NBTM New Materials plans to acquire 34.75% stake in Shanghai Fuchi for 673 million yuan at a high premium

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Summary · why it matters

NBTM New Materials has disclosed a restructuring report, planning to acquire a 34.75% stake in Shanghai Fuchi for 673 million yuan through a combination of share issuance and cash payment, while also intending to raise supporting funds of no more than 515 million yuan. This transaction constitutes a connected transaction. The appraised value of all shareholders' equity of the target company is 1.938 billion yuan, representing a premium of 105.44% over its net book assets. Differentiated pricing is applied to Yuanzhi Xinghuo, with its 100% equity valued at approximately 2.195 billion yuan, a premium of about 13.26% over the appraised value. The performance commitment parties have pledged that Shanghai Fuchi's combined non-recurring net profit from 2026 to 2028 will be no less than 693 million yuan. The target company has significant reliance on a major customer in a certain industry chain, with direct and indirect sales revenue accounting for up to 56.54% during the reporting period, and exclusive cooperation arrangements involving nearly 40% of revenue. After the transaction, the listed company's goodwill will reach 576 million yuan, accounting for 7.34% of total assets and 14.59% of net assets, posing a goodwill impairment risk. NBTM New Materials itself faces a sharp slowdown in revenue growth, high accounts receivable, and inventory pressure. This acquisition aims to strengthen its MIM business layout, but the target company's customer dependence and exclusivity constraints, combined with its own slowing growth, create a prominent conflict between the long-term value and short-term risks of the acquisition.

Impact on stocks 1

Others▲ · 1 stocks
NBTM New Materials Group Co Ltd
600114
± MixedCapitalrelevance

NBTM plans to acquire a 34.75% stake in Shanghai Fuchi via share issuance and cash, with performance commitments and goodwill impairment risk.

Off-coverage companies 2

上海富驰高科技股份有限公司Private▲ Positive
Capitalrelevance

Shanghai Fuchi is the target of a high-premium acquisition with performance commitments guaranteeing net profit of 693 million yuan over 2026-2028.

深圳市远致星火私募股权投资基金合伙企业（有限合伙）Private▲ Positive
Capitalrelevance

Yuanzhi Xinghuo's equity is valued at a premium of about 13.26% over appraised value in the transaction.

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