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纳思达: 纳思达股份有限公司重大资产出售实施情况报告书
Zheng Quan Zhi Xing· 2025-07-03 16:26
Overview of the Transaction - The company plans to sell 100% equity of its indirect subsidiary, Lexmark International II, LLC, to Xerox Corporation for a cash transaction [3][4] - The transaction involves the joint investment entity Ninestar Holdings Company Limited, which is controlled by the company, PAG Asia Capital, and Shoda Investment [3][5] - The transaction is classified as a major asset restructuring due to the significant proportion of Lexmark's assets and revenue compared to the company's total assets and revenue [7][8] Transaction Details - The estimated transaction price is based on a benchmark amount of $1.5 billion, adjusted for estimated financing liabilities, net working capital, cash on the closing date, and transaction costs [4][10] - The final transaction price will be adjusted post-closing based on the final net working capital, financing liabilities, and other factors, with a maximum adjustment limit of $30 million [11] - The transaction is expected to close on July 1, 2025, subject to the fulfillment of certain conditions [9][10] Financial Analysis - The valuation report by Zhonglian International indicates that the equity value of Lexmark International II, LLC is estimated between $172 million and $198 million, with net adjustments leading to a final estimated value of $99 million to $125 million after accounting for various expenses [7] - The financial metrics of Lexmark International II, LLC show total assets of approximately ¥1,958.41 million and revenue of ¥1,596.13 million, which represent 52.43% and 60.43% of the company's respective totals [7] Regulatory and Approval Process - The transaction has undergone necessary internal approvals from the board and shareholders, and external regulatory approvals are in process [9][14] - The transaction does not constitute a related party transaction, and there are no changes in the company's control as a result of this sale [8][9] Company Background - The company, Nasda, is listed on the Shenzhen Stock Exchange with the stock code 002180 and has a registered capital of ¥1,422,989,339 [5][6] - Xerox Corporation, the buyer, is a publicly traded company on the NASDAQ with a focus on document management systems and solutions [6]