Estun (002747): Issued shares and convertible bond welding robot leader injected into listed companies
Highlights of the report Event description On September 6, the company issued the “Plan for Issuing Shares and Convertible Bonds to Purchase Assets and Raising Supporting Funds and Related Party Transactions.”
The company intends to purchase 51% equity of Dingpai Mechanical and Electrical Co., Ltd. it holds by distributing Lester shares and convertible bonds to the controlling shareholders. At the same time, it plans to issue non-public offering shares or matching funds raised by convertible bonds to raise fundsNot more than 100% of the transaction price of the asset to be purchased.
The company will resume trading on September 9 (Monday).
Incident Review The company announced on the 25th that it will increase investment in Nanjing Dingpai 厦门夜网 Electromechanical Co., Ltd. with the controlling shareholder Perest5.
510,000 yuan, after the completion of the capital increase, Estun Automation holds a 49% stake in Dingpai Mechanical and Electrical.
Therefore, after the completion of the transaction, Dingpai Mechanical and Electrical will become a wholly-owned subsidiary of the listed company, and the listed company will control the Cloos company.
The price of the 51% equity interest in the underlying Dingpai Electromechanical will be based on the cost of acquiring Cloos, including but not limited to the cash consideration paid for the Cloos transaction (1.
9607 billion euros) and capital costs, intermediary fees, financial, accounting and legal due diligence fees actually incurred during the Cloos transaction and interest payments required under the lockbox mechanism.
The price of the shares issued in this transaction is 8.
00 yuan / share, the initial conversion price of convertible bonds is also 8.
00 yuan / share.
Cloos has a century of history and technology accumulation. It is a leading supplier of welding automation products and customized welding system solutions. It is one of the first companies in the world to have completely autonomous welding robot technology and products.
Cloos mainly serves the heavy industrial machinery industry, including construction machinery, commercial vehicles, agricultural machinery, and rail transportation.It maintains good relations of cooperation with many world-renowned companies such as Terberg and AGCO.
The company’s existing three major business sectors are overall automation solutions, robotics and welding products, and customer service.
According to the German Federal Register, Cloos’s operating income has increased in the past three years, and its profit has changed.
FY 2018 (2017.
10) Revenue is 1.
4.4 billion euros (11.
410,000 yuan), an increase of 47% in the past, and a profit after tax of 0.
1.3 billion euros, an increase of 674% in ten years.
In the first half of the year, the company’s robot body and motion control business both achieved counter-trend growth and their performance was flat. In the second half of the year, they are expected to bottom out before the industry and return to profit growth.
The acquisition will enable the company to occupy the high points of the robot industry segment, and effectively occupy the thin plate mid-to-high-end welding robot workstation market and robot laser welding market of the global market space, open up new business growth points, and further stabilize the domestic leading part.
Regarding this acquisition for the time being, it is expected that the net profit attributable to the mother in 19-21 will be about 1.
1.4 billion, PE is 63, 46, 36 times, maintaining the “buy” level.
Risk Warning: 1.
The growth rate of manufacturing investment has once again declined; the acquisition progress has fallen short of expectations.