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55%估值折让、“双标对赌”、财务投资人“带KPI”,奥浦迈并购背后的风险分担逻辑
Hua Xia Shi Bao· 2025-06-11 13:26
Group 1 - The core point of the article is that Aopumai's acquisition of Pengli Bio reflects the collective anxiety within the biopharmaceutical industry, as both companies face performance pressures, making the merger appear as a means of mutual support during an industry downturn [2][7] - Aopumai plans to acquire Pengli Bio for 1.451 billion yuan, using a combination of cash and shares, with the board approving the proposal by a vote of 6 to 1, where the dissenting vote raised concerns about the necessity of the acquisition at this stage [2][3] - The acquisition features a differentiated valuation pricing model, where different types of shareholders receive varying valuations based on their roles and risk exposure, which is a departure from the traditional single valuation approach [3][4] Group 2 - Approximately 15 investors in the acquisition face a situation where the acquisition price corresponds to a valuation lower than their investment valuation, indicating a significant drop in value [4][11] - The acquisition valuation of 1.451 billion yuan represents a 54.94% decrease from Pengli Bio's pre-IPO financing valuation of 3.22 billion yuan, highlighting a significant decline in perceived value [11] - Aopumai's core business has shown a revenue increase of 22.26% to 297 million yuan in 2024, but the net profit has decreased by 61.04% to 21.05 million yuan, indicating underlying financial challenges [8][10] Group 3 - Both Aopumai and Pengli Bio are positioned within the CXO industry, facing similar growth challenges and complementing each other's business models, which enhances the strategic rationale for the merger [7][13] - The acquisition includes a performance commitment mechanism where 31 shareholders are involved, requiring Pengli Bio to achieve specific profit targets over the next three years, which adds a layer of accountability to the transaction [6][12] - The independent director's dissenting vote signals a cautious approach to the transaction, questioning the strategic necessity and potential financial burden of the acquisition on Aopumai [2][13]