以下文章来源于并购最前线 ，作者王露 并购最前线 . 投资界（PEdaily.cn）旗下，专注并购动态 欢迎加入投资界读者群 3G资本入主。 现年85岁的创始人Robe rt Gr e e nbe rg曾是一名理发师，20世纪60年代开设自己的美发沙龙，并经营起假发业务。 在创立斯凯奇之前，Robe rt尝试过许多发财门路。最成功的当数1983年创办高帮运动鞋L.A. Ge a r，迅速风靡全美，迈克尔·杰克逊为 其代言。然而巅峰后就是坠落，1992年Ro be rt被董事会扫地出门。 也是这一年，Robe rt和他的儿子Mi c ha e l创立斯凯奇，Ske c he rs在英文俚语中意为精力充沛、坐不住的人。 "创立第一天，我就知道它会成功。"Ro be rt信心满满，他对斯凯奇的定位不是前卫潮流，而是主打实惠舒适的"一脚蹬"。 作者 I 王露 报道 I 投资界-并购最前线 投资界-并购最前线消息，本周鞋业巨头斯凯奇发布公告称，同意被巴西投资机构3G资本收购，交易价格约为94亿美元（约合人民币 680亿元）。这是鞋业史上最大的一笔收购案。 人们对于斯凯奇并不陌生。成立于19 92年，斯凯奇以舒适的厚底一 ...

Financial Data and Key Metrics Changes - Revenue for Q1 2025 was $500.8 million, a 7.1% increase from $467.6 million in Q1 2024, representing an 8.9% growth rate on a revenue per day basis [8][12] - Adjusted EBITDA was $102.7 million, up 6.8% from $96.1 million in the same quarter last year, with a slight decrease in adjusted EBITDA margin from 20.6% to 20.5% [8][19] - Net income was $40.6 million, lower than the same quarter last year primarily due to increased interest expenses and transaction costs related to acquisitions [10][19] Business Line Data and Key Metrics Changes - Total patient visits per day increased 3.2% year over year to 50,900, with a 0.6% increase to 49,600 when excluding the Nova acquisition [5][12] - Workers' compensation revenue was $302.1 million, an 8% increase year over year, with visits per day up 2.4% [13] - Employer services revenue increased 6.2% to $160.1 million, with visits per day up 3.9%, marking a turnaround from previous declines [14][19] Market Data and Key Metrics Changes - The company reported strong growth in both workers' compensation and employer services, indicating a positive trend in visit volumes across all service lines [6][10] - The acquisition of Nova Medical Centers contributed positively to the company's performance, although it only accounted for one month of results in Q1 [4][10] Company Strategy and Development Direction - The company is focused on corporate development, having recently completed several acquisitions, including Nova and Physician Health Center, and is set to close the Pivot On-site acquisition [7][25] - The strategy includes expanding the on-site health clinics business, which is expected to double revenue in that segment and enhance overall service offerings [24][25] - The company aims to maintain a leverage ratio of approximately 3.5 times by the end of 2025 and is committed to deleveraging while focusing on organic growth initiatives [26][27] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the current macroeconomic environment, noting no observed impact on visit volumes despite broader economic uncertainties [28][29] - The company is well-positioned to handle potential economic slowdowns, leveraging its history of managing costs effectively during downturns [31][32] - Future growth is anticipated from potential increases in manufacturing jobs due to reshoring efforts, which could drive visit growth at the company's centers [30][32] Other Important Information - The company declared a cash dividend of $0.0625 per share, payable on May 29, 2025 [22] - The company ended Q1 2025 with a total debt balance of $1.6 billion and a cash balance of $52 million, with a net leverage ratio of 3.9 times [21] Q&A Session Summary Question: Discussion on Employer Services volumes and turnaround - Management noted that the turnaround in employer services was aided by improved sales and marketing efforts, leading to increased optimism among employers [38][40] Question: Future growth with recent acquisitions - Management highlighted that the acquisitions enhance partnerships within the managed care ecosystem, driving additional volume and growth opportunities [42][44] Question: Workers' compensation performance and outlook - Management acknowledged that while organic growth was slightly slower than expected, they anticipate continued positive growth in the future [51][52] Question: Impact of inflation on rates - Management indicated that rates typically adjust in line with inflation, with historical patterns showing timely updates to fee schedules [58][60] Question: Cost of services performance and labor efficiencies - Management confirmed that labor efficiencies and revenue increases contributed to lower costs as a percentage of revenue, with ongoing investments in technology to enhance efficiency [62][64] Question: Guidance update and acquisition impacts - Management clarified that the updated guidance includes contributions from recent acquisitions, with expectations for continued strong performance [66][68]

Core Viewpoint - Zhongchuan Innovation plans to spend approximately 1.18 billion yuan to acquire a controlling stake in automotive parts company Suao Sensor, indicating a strategic move to enhance its position in the automotive supply chain [1][4]. Group 1: Acquisition Details - Zhongchuan Innovation will invest 510 million yuan to acquire 11% of Suao Sensor from its actual controller, Li Hongqing, at a price of 5.83 yuan per share, which is a 20% discount from the previous closing price of 7.28 yuan [1][3]. - Following the acquisition, Li Hongqing will relinquish voting rights for an additional 19.55% of Suao Sensor shares for five years, allowing Zhongchuan Innovation to gain control of the company [1][3]. - Zhongchuan Innovation plans to further increase its stake in Suao Sensor by subscribing to 15% of the total share capital through a private placement, investing up to 670 million yuan at a price of 5.63 yuan per share [1][4]. Group 2: Financial Performance - Suao Sensor reported a revenue of 1.67 billion yuan and a net profit of 137 million yuan last year, representing year-on-year growth of 48% and 11%, respectively [3][4]. - The automotive fuel system accessories segment is Suao Sensor's largest business, accounting for nearly one-third of its revenue, with key products including fuel pipe assemblies and valves [3][4]. Group 3: Strategic Rationale - Zhongchuan Innovation believes that acquiring Suao Sensor is based on confidence in its intrinsic value and future development prospects, aligning with its strategic goals [4]. - Li Hongqing has committed to compensating Zhongchuan Innovation up to 80 million yuan if Suao Sensor's net profit falls below 178 million yuan and 198 million yuan in the next two years [4]. Group 4: Future Plans - Suao Sensor intends to use the funds raised from Zhongchuan Innovation's share subscription to expand the production scale of AMB copper-clad laminates, which are essential materials in the semiconductor and new energy vehicle industries [5]. - The company plans to invest 860 million yuan in a new R&D and production base for AMB copper-clad laminates in Yangzhou, as existing funding sources are insufficient to meet capacity expansion needs [5].

本文源自：金融界 作者：观察君 3G资本是巴西的一家私募投资公司，以并购为主要战略，曾成功收购了包括汉堡王、百威英博、卡夫 亨氏等全球知名品牌。3G资本的投资理念强调长远的战略布局，专注于提升所投资企业的运营效率与 市场竞争力。此次收购斯凯奇，虽然面临一定的市场压力，但3G资本显然对其未来发展充满信心，预 计将继续推动斯凯奇在全球范围内的战略投资与创新产品开发。 2025年5月，全球知名投资公司3G资本宣布将以每股63美元的现金价格收购美国鞋履品牌斯凯奇 （Skechers）所有流通股，此次收购溢价约30%。根据斯凯奇5月5日的市值数据，交易总额达到94亿美 元，预计将在2025年第三季度完成。收购完成后，斯凯奇将不再是上市公司，但其现有领导层，包括创 始人罗伯特·格林伯格及其子迈克尔·格林伯格，将继续担任公司的重要职务。此次收购标志着3G资本再 次通过并购扩展其投资版图，强化了其在全球市场的布局。 斯凯奇，成立于1992年，总部位于美国加利福尼亚州，是全球第三大鞋履品牌，旗下拥有超过5000家门 店。近年来，斯凯奇在全球范围内稳步增长，尤其是在欧洲、中东和非洲地区，销售额持续增长。然 而，近年来中国市场表现 ...

Core Viewpoint - Huibo Yuntong (301316.SZ) announced a suspension of trading to plan a share issuance and cash payment to acquire control of Baode Computer System Co., Ltd. (hereinafter referred to as "Baode Computer") while raising matching funds. The transaction will not lead to a change in the actual controller, and specific plans are pending disclosure [2][3]. Group 1: Acquisition Details - The acquisition aims to gain control of Baode Computer, but the leading party is the small shareholders of Baode Computer, specifically five limited partnership enterprises from Tianjin, holding approximately 12.76% of the shares [3][4]. - The major shareholder, Horgos Baode Venture Capital Co., Ltd. (holding 38.23%), will not participate in the transaction, complicating the acquisition process as Huibo Yuntong needs the consent of a majority of shareholders to gain control [3][6]. - Baode Computer has a total of 50 shareholders, with only two holding more than 10% of the shares, indicating a dispersed ownership structure that poses challenges for Huibo Yuntong in acquiring the necessary control [4][6]. Group 2: Market Context and Challenges - Baode Computer is a domestic provider of computing product solutions, ranking among the top five domestic brands in the Chinese server market, with annual sales revenue around 10 billion yuan [7]. - The company was previously part of Baode Technology Group, which was listed in Hong Kong but was privatized in 2020. Baode Computer has been preparing for an independent IPO since September 2021 [7][9]. - The recent shift from IPO to acquisition raises questions about the motivations of the small shareholders and the potential for a compromise with the major shareholder, which could affect the core assets of Baode Computer [9][11]. Group 3: Financial Performance of Huibo Yuntong - Since its listing in 2022, Huibo Yuntong has undergone seven acquisitions, focusing on expanding its presence in the financial technology sector [13]. - The company has seen revenue growth driven by acquisitions, with reported revenues of 1.18 billion yuan, 1.36 billion yuan, and 1.74 billion yuan from 2022 to 2024, but net profits have declined from 89.35 million yuan to 65.58 million yuan during the same period [13][14]. - In the first quarter of 2025, Huibo Yuntong reported revenue of 505 million yuan, a 37% year-on-year increase, but net profit fell by 70%, indicating pressure on profitability and increasing financial leverage [14].

3G资本重返并购战场，拟90亿美元收购斯凯奇。 沉寂多年后，巴西投资集团3G Capital再次出手。据英国《金融时报》周一报道，这家曾与巴菲特联手 促成卡夫亨氏合并的投资公司已同意以约94亿美元现金收购美国鞋业公司斯凯奇（Skechers）。 该交易给斯凯奇股东提供了两种选择：每股63美元的全现金收购（较上周五收盘价溢价近30%），或每 股57美元现金加上私有化后母公司的部分股权——这种让普通股东保留股权的做法在私有化交易中并不 常见，显示了3G对斯凯奇长期增长前景的信心。 尽管3G Capital常以收购公司为工具收购竞争对手进而主导行业而闻名，但接近该投资公司的消息人士 向媒体表示，对于斯凯奇，它更可能专注于公司内部扩张，而非通过收购实现增长。 报道称，这笔交易预计将于今年第三季度完成，已获得斯凯奇董事会一致批准。此外，1992年创立斯凯 奇的首席执行官Robert Greenberg将继续领导公司，其子Michael Greenberg也将保持总裁职位，公司总部 仍将设在加利福尼亚州。 关税政策打压鞋业，斯凯奇面临生存威胁 由于生产基地大部分设在亚洲地区，斯凯奇受到了关税政策的严重打击。 相关数据显示 ...

Financial Performance - In 2024, the company achieved operating revenue of 66.02 billion yuan, a decrease of 8.69 billion yuan (11.64%) year-on-year [1] - In Q1 2025, operating revenue was 11.73 billion yuan, down 5.60% year-on-year, with domestic sales of pipelines at 7.28 billion yuan (down 14%) and exports at 1.43 billion yuan (up 10%) [1][2] - Net profit attributable to shareholders in 2024 was 1.90 billion yuan, a decline of 47.52% year-on-year [1] Business Segment Contribution - In Q1 2025, channel distribution accounted for approximately 53%, export business (pipelines and solar) about 30%, municipal engineering direct bidding around 9%, home decoration approximately 5%, and real estate direct supply about 3% [3] Market Trends and Challenges - The real estate sector has not fully recovered, significantly impacting overall sales [4] - Despite growth in export and municipal direct bidding businesses, the overall impact remains limited due to small base figures [4] - The company plans to focus on niche areas within the pipeline industry and has established specialized sales divisions [4] Pricing and Competition - Pipeline product prices in Q1 2025 decreased by approximately 5-6% year-on-year [6] - The East China market is large but highly competitive, with various companies having distinct advantages and sales strategies [7] Export and Trade Impact - Export business, including solar and pipeline products, has shown relative growth, increasing its share from 25% to 30% in Q1 2025 [8] - Sales to the U.S. account for about 3% of total sales, with limited impact from tariffs [8] Accounts Receivable and Financial Management - Accounts receivable primarily stem from real estate and municipal engineering, making up about 60% of total receivables [12] - The company has a dividend plan to distribute at least 30% of the annual distributable profit in cash from 2024 to 2026 [16][17]

如果您希望可以时常见面，欢迎标星收藏哦~ 来源：内容 编译自 pawatch ，谢谢。 4月16日，英特尔宣布以约44.6亿美元的价格将其持有的Altera 51%的股份出售给银湖资本。 交易本身预计在今年下半年（2025年）完成，但根据美国会计法，即使持有不到50%的股份，只 要拥有实质性控制权，公司就可以被视为合并子公司。 然而，新闻稿称，"交易完成后，英特尔预计将把 Altera 的财务业绩从英特尔的合并财务报表中剥 离出来"，这表明该公司现在的目标是完全独立于英特尔。 Marvell 公司产品与技术总裁 Raghib Hussain 预计将于 5 月 5 日接替 Sandra Rivera 出任首席执 行官，这也被视为其消除英特尔控制影响的努力之一。 我们下一步该做什么？不过，由于银湖是一家投资基金，它很可能要么在进行 IPO 之前稍微提高 公司的价值，要么将其出售给另一家公司，届时英特尔可能会出售其剩余的 49% 股份的部分或全 部。 然而，无论是IPO还是在某个地方转售，如果你不先提高股价，你就无法盈利。因此就目前而言， 该公司需要在银湖资本的带领下提升公司价值，以便在 IPO 时提高股价。 问题 ...

龙旗科技(603341.SH)公告称，公司全资子公司惠州龙旗拟以自有资金5,776.54万元收购上海利龙持有的 惠州龙和100%股权。惠州龙和是一家以实业投资、房地产开发、物业管理为主的企业，拥有位于惠州 市仲恺高新区的一宗工业用地及其上的房屋建筑物。此次收购有助于将该地块纳入惠州龙旗制造基地统 一规划运营，增加生产建设配套设施。交易完成后，标的公司将纳入公司合并报表范围。 ...

Core Viewpoint - Koyuan Pharmaceutical is progressing with the acquisition of Shandong Hongjitang Pharmaceutical Group Co., Ltd., aiming to purchase 99.42% of its shares for approximately 3.581 billion yuan, which is expected to enhance the company's performance despite recent declines in its own financials [1][3]. Group 1: Transaction Details - The transaction involves issuing shares to 38 counterparties, including Lino Investment and Lino Group, to acquire 99.42% of Hongjitang's shares, with a total transaction price of approximately 3.581 billion yuan [2][3]. - Koyuan Pharmaceutical plans to raise up to 700 million yuan through a private placement to specific investors, which will not exceed 30% of the company's total share capital post-transaction [2][3]. - The acquisition will extend Koyuan's business into traditional Chinese medicine and health products, allowing for operational synergies and cost reductions [3]. Group 2: Financial Impact - Post-transaction, Koyuan's projected revenue for 2024 is 1.745 billion yuan, representing a 276.34% increase, while the attributable net profit is expected to be approximately 168 million yuan, a 177.86% increase compared to pre-transaction figures [4]. - The valuation of Hongjitang shows a high appraisal increment of 60.54%, with the net asset value assessed at 2.243 billion yuan and a market valuation of 3.602 billion yuan [5][6]. Group 3: Risks and Challenges - Hongjitang's production capacity utilization has declined significantly, with key products like Ejiao and Musk Ketone showing reduced utilization rates in 2024 compared to 2023 [8]. - If the low capacity utilization persists, it may lead to increased depreciation and amortization costs, potentially impacting Koyuan's net profits [9]. - Koyuan has reported a decline in its own net profit for the second consecutive year, with a 21.54% decrease in 2024 [9].