More than eight months after first disclosing its reorganization plan, Xinnuowei (300765.SZ) has revealed a more detailed refinement of its reorganization scheme.
On the evening of October 15th, Xinnuowei announced its intention to purchase 100% of the equity of Shiyue Group BaiKe (Shandong) Biopharmaceutical Co., Ltd. (hereinafter referred to as "Shiyue BaiKe"), held collectively by Shiyue Group Weisheng Pharmaceutical (Shijiazhuang) Co., Ltd. (hereinafter referred to as "Weisheng Pharmaceutical"), Shiyue (Shanghai) Co., Ltd. (hereinafter referred to as "Shiyue Shanghai"), and Shiyue Group Enbipro Pharmaceutical Co., Ltd. (hereinafter referred to as "Enbipro Pharmaceutical"), through the issuance of shares and cash payment.
According to the asset evaluation report issued by Zhongqihua, with June 30, 2024, as the evaluation base date, the evaluation result of Shiyue BaiKe's 100% equity using the income method is 7.622 billion yuan, with an appreciation rate of 78.25%. After consultation among all parties, the transaction price for Shiyue BaiKe's 100% equity is determined to be 7.6 billion yuan.
Looking at the transaction plan, the 7.6 billion yuan valuation for Shiyue BaiKe is composed of two parts, including a share consideration of 6.84 billion yuan and a cash consideration of 760 million yuan.
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At the same time, Xinnuowei plans to issue shares to no more than 35 specific investors to raise up to 1.78 billion yuan in supporting funds, which will be used to pay the cash consideration for this transaction, the construction project of a new drug research and development base, the industrialization project of new biological drugs, and to supplement working capital.
According to business records, the three transaction counterparts in this reorganization, namely Weisheng Pharmaceutical, Shiyue Shanghai, and Enbipro Pharmaceutical, are all 100% controlled by Shiyue Group. The three transaction counterparts, along with Xinnuowei and Shiyue BaiKe, belong to the Shiyue Group, with the actual controller being Cai Dongchen.
A person from Xinnuowei told the reporter: "The original target of this reorganization was the innovative drug assets under the Hong Kong stock platform of the Shiyue Group. The essence of this transaction is to inject the assets into the A-share platform of the Shiyue Group."
According to the announcement, the target of this reorganization, Shiyue BaiKe, is an innovative biopharmaceutical company dedicated to the research and development and commercialization of innovative biopharmaceuticals such as long-acting protein drugs. Currently, its main product is the independently developed long-acting white blood cell-raising preparation Jinyouli, used to increase the number of white blood cells to ensure the effectiveness of anti-tumor treatment. In addition, Shiyue BaiKe also has a short-acting white blood cell-raising agent Jinxuli (recombinant human granulocyte colony-stimulating factor injection), which can meet the short-term white blood cell-raising needs of clinical patients. According to public data, these two drugs were launched in 2011 and 2000, respectively.
According to the reorganization report released by Xinnuowei, Shiyue BaiKe's operating income and net profit in 2023 were 2.32 billion yuan and 780 million yuan, respectively. If this acquisition is successfully completed, Xinnuowei's operating income and net profit in 2023 will reach 4.791 billion yuan and 1.165 billion yuan, with an increase of 88.71% and 168.12%, respectively.
Furthermore, in the reorganization report, the transaction counterparts have given a clear performance commitment. The transaction counterparts承诺 that Shiyue BaiKe's net profit for 2024-2026 will not be less than 435 million yuan, 393 million yuan, and 436 million yuan, respectively, totaling 1.264 billion yuan; if the delivery date is postponed to after 2024, the net profit achieved in 2025-2027 will not be less than 393 million yuan, 436 million yuan, and 502 million yuan, respectively, totaling 1.331 billion yuan.Xinnuowei stated that through this transaction, the listed company will further extend its biopharmaceutical layout to frontier areas such as long-acting proteins, deepening its layout in the cutting-edge fields of biopharmaceuticals. The company and Shiyiyao BaiKe will also leverage synergistic effects to enhance competitiveness.
The aforementioned Xinnuowei representative told reporters that this transaction still requires approval by the company's shareholders' meeting, review and consent by the Shenzhen Stock Exchange, and registration by the China Securities Regulatory Commission, among other procedures.