Wang Luo China Securities Journal 2024-12-19 15:27

China Securities Network News (Wang Luo) On the evening of December 16, Sanyou Medical (688085) announced that the company intends to acquire 37.1077% of the shares of Beijing Shuimu Tianpeng Medical Technology Co., Ltd. (hereinafter referred to as "Shuimu Tianpeng") held by Cao Qun and Xu Nong and 98.9986% of the Shanghai Huanzhan Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Huanzhan") held by 11 counterparties including Zhan Songtao The limited partner contributed the share, through its subsidiary Tuoteng (Suzhou) Medical Technology Co., Ltd., to acquire the 1.0014% general partner capital contribution share of Shanghai Huanzhan held by Zhangjiagang Tianpeng Investment Management Co., Ltd. in cash, and issued shares to raise matching funds.

Prior to this transaction, Sanyou Medical already held 51.8154% of the equity of Shuimu Tianpeng and included it in the scope of consolidated statements. After the completion of this transaction, the company will hold a total of 100% equity interest in Shuimu Tianpeng through direct and indirect means.

It is understood that Sanyou Medical, founded in 2005 and listed on the Science and Technology Innovation Board in 2020, is an enterprise with leading scale, leading technology and strong market competitiveness in the field of orthopedic consumables and spine segmentation in China. The company's main business is the research and development, production and sales of medical orthopedic implant consumables, which mainly involve spine, trauma, sports medicine and other fields. The company's product strategic layout also includes the application of new materials, 3D printing and other aspects to strengthen the layout of the orthopedic field, and the research and development direction focuses on the latest clinical research results and further subdivided therapies in the orthopedic field. In addition, the company will continue to increase its weight in the international market, and will acquire Implanet, a French orthopedic listed company, in 2023, so that it can directly export new technologies and products to the international high-end market in the future, build an overseas marketing network, and complete the initial layout of international business.

Shuimu Tianpeng, a subsidiary of the target company to be acquired, is a medical device enterprise focusing on the research and development, production and sales of ultrasound surgical equipment and consumables, and its main products include ultrasonic bone power equipment and cutter heads, ultrasonic soft tissue cutting hemostasis equipment and cutter heads. Shuimu Tianpeng has deep R&D accumulation and core technology in ultrasonic bone knife products, and is one of the leading enterprises in the field of ultrasonic bone knife. As of April 30, 2024, Shuimu Tianpeng has 299 domestic and foreign patents, and with leading technology and reliable products, Shuimu Tianpeng, as the only enterprise unit, has participated in the completion of the formulation of national industry standards "YY/T1601-2018 Ultrasonic Bone Tissue Surgery Equipment", "YY/T 1853-2022 Ultrasonic Bone Tissue Surgery Equipment Tools" and "YY/T 1750-2020 Ultrasonic Soft Tissue Cutting and Hemostasis Surgical Equipment".

According to the information of Maxima bidding network, in 2022 and 2023, the market share of Shuimu canopy will be 51.08% and 46.20% respectively, and the market share is industry-leading. At the same time, the net profit of Shuimu Tianpeng from 2018 to 2023 showed an upward trend year by year, with the net profit increasing from 3.3406 million yuan in 2018 to 41.6136 million yuan in 2023, with a compound growth rate of 65.61%.

According to the asset appraisal report issued by Lixin Appraisal, with April 30, 2024 as the appraisal base date, the appraised value of 100% equity of Shuimu Tianpeng is 863.00 million yuan, which is 692.5165 million yuan higher than the net book assets attributable to shareholders of the parent company in its consolidated statements of 170.4835 million yuan, with an appreciation rate of 406.21%. The P/E ratio of the assets is 16.56 times, and the P/E ratio of comparable cases in the same industry market is 15.57 times, and the appraised value of the underlying assets of this transaction is 406.21%, which is lower than the 620.34% of comparable cases in the same industry market.

Although there are certain differences in the main business of Sanyou Medical and Shuimu Tianpeng, the company stated in its reply to the inquiry letter that after the completion of the acquisition, the two parties will be able to generate strong synergies in terms of products, business, key technologies, R&D personnel, supply chain channels, customers and market development, which is conducive to improving the profitability and shareholder returns of listed companies, and maintaining the stability and incentive of the core team of Shuimu Tianpeng. At the same time, the two parties promote each other and strengthen strategic synergies in terms of products and businesses, key technologies and R&D personnel, supply chain channel integration, customers and market development.

The company said that Shuimu Tianpeng's ultrasonic bone knife business can expand the industrial chain of listed companies, extend the product chain of listed companies from orthopedic implants to orthopedic active surgical medical devices, and finally realize the strategic layout of providing customers with overall surgical solutions; At the same time, Shuimu Tianpeng belongs to a domestic "hard technology" medical device company, which is in line with the national new quality productivity development strategy. The company believes that this acquisition will not only help the listed company to supplement and strengthen the chain, but also has important strategic significance for the listed company to enhance the hard technology attributes.

In addition, affected by the implementation of the national high-value spine consumables procurement implementation, the sales price of spinal implant products of listed companies declined, resulting in a decline in the operating income and net profit of the orthopedic implant business of listed companies. According to the operating data of Shuimu Tianpeng, the net profit from 2018 to 2023 will show an upward trend year by year. The revenue scale and profitability of Shuimu Canopy continued to grow. This transaction is an acquisition of high-quality assets by a listed company, which will help improve the profitability of the listed company.

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