1 billion 650 million! China Optoelectronics intends to acquire MEMS assets

HC semitek yesterday (14) evening announcement, the company intends to issue 237 million shares, at a price of 1 billion 650 million yuan acquisition held by NSL, the harmonious harmonious core light photoelectric 100% stake; at the same time, the company will be to the harmonious core light, the company chairman Zhou Fuyun non-public offering of 28 million 777 thousand shares, to raise matching funds of not more than 200 million yuan. The issue of shares to buy assets and supporting the issue of shares to raise funds are 6.95 yuan / share. Through this transaction, the company will set foot in the field of sensors, to strengthen the layout of consumer electronics, automotive electronics and other fields.

According to the announcement, there is no actual operation of the harmonious photoelectric itself, the main assets of 100% stake held by its subsidiaries in Hongkong Target Corp MEMSIC. In June 30, 2016 as the assessment date, the underlying assets of the pre evaluation of the valuation of 1 billion 660 million yuan photoelectric harmony. After consultation by the parties to the transaction, the transaction amount of 1 billion 650 million yuan.

Public data shows, MEMSIC is mainly engaged in micro electro mechanical systems (MEMS) research and development, manufacturing and sales of products, the main products for the accelerometer and magnetic sensor, products are widely used in many fields such as intelligent mobile phone. 2007 listed on the Nasdaq, is the world's first micro electromechanical technology (MEMS) listed companies. After a comprehensive consideration, MEMSIC restructuring, the original sensor business segment and system integration business segment is split, after the completion of the restructuring of the MEMSIC only to retain the sensor business. Historical operating data show that some of the business was stripped of the MEMSIC in 2015, the first half of yuan revenue was $319 million and $181 million, net profit of $44 million 896 thousand and 200 and $27 million 204 thousand and 100, respectively.

It is reported that the counterparty harmonious core light and NSL commitments, net profit target company in 2017, 2018 and 2019 respectively not less than $13 million 780 thousand (about 91 million 377 thousand and 900 yuan), $16 million 621 thousand (about $110 million) and $19 million 864 thousand (about 132 million yuan). "Net profit" refers to those who are less than the net profit attributable to the parent company after tax deduction. If the actual net profit is not up to standard, the transaction will be compensated in accordance with the provisions of the agreement.

In addition, the transaction will raise funds for the purpose of the company's equity investment projects. The high precision single chip gyroscope project is expected to total investment of 85 million 960 thousand yuan, mainly for the development, the cost of materials, purchase of equipment and software purchases, the project in the period the average annual after tax profit is expected to reach 66 million 270 thousand yuan, the investment return rate of 77.09%; uncooled infrared imaging sensor projects a total investment of 115 million yuan, is expected to the average annual after tax profit of 75 million 810 thousand yuan, the investment income rate can reach 66.41%.

Hua Yue photoelectric said that after the completion of the transaction, the company will be able to enter the field of MEMS sensors. The field as a segment of the industry in the semiconductor industry, with applications in aviation, aerospace, automotive and other industries, the company will take the layout of the consumer electronics market, industrial applications, further development of the integrated circuit industry related business, realize the diversification of the extension development.

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