [10][21] Market Data and Key Metrics Changes - In the Americas segment, sales increased 2% year over year, with double-digit growth in detection offset by declines in fire service and industrial PPE [21] - The International segment saw a 4% increase in sales on a reported basis, but a 4% decline on an organic basis due to lower volumes in fire service and detection [22] Company Strategy and Development Direction - The company continues to focus on its Accelerate strategy, emphasizing long-term value creation through organic growth, M&A, and cash returns to shareholders [10][13] - The acquisition of M and C Tech Group is expected to enhance fixed gas offerings and expand the total addressable market by $500 million [15][16] - The company is committed to investing in R&D to support new product development, with a focus on industrial safety technology [14][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the resilience of the business and its ability to navigate macro uncertainties, maintaining a low single-digit full-year organic growth outlook [25][26] - The timing of NFPA approval and AFG funding release will significantly impact fire service execution in the second half [26][60] - Management expects interest expense to be approximately $29 million to $32 million, including the acquisition [27] Other Important Information - Free cash flow was $38 million, representing 60% of earnings, with quarterly operating cash flow increasing more than 25% from the previous year [22][23] - The company returned over $50 million to shareholders through stock repurchases and dividends, marking the 55th consecutive year of increased annual dividends [17][24] Q&A Session Summary Question: Can you break out and quantify the growth between fixed gas, non-connected portables, and connected portables in the quarter? - Management indicated strong performance in detection, particularly in fixed gas and MSA Plus connected portables, with most growth coming from MSA Plus [32][36] Question: How have customers responded to pricing actions and what was the magnitude of those actions? - Management noted that pricing actions were taken to mitigate inflation and tariff impacts, with customers generally accepting these increases [45][48] Question: What percentage of the current pipeline consists of customers committed to purchasing before the new standard? - Management refrained from disclosing specific percentages but indicated a solid pipeline and readiness for both current and future customer needs [50][52] Question: What is the timing and disbursement of AFG funding? - Management confirmed that AFG funding is approved and expected to begin releasing in August [58] Question: How does the company view fourth-quarter seasonality? - Management expects the fourth quarter to remain strong, consistent with historical performance [60] Question: What elements of timing are being monitored around the new NFPA standard? - Management highlighted key milestones in the government approval process, with expectations for approval between now and early 2026 [74][78] Question: Is M and C Tech Group accretive to margins? - Management stated that M and C's margins are similar to MSA's overall margins, thus neutral on margins but accretive to EPS [86]

Group 1 - KKR is acquiring UK instrument giant Spectris for £4.2 billion, with a total enterprise value of £4.8 billion (approximately $6.4 billion) [1] - Spectris accepted KKR's offer of £41.75 per share, withdrawing support for Advent's previous offer of £41 per share [1] - Following the announcement, Spectris's stock rose by 1.7% in early trading [1] Group 2 - The acquisition battle for Spectris reflects a broader trend of increasing merger and acquisition activity in the European market, signaling positive changes [3] - The competition between private equity firms for Spectris has been ongoing for over a month, starting with Advent's initial bid in June [4] - The interest in high-quality UK assets is driven by relatively low valuation levels and a stable market environment, attracting international buyers [4] Group 3 - Despite challenges from U.S. tariff policies earlier in the year, the pace of acquisitions for UK companies has noticeably accelerated [4] - According to Dealogic, the global M&A market has rebounded strongly, with total transaction value reaching $2.6 trillion in the first seven months of the year, the highest since the peak during the pandemic in 2021 [4]

Group 1 - Danaher is recognized as a "king of mergers and acquisitions" with a remarkable track record of 400 acquisitions and a return of 1800 times over 40 years [2] - The company has evolved from a real estate trust to a diversified global corporation, focusing on healthcare and achieving a market value exceeding $200 billion [5][6] - Danaher has consistently outperformed major competitors, including Berkshire Hathaway, in stock performance over the past 40 years, delivering nearly 100,000% total shareholder return since its inception [9][8] Group 2 - The company has completed approximately 400 acquisitions, spending around $90 billion, and has created significant shareholder value, estimated at $250 billion when including spun-off companies [11][12] - Danaher’s operational management system, known as DBS, has been instrumental in enhancing the performance of acquired companies, leading to substantial improvements in profit margins [14][15] - The company has a strong track record of developing CEOs, with many former executives taking leadership roles in other major corporations [17][19] Group 3 - Danaher’s business model is characterized as a combination of a long-term acquisition fund and a management consulting firm, continuously evolving its business portfolio [22][23] - The company has strategically shifted its business focus over the decades, with significant changes in revenue composition, particularly towards life sciences and diagnostics [25][26] - Financial metrics have shown consistent improvement, with revenue growing from under $1 billion in 1990 to approximately $31.5 billion in 2022, reflecting a compound annual growth rate of about 12% [27][28]

Financial Data and Key Metrics Changes - The company generated over $126 million in free cash flow for the quarter, marking the 22nd consecutive quarter of positive free cash flow, totaling over $1.8 billion during this period [10][27][30] - Adjusted EBITDA for the quarter was $440.4 million, including a legal settlement impact of approximately $48.6 million [27][30] - Total average daily production was approximately 134,000 BOE per day, up 9% year-over-year and in line sequentially [26][30] Business Line Data and Key Metrics Changes - Oil production was approximately 77,000 barrels per day, up 10.5% year-over-year but down 2% sequentially due to lower activity in the Williston [26][30] - The Uinta basin showed strong performance with volumes up 18.5% sequentially [26] - Gas production reached record volumes of approximately 343 MMcf per day, with contributions from the Appalachian JV [27] Market Data and Key Metrics Changes - Oil differentials averaged $5.31 per barrel, while natural gas realizations were 82% of benchmark prices, down from 100% in the previous quarter [27][28] - Lease operating costs per BOE rose 6% to $9.95 due to higher expenses in the Williston and Permian [28] Company Strategy and Development Direction - The company emphasizes a disciplined approach to capital allocation, focusing on maximizing returns for investors and maintaining a strong balance sheet [16][17] - The strategy includes a shift towards acquisitions in a lower price environment, with a backlog of potential acquisitions at an all-time peak [13][14] - The company aims to grow profits on a per-share basis while focusing on strong returns on capital [17] Management's Comments on Operating Environment and Future Outlook - Management noted that the business model has proven resilient despite commodity price volatility, with a focus on risk optimization and cash flow generation [4][5] - The outlook for the second half of the year anticipates a modest dip in production in Q3, with expectations for a recovery in Q4 [76] - Management remains optimistic about the M&A landscape, with a robust pipeline of opportunities driven by market conditions [70][71] Other Important Information - The company recorded a non-cash impairment charge of $115.6 million due to lower oil prices, leading to a reduction in DD&A guidance per BOE [32] - The company has maintained over $1.1 billion in liquidity, consisting of cash and available credit [30] Q&A Session Summary Question: What is the cadence into 2026? - Management indicated that lower spending in Q2 would translate into modestly lower volumes in Q3, but Q4 should see levels similar to Q2 [36][38] Question: Is the reduction in CapEx due to fewer wells being proposed? - The reduction is attributed to a combination of lower activity from operators and discretionary spending being curtailed due to risk-adjusted returns [50][51] Question: How will the nearly $50 million legal settlement be treated? - The settlement will be treated as working capital and will not be included in free cash flow calculations [64][65] Question: What are the expectations for the M&A market? - The M&A market remains robust, with a variety of asset types available, and management is optimistic about finding value-accretive opportunities [70][71][90]

Financial Data and Key Metrics Changes - The company raised its full year guidance on revenue, adjusted EBITDA, and adjusted EPS due to a strong start in the first half of the year, with organic order growth of low single digits and a book-to-bill ratio of 1.06 times [5][19] - Adjusted EBITDA for Q2 was $509 million, with an adjusted EBITDA margin of 27%, reflecting a year-over-year decline primarily due to organic volume declines and the dilutive impact from recently acquired businesses [14][20] - Adjusted earnings per share for Q2 was $0.80, which is up 18% on a two-year stack [15] Business Line Data and Key Metrics Changes - In the ITS segment, Q2 orders were up 7% year-over-year, with organic order growth in the low single digits and revenue finishing up low single digits [21] - The PSC segment saw Q2 orders increase by 13% year-over-year, with revenue up 17% driven largely by M&A [24] - The aftermarket revenue accounted for 37% of total revenue, up 100 basis points year-over-year [14] Market Data and Key Metrics Changes - Orders in the Americas were up high teens, EMEA up high single digits, and Asia Pacific up low double digits [22] - Organic order growth in China was noted, reflecting the resilience of the team and effective demand generation initiatives [22] Company Strategy and Development Direction - The company continues to focus on sustainability and innovation, achieving strong financial performance while supporting environmental and community initiatives [6] - A capital allocation strategy prioritizing M&A has been emphasized, with 11 transactions completed this year, adding over $200 million in annualized revenue [9][10] - The company is committed to leveraging its robust balance sheet to strategically deploy capital and drive shareholder value [29] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the full year outlook, citing a stable macro environment and positive order growth in the first half of the year [28] - The company remains cautious about the impact of tariffs and macroeconomic factors on future demand, maintaining a precautionary view on volume growth [89][108] Other Important Information - The company recorded non-cash goodwill and asset impairments related to the High Pressure Solutions business and ILC Dover, but these adjustments did not affect adjusted earnings [15][18] - Total company liquidity is currently $3.9 billion, underscoring the strength of the balance sheet [20] Q&A Session Summary Question: Demand cadence and order cadence in the back half of the year - Management noted a stable continuation of orders through the quarter and into July, with a book-to-bill of 1.06 setting up well for the second half [32][34] Question: Margins in the back half of the year - Management indicated that margin improvement is expected due to seasonality and productivity initiatives, with Q4 anticipated to be the high watermark for the year [36][38] Question: Phasing within the second half of sales and EBITDA - Management confirmed that the phasing of revenue and EBITDA is consistent with prior guidance, expecting the second half to be better than the first half [42][43] Question: Legacy Gardner Denver Medical business performance - Management reported good momentum in the fluid handling side of the business, with organic revenue growth in life sciences [76] Question: Impact of tariffs on decision-making - Management indicated that tariff resolution is a significant factor affecting project timelines, with ongoing engagement from customers [67][70] Question: Long-term growth algorithm for compressors - Management reassured that the long-term growth outlook remains unchanged, with expectations for stable growth despite recent fluctuations [100][102]

将投中网设为"星标⭐"，第一时间收获最新推送 退出前景，好起来了吗？ 作者丨 蒲凡 来源丨 投中网 如果问一级市场有什么共同信仰，那么大概率答案只有一个： " 退出为王 " 。 无论资历深浅、名气大小，对于投资人来说， " 如何退出 " 代表着专业能力、 " 退出多少 " 代表着业绩水平、 " 退出给谁 " 代表着资源网络。如果 " 无法退出 " ，市场就会认真考虑这份职业存在的必要性 ——2023 年孙正义操作 Arm 上市的过 程就完美地诠释了这一切： Acumatica （估值 20 亿美元）。其中仅诺德安达教育集团这一笔退出，就帮助 EQT 套现了 54 亿美元。横向对比，根据 报告，同期EQT通过 IPO 完成的退出仅占总退出额的五分之一。 不过如果细扒起来，你就会发现这些 " 并购 " 普遍都很超纲。 首先在诺德安达教育集团这笔交易中， EQT 与诺德安达教育集团的联系最早可以追溯到 2017 年 5 月，当时诺德安达教育 集团还是纽交所上市公司，霸菱亚洲与加拿大养老基金组成的财团，以 43 亿美元的价格完成了对诺德安达教育集团的私有 化，交易完成后霸菱亚洲成为了控股股东持股 67% 。 2022 ...

Core Insights - Danaher Corporation is recognized as a "king of mergers and acquisitions" with a remarkable track record of 400 acquisitions over 40 years, yielding an 1800-fold return on investment [1][12][23] - The company has evolved from a real estate trust to a diversified global leader, focusing primarily on the healthcare sector, with a market capitalization exceeding $200 billion [6][27][31] Group 1: Company Overview - Danaher was founded in 1984 by Steven and Mitchell Rales, originally as a real estate trust, and has since transformed into a major player in various industries, including healthcare and life sciences [6][24] - The company maintains a low profile but owns well-known brands such as Leica Microsystems and Pantone, and has been a key supplier of purification equipment during the COVID-19 pandemic [6][7] Group 2: Financial Performance - Danaher has outperformed Berkshire Hathaway in stock price performance over the past 40 years, achieving an average annual compound return of 22% from 1984 to 2019, significantly surpassing the S&P 500 index [9][10][12] - The company reported nearly 100,000% total shareholder return since its inception, while the S&P 500 returned just over 4,000% during the same period [9][10] Group 3: M&A Strategy - Danaher has completed approximately 400 acquisitions, investing around $90 billion, and has created significant shareholder value through these transactions, with an estimated total value of $250 billion when including spun-off companies [12][13] - The company’s approach to mergers not only increases size but also enhances operational efficiency, allowing it to find multiple growth avenues [13][24] Group 4: Management and Operational Excellence - Danaher employs a unique management system known as DBS (Danaher Business System), which has proven effective in integrating acquired companies and improving their operational performance [15][17] - The company’s operational metrics have shown consistent improvement, with revenue growing from under $1 billion in 1990 to approximately $31.5 billion in 2022, reflecting a compound annual growth rate of about 12% [28][29] Group 5: Leadership Development - Danaher is recognized as a breeding ground for CEOs, having successfully transitioned through multiple leadership changes while maintaining strong performance [19][20] - The company has produced numerous executives who have gone on to lead other major firms, demonstrating its influence in the corporate leadership landscape [20][21]