Core Viewpoint - The acquisition of 100% equity in Ruicheng Semiconductor and 45.64% equity in Naneng Micro by Gaolun Electronics for a total price of 2.174 billion yuan is a significant asset restructuring that will enhance the company's capabilities in the semiconductor industry, particularly in EDA tools and semiconductor IP [1][2][3]. Group 1: Transaction Overview - The transaction involves issuing shares and cash payments to acquire the stakes from various parties, totaling 2.17384 billion yuan [2]. - Gaolun Electronics aims to raise 1.05 billion yuan in supporting funds from no more than 35 specific investors to facilitate the transaction [2]. Group 2: Strategic Importance - The merger aims to integrate EDA tools with semiconductor IP, creating a synergistic effect that can shorten design cycles and reduce R&D costs, aligning with industry trends [3]. - The acquisition will provide Gaolun Electronics with a vast library of physical IP, establishing a dual-engine development model that covers the entire chain from front-end tools to back-end IP empowerment [3]. Group 3: Market Context - The global EDA market is dominated by three major players, with domestic EDA tool localization rates below 15%, highlighting the scarcity of high-end resources in the IP sector [3]. - Gaolun Electronics' acquisition is expected to accelerate the localization process of advanced EDA tools and high-reliability IP, contributing to the maturity of the domestic EDA ecosystem [3]. Group 4: Company Performance - As of September 29, Gaolun Electronics' stock price was 42.48 yuan per share, with a total market capitalization of 18.486 billion yuan, indicating strong market confidence in the merger [4]. - The company reported a revenue of 279 million yuan for the first three quarters of 2024, reflecting a year-on-year growth of 25.74% [6]. Group 5: Company Background - Gaolun Electronics, established in March 2010, is the first publicly listed EDA company in China, focusing on providing comprehensive EDA solutions for integrated circuit design and manufacturing [5]. - The company has a competitive edge in key technologies and has expanded its product matrix through several acquisitions, including those of Bodawave, Entasys, and Magwel [6]. Group 6: Target Companies - Ruicheng Semiconductor, founded in 2011, specializes in integrated circuit IP product design and has established partnerships with over 30 global foundries [7][9]. - The company holds more than 140 domestic and international patents and ranks as the 10th global provider of physical IP, with notable positions in various IP categories [9].