44.5 million euros paid first and then delivered!To acquire overseas skin care brands, water sheep shares are asked about necessity

Judging from the announcement of the announcement, Ifidan, the target of the acquisition of Shuiyang shares, has declined in the past year after the period and net assets, and there are also high evaluation value -added rates.

"Investment Times" researcher Yu Fei

Four years after listing, Shuiyang Group Co., Ltd. (hereinafter referred to as Shuiyang, 300740.SZ) extended his hand to overseas brands.

Shuangyang shares disclosed the announcement recently that it is planned to purchase Kazokou SAS and Orgen 53 SAS for 44.5 million euros. The claims formed by the unprepted dividend. The total transaction amount totaling 49.5 million euros, about RMB 335 million.

"Investment Times" researcher noticed that Shuiyang shares have recently shot foreign assets frequently. Not long ago, the company had just completed the investment and acquisition of Chinese business in the French mid -to -high -end brand Pierauge. However, from the content of the announcement, the total assets and net assets of Yifeidan's acquisition of Yifeidan have declined in the past year, and there are also situations such as high appraisal value -added rates.

After the acquisition announcement was disclosed, the Shenzhen Stock Exchange issued a letter of attention to the water sheep shares. According to the requirements, the company needs to explain the reason for the high value -added rate of this transaction and whether the transaction price is fair, and combined with the company and the target company in the company and the target company. The synergy of business, products, markets, channels, and upstream and downstream shows that the company's specific reasons, transaction background and necessity of the company's acquisition of the target company.

High -premium acquisition of overseas brands

Shui Yang shares were originally known as Yugahui and started the mask. In February 2018, the company's main business was the development, production and sales of cosmetics.

Since its listing, the net profit of Shuiyang shares is relatively large. From 2018 to 2021, the company realized operating income of 2.245 billion yuan, 2.412 billion yuan, 3.715 billion yuan, and 501 billion yuan, respectively, with net profit of 131 million yuan, 27.2227 million yuan, 140 million yuan, and 236 million yuan.

Since this year, Shuiyang shares have significantly accelerated investment in international brands. In July, the company just completed the investment and acquisition of Chinese business in Pierauge Pierauge Pierauge. On July 17th, Shuiyang shares also announced that the all -funded subsidiary intends to purchase Kazokou SAS and Orgen 53 SAS for 44.5 million euros to buy 90.05%of the EFD 90.05%of the equity of Ifidan, and purchase the original shareholders held at 5 million euros at a price of 5 million euros. The claims formed by Ifidan have been declared at the beginning of the year but have not been paid.

Cosmetic brand Ifidan was founded in 2007. The product covers daily all -product skin care products such as cleansing, cream, essence, and mask. The price of items is about 1,000 yuan, which is a high -end brand. At present, Ifidan is a skin care brand in the Ashishi Agency.

The financial data in the announcement shows that from January to May 2022, Ifidam realized operating income of 19.7265 million euros and 8.3136 million euros, respectively, and realized net profit of 5.4923 million euros and 1.799 million euros. On May 31, 2022, the total assets were 14.5018 million euros, 12.718 million euros, and net assets were 6.2239 million euros and 3.465 million euros, respectively. It can be seen that the company's total assets and net assets have fallen signs in the past year.

For the above -mentioned situation, the attention letter requires the type, specific purpose, research and development of Yifeidan's main products, and in the past year, the sales of various types of major products, costs and cost changes, etc. The company's main products have gross profit margin and its changes in the past year.

At the same time, Shuiyang shares also need to explain the reason for the high value -added rate of Ifidan, whether the transaction price is fair, and fully remind the risk of evaluating the higher value -added.

In the reply letter, Shuiyang shares stated that the industry's industry is in the cosmetics industry, involving the research and development, production and sales of high -end cosmetics, and the company's sales are mainly distributed models and have the characteristics of light asset operation. Therefore It is mainly adopted to evaluate the market law. With reference to high -end cosmetics brands, it is comparable to the valuation of listed companies, supplemented by future cash flow, and eventually reached an agreement by the parties to the transaction.

In comparison, the valuation index of the target company is comparable to the average level of the industry market. The company believes that the price of this transaction is fair.

From 2018 to 2021, the net profit of Shuiyang shares

Data source: Flush iFind

Payment first after transaction is asked

In addition to the decline in Ifidan's assets and high value -added, the transaction method also attracted the attention of the Shenzhen Stock Exchange.

According to the disclosure, the parties to the transaction are expected to complete the delivery within 10 working days after the signing of the contract or the consent of the other parties, but it should be no later than July 31. After the agreement is signed, the investor will pay 30%of the equity consideration to the trading opponent, with a total of 13.35 million euros; the remaining 70%of the equity considerations and debt considerations, totaling 36.15 million euros will be paid to the account designated by the trading opponent on the day of the delivery. At the same time, the trading opponent is directed to the investors to deliver all the delivery documents.

The attention letter shows that the water sheep shares need to explain the arrangements for paying first and then delivery.

In addition to explaining the transaction method "whether it is in line with the general situation of the acquisition of the same industry and whether it is conducive to protecting the interests of listed companies", water sheep shares also need to adopt and adopt measures that have been adopted to ensure the obligations of the company's delivery company. Combined with the specific agreement of the other party's performance and the default liability clauses, it shows that if the delivery cannot be completed smoothly, the investors and the company can adopt the relief measures. It should be noted that although Ifidan will be included in the company's merger statement after the acquisition is completed, the founder of Ifidan still holds a small number of shares and plans to continue to serve as the company's legal representative. After the acquisition, it will continue to be independent.

In this regard, Shuiyang shares also need to add relevant measures and plans for the company's intended to take control and business integration of Ifidan. After the acquisition is completed, whether the company can implement effective control of Ifidan.

In the reply letter, Shuiyang shares stated that the payment arrangement of this transaction conforms to the general situation of the acquisition cases in the same industry, and the general arrangement of the acquisition of the European target enterprises, and the negotiation of the opponent's opponent in conjunction with the actual situation of the company, which is conducive to protecting the company’s company’s’s. Benefit.

The transaction opponent holds a total of 100%equity of the target company. According to the investment agreement signed by the parties and the provisions of French law, if its default, the listed company has the right to terminate the agreement and requires the transaction to return the opponent to the first phase of investment funds, and the company does not need to need Take any responsibility. At the same time, listed companies can also delay the delivery time, or force the transaction to the opponent to fulfill its delivery obligations under the agreement to ensure the smooth completion of the delivery.

"Investment Times" researcher noticed that the acquisition will also form a large amount of goodwill, which gives water sheep shares the risk of goodwill.

Water sheep shares said that after this transaction, if it cannot be effectively integrated with corporate culture understanding and resource advantages, it may bring certain risks to the company's business management and business integration collaboration. According to the requirements of the attention letter, Shuiyang shares need to explain whether the relevant parties of the transaction set up related performance commitments, if so, add the content, setting basis and reasonableness of the relevant performance commitment; The reason and reasonableness of the commitment.

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