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这家公司再收购实控人资产,业绩大降、交易价格缩水25%……
IPO日报· 2025-09-27 00:09
Core Viewpoint - The article discusses the recent restructuring progress of Sunlight Nuohe, which plans to acquire 100% equity of Jiangsu Langyan Life Science Technology Co., Ltd. for 1.2 billion yuan, aiming to enhance its pharmaceutical industrial segment and overall profitability [2][4]. Group 1: Acquisition Details - Sunlight Nuohe intends to purchase the equity from its controlling shareholder and related parties, raising up to 865 million yuan through a share issuance to specific investors [2]. - The acquisition will introduce a new pharmaceutical industrial segment, creating a "CRO + pharmaceutical industry" business model [3]. - The company will issue 17.62 million shares at a price of 34.05 yuan per share and 6 million convertible bonds, with the same initial conversion price [3]. Group 2: Financial Performance of Target Company - Langyan Life, established in July 2010, focuses on high-difficulty generic drugs and innovative drug R&D, with a product pipeline covering cardiovascular, oncology, digestive, and infectious diseases [3]. - Projected revenues for Langyan Life from 2023 to the first half of 2025 are 462.92 million yuan, 415.48 million yuan, and 230.61 million yuan, with net profits of 32.15 million yuan, 55.21 million yuan, and 48.75 million yuan respectively [3]. - The performance commitment for Langyan Life from 2025 to 2028 includes a minimum net profit of 74.87 million yuan, 87.67 million yuan, 110.81 million yuan, and 131.11 million yuan, totaling at least 404.46 million yuan [3]. Group 3: Strategic Implications - The acquisition is expected to leverage Sunlight Nuohe's R&D strengths and Langyan Life's industrialization and sales channel advantages, promoting the realization of R&D products and capacity release [4]. - The pharmaceutical industrial segment is anticipated to become a significant part of Sunlight Nuohe's main business, potentially enhancing its profitability and risk resistance [4]. Group 4: Historical Context - Sunlight Nuohe previously attempted to acquire Langyan Life two years ago but was unsuccessful [5]. - In October 2022, Sunlight Nuohe announced plans for a cash and stock purchase of Langyan Life for 1.611 billion yuan, with a fundraising target of 1.007 billion yuan for various projects [6]. - The previous transaction was terminated in August 2023, as Langyan Life's performance declined from its peak in 2022, failing to meet earlier profit commitments [9].