Core Viewpoint - Meili Tianyuan Medical Health (02373) announced the acquisition of 100% equity of Shanghai Siyuanli Industrial for a total consideration of 1.25 billion RMB, marking a key step in its "internal growth + external acquisition" strategy [1] Transaction Structure - The acquisition is structured as a "cash + acquisition loan + share issuance" plan, with cash consideration of approximately 840 million RMB, consisting of 330 million RMB from internal cash and 510 million RMB from bank financing; share consideration is about 410 million RMB, with the issuance of approximately 15.798 million shares at a price of 28.71 HKD per share [2] - After the transaction, Siyuanli will become a wholly-owned subsidiary of Meili Tianyuan, and its performance will be consolidated into the group's financial statements; existing shareholders' stakes will be diluted, with the controlling shareholder's stake expected to decrease by 3.07% to 45.70% post-transaction [2] Market Position and Brand Integration - The acquisition significantly strengthens Meili Tianyuan's market share, increasing the number of stores from 552 to 734, consolidating three leading brands in the Chinese beauty service market: Meili Tianyuan, Nairui, and Siyuanli [3] - The beauty service market in China is substantial, with the top 20 core cities accounting for about 40% of the market size; the acquisition will increase the number of stores in these cities from 360 to 491 [3] Competitive Advantage in High-End Market - The merger will enhance Meili Tianyuan's competitive edge in the high-end beauty market, with over 42% coverage of high-end commercial properties in the top 20 cities; the integration of 60,000 high-quality members from Siyuanli will increase the overall membership by 44% [4] - The integration of medical beauty resources will elevate service capabilities, with both companies having over 90% of their revenue from the top 20 cities [4] Valuation and Financial Attractiveness - Siyuanli's valuation is attractive, with a LTM P/E ratio of 14.8, lower than Meili Tianyuan's 29.5 and the industry average of 23.3, providing a safety margin for investors [5] - The acquisition is expected to replicate the successful integration path of Nairui, with potential for significant revenue enhancement and operational efficiency [5] Expected Outcomes - The acquisition is projected to be completed by December this year, with consolidation into financial statements expected in January 2026; the synergy effects are anticipated to drive EPS growth and enhance shareholder returns [6]

海通国际发布研报称，美丽田园医疗健康(02373)宣布以总对价12.5亿人民币收购上海思妍丽实业100% 股权，此举是其"内生增长+外延收购"战略的关键一步。思妍丽成立于2009年年，2024年收入约为8.5亿 元人民币，净利润约为8100万元人民币，经营性现金流约为2.4亿元，现金及等价物约为3.6亿元。 海通国际主要观点如下： 思妍丽的估值具备显著吸引力，其14.8倍LTM市盈率(公司根据和2024年未经审计数据计算)不仅低于美 丽田园自身的29.5倍，也低于行业23.3倍的平均水平，为投资提供了安全边际。公司认为，标的公司质 地优良，拥有20年经营历史和6万名高价值客户，最近十二个月营收达8.5亿元，净利润率9.6%，盈利能 力稳健;财务方面，公司账面3.5亿元现金可覆盖收购首付，年均2.4亿元经营现金流足以支撑贷款偿还; 而且此次收购有望复制奈瑞儿的成功整合路径。数据显示，思妍丽当前约630万元的单店收入较美丽田 园超1000万元的水平存在显著提升空间。在增效方面，奈瑞儿被收购后经营服务利润率从6.5%跃升至 10.4%，印证了集团整合方法的有效性。集团将从精细化运营、数字化转型与供应链协同三大维度赋 ...