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收购方出价3.16亿元,创始人却几乎“0”对价退出,这场收购背后有何谜团
第一财经· 2025-09-17 14:03
Core Viewpoint - The acquisition of Chip Micro Semiconductor by Morningstar Co., Ltd. at a price significantly higher than its assessed value raises questions about the rationale behind the deal and the potential risks involved for the acquiring company [3][4]. Group 1: Acquisition Details - Morningstar Co., Ltd. announced on September 15 that it plans to acquire 100% of Chip Micro Semiconductor for 316 million yuan, which represents a premium of over 500% compared to the company's assessed net assets [3][4][8]. - The founder of Chip Micro, Sun Dian, holds over 60% of the shares but will receive only 112,000 yuan from the acquisition, with the majority of the payment going to venture capital firms [4][5][6]. - Chip Micro has reported zero revenue for 2024 and only 679,300 yuan for the first half of 2025, with cumulative net losses exceeding 130 million yuan over the same period [5][6][8]. Group 2: Financial Implications - The acquisition price of 316 million yuan is based on a previous valuation of 430 million yuan from a financing round, indicating a discount of 26.5% [4][8]. - Morningstar Co., Ltd. has not set any performance guarantees or compensation arrangements for Chip Micro, which means it will bear the full risk of underperformance [8][9]. - Morningstar reported a revenue of 3.33 billion yuan for the first half of the year, a year-on-year increase of 10.42%, but faced a net cash outflow of 632 million yuan due to increased prepayments for raw materials [9]. Group 3: Strategic Considerations - The acquisition aims to enhance Morningstar's capabilities in the wireless communication sector, leveraging Chip Micro's technology and research team to develop competitive AIoT solutions [9]. - The deal reflects a trend of high valuations in the semiconductor industry, despite the lack of immediate revenue generation from the acquired company [6][8]. - Analysts suggest that the low exit price for the founder may indicate a failure in performance guarantees or a strategy to mitigate potential debt risks [6][8].
收购方出价3.16亿元,创始人却几乎“0”对价退出,这场收购背后有何谜团
Di Yi Cai Jing· 2025-09-17 12:56
Core Viewpoint - The acquisition of ChipMight Microelectronics by Amlogic at a price significantly higher than its assessed value raises questions about the rationale behind the deal and the implications for the company's future performance [2][5]. Group 1: Acquisition Details - Amlogic announced on September 15 that it would acquire 100% of ChipMight Microelectronics for 316 million yuan, which represents a premium of over 500% compared to the company's assessed net assets [2][5]. - The founder of ChipMight, Sun Dian, holds over 60% of the company's shares but will receive almost no compensation from the acquisition, with only 112,000 yuan from one of his holdings [3][4]. - The acquisition price is based on a valuation of 430 million yuan from a previous financing round, but the deal was executed at a 26.5% discount [5]. Group 2: Financial Performance and Risks - ChipMight is projected to have zero revenue in 2024 and only 679,300 yuan in the first half of 2025, with cumulative net losses exceeding 130 million yuan over two years [4][5]. - Amlogic has not set any performance guarantees or compensation arrangements in the acquisition, meaning it will bear the full risk of underperformance from ChipMight [5][6]. - The company reported a revenue of 3.33 billion yuan in the first half of the year, a year-on-year increase of 10.42%, but faced a significant cash outflow of 632 million yuan due to increased prepayments for raw materials [6]. Group 3: Strategic Intent - The acquisition aims to enhance Amlogic's capabilities in wireless communication, particularly in the IoT, automotive, and mobile smart terminal sectors, by integrating ChipMight's technology and R&D team [6]. - Amlogic's strategy focuses on developing a competitive AIoT solution that combines intelligent endpoints, computing power, and communication capabilities [6].
创始人“0元”甩卖!溢价5倍收购芯迈微 晶晨股份捡漏还是接盘?
Di Yi Cai Jing· 2025-09-17 11:06
Core Viewpoint - The acquisition of ChipMight Microelectronics by Amlogic at a price significantly higher than its assessed value raises questions about the rationale behind the deal and the implications for the founder's exit strategy [2][5]. Acquisition Details - Amlogic announced on September 15 that it would acquire 100% of ChipMight for 316 million yuan, which represents a premium of over 500% compared to the company's assessed net assets [2][5]. - The acquisition price is based on a valuation of 430 million yuan from a previous financing round, but it was discounted to 316 million yuan to match the total paid-in capital of shareholders [2][3]. Founder’s Exit - Founder Sun Dian holds over 60% of the shares, but his exit compensation is minimal, receiving only 112,000 yuan for part of his stake, while the majority of the acquisition proceeds go to venture capital firms [3][4]. - Analysts suggest that the venture capitalists likely have liquidation preference rights, allowing them to recover their investments before any distribution to the founder [3]. Financial Performance of ChipMight - ChipMight is projected to have zero revenue in 2024 and only 679,300 yuan in the first half of 2025, with cumulative net losses exceeding 130 million yuan over two years [4][5]. - The lack of performance guarantees or earn-out clauses in the acquisition agreement means Amlogic will bear the full risk of underperformance [5][6]. Strategic Rationale - Amlogic aims to enhance its capabilities in wireless communication through this acquisition, integrating ChipMight's technology and R&D team to strengthen its position in the IoT and AIoT markets [6]. - The company reported a revenue of 3.33 billion yuan in the first half of the year, a year-on-year increase of 10.42%, but faced a significant cash outflow due to increased prepayments for raw materials [6].
创始人"0元"甩卖!溢价5倍收购芯迈微,晶晨股份捡漏还是接盘?
Di Yi Cai Jing· 2025-09-17 10:36
从芯迈微近两年业绩看,2024年及2025年上半年分别实现营业收入0元、67.93万元,净利润分别亏损 9174万元、4007万元。 而创投机构则分走了3.15亿元。如深圳君联深运私募股权投资基金合伙企业所持9.13%股权,收购对价 为8000万元,广州华芯盛景创业投资中心所持10.83%股权,相应价格为6500万元,南京创世伙伴二期 创业投资合伙企业、杭州鋆昊臻芯股权投资合伙企业名下2.89%、2.7%的股权,收购价格均为3000万 元。 名下公司被溢价超过5倍收购,创始人直接、间接持有的超过60%股权,所获对价却接近于0。这样的事 情,发生在晶晨股份(688099)最近的一桩收购当中。 晶晨股份9月15日披露,将以3.16亿元的价格,收购芯迈微半导体(嘉兴)有限公司(下称"芯迈微") 100%股权。相较于芯迈微经评估的净资产,这一收购价的溢价率,已经超过5倍。但该公司芯迈微创始 人及实控人孙滇,持有的60%以上股权,收购价仅有112元。而绝大多数收购款,都被创投机构"笑 纳"。 披露数据显示,2024年、2025年上半年,芯迈微分别实现营业收入0元、67.93万元,净利润分别亏损 9174万元、4007万 ...
晶晨股份拟投资3.16亿元收购芯迈微半导体100%股权
Core Viewpoint - The company, Jingchen Co., Ltd. (688099), announced the acquisition of 100% equity in Chip Micro Semiconductor (Jiaxing) Co., Ltd. for a total consideration of 316 million yuan, aiming to enhance its capabilities in the AIoT sector and expand its product offerings in communication technology [1][2]. Group 1: Acquisition Details - The acquisition will allow Chip Micro to become a wholly-owned subsidiary of Jingchen, integrating its technology and R&D teams into the company's operations [1]. - Chip Micro has a strong presence in wireless communication, with six chip models already in production, contributing to revenue in IoT modules and smart devices [1]. Group 2: Strategic Goals - Jingchen aims to deepen the integration of wide-area network (WAN) AIoT applications by combining WAN communication technology with its platform-level SoC technology [2]. - The company plans to leverage its partnerships with over 250 global operators to expand its AIoT smart terminal offerings across various sectors, including smart cities and public safety [2]. Group 3: Financial Performance - In the first half of the year, Jingchen reported revenue of 3.33 billion yuan, a year-on-year increase of 10.42%, and a net profit of 497 million yuan, up 37.12% [3]. - The company achieved a record high quarterly shipment of nearly 50 million units in Q2, with system-level SoC chips accounting for approximately 44 million units [3]. Group 4: Future Outlook - Jingchen expects stable growth in gross margin due to ongoing high-intensity R&D investments in key areas such as smart connectivity and intelligent automotive solutions [3]. - The company plans to continue investing in AI-related fields, anticipating the launch of new high-performance products with AI capabilities, which will drive future revenue growth [3].