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信立泰: 关于子公司信泰医疗收购巴特勒股权及增资的进展公告
Zheng Quan Zhi Xing· 2025-06-23 17:09
Transaction Overview - The company Shenzhen Xinlitai Pharmaceutical Co., Ltd. is progressing with the acquisition of Butler Biotechnology (Shenzhen) Co., Ltd. through its subsidiary XinTai Medical, which currently holds 15.0925% of Butler's shares and has voting rights for an additional 46.3572% [1][2] - XinTai Medical plans to acquire 29.4946% of Butler's shares from Hongxinmin Biotechnology (Suzhou) Co., Ltd. for approximately RMB 12,977.6235 million, which will increase Butler's registered capital from RMB 1,496.8459 million to RMB 1,606.3711 million [2][3] Board Approval - The board of directors approved the acquisition and capital increase proposal with unanimous consent, indicating strong internal support for the transaction [3] Regulatory Compliance - The transaction does not require shareholder approval and is not classified as a major asset restructuring under relevant regulations, simplifying the approval process [3] Shareholding Structure - Post-transaction, XinTai Medical's shareholding in Butler will increase to 70%, while the company's stake in XinTai Medical will be diluted to 87.3639% [2][7] - The registered capital of XinTai Medical will rise from RMB 11,250 million to RMB 11,556.5265 million following the transaction [7][11] Financial Implications - The total investment for the acquisition and capital increase amounts to RMB 10,657.7128 million, representing 1.22% of the company's audited net assets for 2024, which is not expected to adversely affect the company's cash flow or operational capabilities [17] Strategic Objectives - The transaction aims to streamline the shareholding structure of subsidiaries, accelerate clinical progress at Butler, and promote long-term development in the medical device sector [10][17] - It is expected to enhance XinTai Medical's product offerings in the neuro-interventional field, particularly in treating ischemic and hemorrhagic strokes [11][17] Valuation and Pricing - The valuation of Butler's total equity was assessed at RMB 3.8 billion as of December 31, 2023, with the acquisition price reflecting this valuation [12][14] - The pricing for the share transfer and capital increase was based on a comprehensive evaluation of Butler's financial status and market conditions [14][16]