As early as October 24, Wingtech, a well-known domestic ODM giant, also issued an announcement saying that the company raised 4.63 billion yuan for 26.532 billion yuan to acquire all GP and LP shares of Nexperia Semiconductor. Thai Technology will indirectly hold control of Ace Group. This also means that the largest acquisition of China Semiconductor is born, and Wingtech will control Nexperia Semiconductor!
As the largest cross-border semiconductor acquisition in the domestic semiconductor industry in recent years, Wingtech and Nexperia Group have attracted much attention in the industry. The former, as a leading company in the ODM industry, and the latter, as the world's leading semiconductor standard device company, will undoubtedly achieve synergies in terms of customers, technology and products after the reorganization is completed.
For Nexperia Semiconductor, it can accelerate business expansion in the Chinese market, and for Wingtech, it can also expand to other consumer electronics fields, especially to help Wingtech enter the automotive electronics field. More importantly, it In order to become the “Hon Hai” of the mainland, it is imperative to open up the core links of the supply chain. Of course, you can also use Wise Semiconductor to further build Wingtech into a global enterprise!
Strong and powerful joint layout of the future: Wingtech 26.4 billion acquisition of ANexperia Semiconductor
On November 7, Wingtech held a media briefing on major asset reorganization issues on the Shanghai Stock Exchange to communicate with the parties on the status and progress of this major asset reorganization. This cross-border merger and acquisition case with a consideration of more than 25 billion yuan, It has drawn much attention from the industry in terms of sources of M & A funds, design of M & A programs, and reasonable valuation.
Wingtech's 26.4 billion acquisition of Nexperia Semiconductor: simultaneous domestic and overseas acquisitions
According to the announcement, Wingtech has suspended trading since April 17 this year due to major issues in planning, and disclosed the relevant plans and opinions of various agencies on the reorganization on September 17. On October 10, the company received the “Opinion Letter on the Review of the Major Asset Restructuring Plan of Wingtech Technology Co., Ltd.” issued by the Shanghai Stock Exchange.
Subsequently, on October 24, Wingtech announced a plan to acquire all GP and LP shares of Nexperia Group by issuing shares and paying cash. After the transaction is completed, Wingtech will indirectly hold control of Anshi Group. According to the announcement, the target company Anshi Group has a valuation of 34.7 billion yuan.
According to the equity structure of Anshi Group, domestic funds hold 100% equity of Hefei Yuxin, Hefei Yuxin and overseas funds hold 100% of Yucheng Holdings, Yucheng Holdings holds 100% of Anshi Group, and Nexperia Group Holds 100% of Ace Semiconductor.
According to the preplan, the acquisition is planned to be carried out both domestically and overseas. In China, Wingtech intends to acquire the relevant equity shares of the upper-level investors of Hefei Yuxin's 12 shareholders (ie, 12 domestic funds) by issuing shares and paying cash. Among them, it includes all the domestic property shares and related interests owned by Zhongjian Assets of 12 domestic funds, Hefei Jianguang as a GP, and all property shares owned by the LP (or the actual upper-level investor) of the 7 domestic funds participating in the transaction. .
Overseas, Wingtech's overseas related parties intend to acquire all the property shares and related rights and interests owned by Zhongzhilu Capital, an overseas fund, as a GP by paying cash. Regarding the LP shares of overseas funds, after the listed company obtains control of Anshi Group, the overseas related parties of the listed company intend to purchase or repurchase all the property shares owned by the LP of the overseas fund by paying cash.
According to Wingtech, the listed company's proposed capital in the acquisition of Hefei Guangxin LP property shares is 6.705 billion yuan. The transaction is expected to pay 18.449 billion yuan in total, with a total consideration of 25.154 billion yuan, corresponding to the total equity of Hefei Yuxin. About 69.20% (after penetration calculation), taking into account the overseas JW's shareholding in Yucheng Holdings, the total proportion of equity corresponding to the acquisition of Yucheng Holdings is approximately 75.86% (after penetration calculation).
According to public information, Nexperia Group is the world's leading supplier of semiconductor standard devices. From the global ranking of market segments, Anshi Semiconductor's diodes and transistors rank first, logic devices rank second (behind TI), and ESD Protection devices ranked second, small-signal MOSFETs ranked second, and automotive power MOSFETs ranked second (behind Infineon).
The company's core downstream customers are the automotive industry, covering mobile and wearable devices, industry, communications infrastructure, consumer electronics and computers, etc., and are the world's leading manufacturers and service providers. According to the simulated financial statements of the Nexperia Group in the past two years, operating gross profit of 2.700 billion yuan and 2.907 billion yuan were achieved in 2016 and 2017 respectively. Gross profit increased with the increase in revenue; gross profit margins were 34.89% and 30.78% during the same period. .
Some analysts believe that Nexperia Semiconductor integrates design, manufacturing, and packaging and testing into one. It is a typical vertical integrated semiconductor company (IDM) with strong profitability. It is also the only large IDM in China with a complete chip design, wafer manufacturing, and packaging and testing. Enterprises with more than 10,000 hot-selling products and more than 20,000 customers, including well-known internationally renowned companies in the fields of automotive, communications, and consumption, have strong growth potential in the future in mobile communications, smart cars, and the Internet of Things. Development space is expected.
Wingtech is in the middle of the industrial chain, providing intelligent hardware R & D design and intelligent manufacturing services for mainstream electronic brand customers worldwide. The main upstream suppliers include electronic component suppliers including semiconductors, and the downstream customers include Huawei, Xiaomi, Lenovo , MOTOROLA, Meizu, China Mobile, Asus and other well-known manufacturers.
In this way, Wingtech and Nexperia Group are in the upstream and downstream of the industrial chain, and have synergistic effects in customers, technology and products. Through this transaction, the listed company will obtain control of Anshi Group. On the one hand, both parties During the integration process, resources can be grafted together to accelerate the development and implementation of A & S Group's business in the Chinese market, and further expand its market in the consumer electronics field through the resources of listed companies; on the other hand, listed companies will move up the industrial chain Extending, opening up the core links of the industrial chain, and realizing the independent controllability of the main components, will help listed companies to quickly implement the planning of the entire industrial chain ecological platform.
On the whole, Wingtech·s business covers smart terminals, automotive electronics, PCs, servers, IoT and other fields, while Nexperia Semiconductor is mainly targeted at consumer electronics, automotive electronics, communications and other fields. Semiconductors was an upstream supplier of Wingtech many years ago. Anshi's semiconductor devices can be widely used in various products of Wingtech. The two sides have maintained a close and in-depth cooperative relationship and have a fairly deep foundation of mutual trust.
According to some opinions, the main customers of Wingtech are internationally renowned electronic brand manufacturers, whose products include smart phones, IoT, notebook computers, etc. Although the core components of electronic products produced by Ace Semiconductor are widely used in the above consumer electronics and computer products Among them, however, 40% of customers and markets are in Europe and the United States, and more than 40% of revenue comes from automotive power semiconductors. Wingtech, familiar with the global market, can introduce a large number of world-renowned mobile phones, tablets, and notebook computers. , Smart hardware and other brand customers, help Anshi expand the market share in the consumer electronics, IoT, notebook computer market. Although Wingtech has some domestic customers in the field of automotive electronics, it has some shortcomings in the international market. After the integration of Ace Semiconductor, it will have the opportunity to enter the European, American, Japanese, and Korean markets through the channel of Ace, and open a broad global automotive electronics market.
In addition, from the perspective of industrial synergy, Anshi Semiconductor is the world leader in upstream core components such as logic chips, discrete devices and power semiconductors, and Wingtech has the world's leading technology in the design of downstream intelligent terminals. The integration of the two products and technology has huge development potential in the 5G era! Based on its own technology and deep understanding of downstream smart terminals, automobiles and other application areas, Wingtech can deeply integrate with Ace's chip-level packaging technology to develop 4G / 5G and IoT module products to maximize product value.
In contrast, domestic semiconductor manufacturers still have a large gap in the above-mentioned product areas. After the completion of this transaction, the listed company will obtain control of the target company and completely make up for the shortcomings of domestic companies in the above-mentioned product areas. The semiconductor industry has high technological barriers, and its core links are dominated by foreign capital. Against the background of increasingly stringent transaction reviews and even acquisition exclusions in Europe and the United States, domestic companies are hard to reproduce by merging foreign high-quality semiconductor companies. Extremely precious. Through this transaction, the listed company will indirectly gain control of the Anshi Group, and the industrialization background of the listed company can effectively promote the industrial development of the Anshi Group.
Wingtech: Shipment exceeds 100 million units in 2018
In addition, on October 30, Wingtech also released the third quarterly report for 2018. After two consecutive quarters of losses, Wingtech successfully turned losses into profits in the third quarter, achieving a net profit of 14.52 million yuan. Quarterly revenue soared to 5.58 billion yuan, exceeding the total revenue of the first half of the year, and also setting a record since the company was founded.
According to Wingtech's announcement and industry analysts, in the first half of this year, the Chinese mobile phone industry was affected by exchange rate fluctuations, increased tariffs, and rising prices of overseas suppliers' materials. Costs have skyrocketed. Wingtech has also been affected, compressing profit margins. And this year, Wingtech has actively abandoned customers with smaller profit margins in China this year to strive for better customers. At the same time, it has vigorously explored overseas customers and invested a lot of resources in pre-research work on 5G. Switching between new and old customers caused profits to be eroded.
Statistics from market research institutions show that in the second half of the year, the shipments of WDM, a leading ODM company, began to soar, with shipments exceeding 10 million units for two consecutive months in August and September, ushering in a strong development momentum. According to Sino analysis, the growth of shipments mainly comes from Huawei, Xiaomi, Lenovo, China Mobile, Asus, and new overseas customers Realme, Vodafone, LG and two global brand customers.
In 2017, Wingtech's main customers focused on domestic brands. In the first half of 2018, Wingtech vigorously explored overseas customers and successfully introduced a number of well-known global brands. However, because product project development takes 6-10 months, new customer projects in 2018 can only be listed from the third and fourth quarters of this year and the first quarter of 2019. Judging from the orders received by the supply chain, Wingtech will continue its good momentum of monthly shipments exceeding 10 million in the first quarter of 2019.
According to industry analysts, in the current ODM industry, Wingtech's customer ratio is the most balanced. It does not rely as much on a single customer as other ODM companies, and the current customers are all mainstream brands in the market, with strong anti-risk capabilities. Since September, Wingtech started mass shipments of mid-range models developed for a well-known domestic brand. In October, Wyntax started mass shipments of models developed for a leading international brand, driving Wingtech ’s revenue. Increased substantially. In 2019, there are two other well-known overseas brands cooperating with Wingtech. It is expected that the proportion of revenue from overseas customers will exceed that of domestic customers next year, offsetting the negative impact of exchange rate fluctuations on procurement costs and significantly improving profitability.
As a Qualcomm strategic partner and 5G key partner, at the morning of October 22, at the 4G / 5G Summit 2018 in Hong Kong, Qualcomm announced that Wingtech, as the only ODM manufacturer in the industry, will work with Xiaomi, OPPO, vivo, Sony Mobile, Motorola, Asus and other brand manufacturers released the first batch of Snapdragon X50 baseband 5G mobile phones. It is expected that after the 5G trial commercial launch in 2019 and the official popularization of 5G in 2020, Wingtech will become the main driving force for the smart terminal market and market prospects. considerable.
On the whole, as 5G enters the commercial stage, the era of industrial interconnection and smart cars has come. In the future, Wingtech ’s modular products based on AXA products will have great development in applications such as smart cars, smart hardware, and smart cities. potential. Together with Wingtech's software, server, driver, and cloud service capabilities, it can provide a complete system solution in the era of Internet of Everything. Through this transaction, Wingtech will gain control of Anshi Group. In view of the fact that Wingtech and Anshi Group are in the upstream and downstream of the industrial chain, they have synergies in customers, technology and products. It can realize the mutual conversion of resources, accelerate the development and landing of Ace Group's business in the Chinese market, and further expand its market in the field of consumer electronics through the resources of Wingtech.