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雅创电子(301099.SZ)子公司拟要约收购威雅利(00854)全部股份 推进电子元器件分销业务

Yachuang Electronics (301099.SZ) subsidiary plans to make an offer to acquire all shares of Weiyali (00854) to promote electronic component distribution business

Zhitong Finance ·  Feb 1 08:12

Yachuang Electronics (301099.SZ) issued an announcement. Hong Kong Yachuang Taixin Electronics Co., Ltd., a wholly-owned subsidiary of the company (abbreviation...

According to Zhitong Finance App News, Yachuang Electronics (301099.SZ) announced that Hong Kong Yachuang Taixin Electronics Co., Ltd. (Hong Kong Taixin for short), a wholly-owned subsidiary of the company, will make a voluntary conditional cash purchase offer to all shareholders of Weiyali Electronics (Group) Co., Ltd. (Weiyali for short) shares that have already issued shares other than Hong Kong Taixin if the pre-conditions of the offer are met. At the same time, it will make a cash share purchase offer and cancel it. As of the disclosure date of this announcement, the total number of shares issued by Weiyali was 87.622 million shares, including 18.614,300 shares of the underlying company (accounting for about 21.24%), and other shareholders held a total of 69.077 million shares (accounting for about 78.76%). The share offer price is HK$3.30/share (or equivalent in Singapore dollars).

Furthermore, as of the disclosure date of this announcement, the target company has granted a total of 1.296,500 valid share options to its employees. Each share option holder has the right to purchase the underlying company shares at the agreed exercise price (each exercise of the share option can purchase 1 newly issued share of the underlying company). Of these, 566,500 share options have an exercise price of HK$3.91 per share, and the exercise price of 730,000 share options is HK$2.61 per share. If the terms of this share offer are met, in addition to paying cash consideration to shareholders of issued shares that have accepted the offer, Hong Kong Taiwan Credit will also be required to pay cash consideration to the share option holders who have accepted the offer to cancel such share options.

If the proposed acquisition is successfully implemented, Hong Kong Taixin and its co-actors will hold at least 50% or more of the issued shares of the target company and at most 100% of its issued shares, which may result in the target company's public shareholders' shareholders' share holdings not meeting the listing requirements of the Stock Exchange and the SGX after this offer (that is, the shareholding ratio of Vialey's public shareholders should not be less than 25%), and may even be privatized and delisted due to forced takeover. The transaction is expected to constitute a major asset restructuring as stipulated in the “Administrative Measures on Reorganization”.

According to reports, the target company is mainly engaged in the electronic component distribution business, mainly distributing products from internationally renowned electronic component design manufacturers such as ST (ST), Asahi Kasei Microelectronics, Murata, and Sanken Electric. The main customers include Haier Group, Zhongshan Taiyo, ETTEC, Dongfang Jiule, Zomu Technology, etc. Over decades of operation, Weiyali has accumulated rich customer resources. The main customers in the automotive electronics field are automotive electronic parts manufacturers, and its products are widely used in well-known brand automakers such as BYD, Chery, SAIC, GAC, Changan, and Xiaopeng.

The company said that the company and the target company have strong complementarity and business synergy in terms of product lines, product categories, application fields, etc. Through this restructuring, it is possible to promote the company to improve the product line layout, enrich distribution categories, and expand the downstream customer base, thereby promoting the further development of the company's electronic components distribution business.

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