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On August 11th, Pharma.com reported that the PE (price-earnings ratio) of the acquisition of Hanyu Pharmaceuticals was 16.36-16.91 times, below the industry average, and the trading valuation was relatively cautious.
" August 6, Haizheng Pharmaceuticals (600267. SH) to respond positively to the two valuation differences before and after Hanyu Pharmaceuticals.
late July, Haizheng Pharmaceuticals disclosed plans for a major asset restructuring to issue shares, convertible corporate bonds and cash to HPPC to buy its 49% stake in Hanyu Pharmaceuticals, with a matching capital raising of no more than 1.5 billion yuan.
the related restructuring deal caused market concern as soon as it came out.
, as a counterparty, Gao's capital is indirectly the second largest shareholder in Haizheng Pharmaceuticals, among them, among them through a share swap.
Haizheng Pharmaceuticals related to the reporter confirmed that after the completion of the transaction, Gao Wei has the right to nominate a candidate for director, participate in the listed company's business decision-making.
, on the other hand, is the controlling subsidiary of Haizheng Pharmaceuticals, the target of the restructuring.
2017, Haizheng Pharmaceuticals gave up its preferred right to buy the stake, but three years later wanted to buy it back at nearly 2.3 times the price, before and after the two transaction valuation gap is huge, was questioned by the outside world, and even attracted inquiries from the Shanghai Stock Exchange.
based on the needs of strategic transformation, it is necessary to introduce strategic investment institutions under the premise of maintaining the controlling position of state-owned shareholders and to realize the acquisition of minority shares by paying the price by various means.
" Haizheng Pharmaceuticals said.
For the reasons for giving up the preferred right to buy this part of the shares that year, Haizheng Pharmaceuticals explained that the listed company was affected by the current capital situation and the delay in the refinancing process, failed to meet Pfizer's requirements for full cash payment and payment time, based on the actual difficulties at that time, in fact, can not take the sale of Pfizer's Hanyu Pharmaceuticals stake.
to buy back Hanyu Pharmaceuticals is Haizheng Pharmaceuticals' "profit cow", but the development is rather bumpy.
2012, multinational giant Pfizer and Haizheng Pharmaceuticals "hand in hand" to form a joint venture with Haizheng Pfizer (the predecessor of Hanyu Pharmaceuticals), each with a 49% and 51% stake in the company.
According to the joint venture agreement, Pfizer injected 10 varieties into the joint venture, including 7 patented original research drugs, 2 authorized imitations and 1 imported registered varieties, while Haizheng Pharmaceuticals injected 64 approved varieties and 11 transitional varieties such as hydrochloric acid table Jubi star, Idabi star, Meropenan.
For Haizheng Pharmaceuticals, this cooperation is nothing more than the hope of using Pfizer's technology and products to achieve the transformation from API to brand generic pharmaceutical companies, Pfizer is more hope to use the raw materials and channel advantages of local pharmaceutical companies, the patent expired mature drugs in the Chinese market quickly bigger.
" Haizheng holds a controlling stake, but in the operation of the Pfizer side more dominant.
" August 8, an industry insider close to Haizheng Pharmaceuticals told reporters, "the two sides have different demands, operation and sales model is also very different, doomed to go long."
" 2017, the partnership between Haizheng Pharmaceuticals and Pfizer began to crack.
Pfizer is determined to take a 49 per cent stake in Haizheng Pfizer out of the joint venture, based on the restructuring of its global strategic layout.
, which has the right to buy first, is too shy to take over because of "shyness in its pocket".
two years before that, Haizheng Pharmaceuticals had a hard time.
from the 2015 production of the core cooperative varieties of Tejixing, to 2016 exports of API has been banned from the European and U.S. markets, to a number of executives have left, Haizheng Pharmaceuticals continued to be volatile.
the end of 2016, Haizheng Pharmaceuticals was already sadded with tens of billions of yuan in interest-bearing liabilities, while its net profit for the year was only 61.85 million yuan.
November 2017, Hawking Capital took a 49% stake in Haizheng Pfizer with $286.39 million in cash through its U.S. dollar fund.
at the current exchange rate, the cost of the high-rise offer was RMB1,902 million, corresponding to the overall valuation of Haizheng Pfizer at RMB3,881 million.
in order to continue to obtain Pfizer-related varieties of technology transfer, Haizheng Pharmaceuticals even amended the joint venture charter, essentially waived the right to ask Pfizer to return the shares, thus allowing Pfizer to complete the exit deal.
In July 2020, Haizheng Pharmaceuticals resumed its acquisition of a minority stake in Hanyu Pharmaceuticals, with an estimated trading price range tentatively set at 4,337 million to 4,483 million yuan, and the overall valuation of Hanyu Pharmaceuticals has risen to 8.85 billion to 9.15 billion yuan.
For the difference in valuations between the two previous deals, Haizheng Pharmaceuticals said that compared with the previous transaction, the real estate (Pfizer-related varieties transferred to domestic production) process has made some progress, the expectation is more clear.
addition to the varieties that are no longer planned to be transferred, under normal circumstances, it is possible to complete the real estateization of up to one, Tejixing, A Qianglong and Mei Zhuole in the next 3-4 years.
through real estate, can reduce the unit cost of drugs, improve profitability.
" in the past, the joint venture mainly sold the varieties injected by both parties, the business is relatively single, the dependence on Pfizer is higher.
Pfizer's exit, Hanyu Pharmaceuticals has gradually expanded its innovative drug promotion business and gradually reduced its dependence on Pfizer.
" the aforementioned industry insiders pointed out to reporters.
It is learned that in the past two years, Hanyu Pharmaceuticals has obtained Fudan Zhangjiang's Liyudo, Novarma Pharmaceuticals' respiratory sanrun products (of which Anrun and Jierun have entered health insurance), and the company's Oma ring, and other products to promote services, forming a new profit growth point.
sales figures show that in 2017, Hanyu Pharmaceuticals generated about 58% of revenue from the distribution and promotion of Pfizer products, a decline to about 33% in 2019.
Compared to planning for transformation, the luxury of buying back a minority stake in Hanyu Pharmaceuticals at a price of 4.4 billion yuan, since the end of 2018, Haizheng Pharmaceuticals around the "slim, focused" strategy, through the sale of approvals, selling real estate, selling equity, cutting research and development projects and other different ways, "fancy" sale of assets.
, production and sales of chemical raw materials and preparations by the owners of Haizheng Pharmaceuticals have been trying to transform from API to high-end preparations, from imitation to independent innovation in recent years.
after Pfizer's exit, Hanyu Pharmaceuticals is still the preparation sales platform of Haizheng Pharmaceuticals, which is the key to its transformation from "apibo-based" to "preparation-based".
past two years, Hanyu Pharmaceuticals gradually out of the "break-up" shadow, earnings and cash flow are quite considerable.
2018, 2019 and the first quarter of 2020, Hanyu Pharmaceuticals achieved net profit of 529 million yuan, 541 million yuan and 255 million yuan, respectively.
" stake in Hanyu rose from 51% to 100%, which has a thickening effect on haizheng Pharmaceuticals' earnings and cash flow.
", the aforementioned industry told reporters, "this acquisition of a minority stake in Hanyu, more urgent is the introduction of gaoxuan this war investment, to promote the strategic transformation of the entire company."
" the restructuring includes "cash plus shares and convertible bonds" to buy assets and the issuance of "shares and convertible bonds" to raise matching funds two transactions.
the completion of these two transactions, Haizheng Pharmaceuticals will form a state-controlled, high-stakes, employee-owned equity structure, breaking the governance and incentive deadlock of state-owned listed companies.
consideration of additional issues and convertible bond-for-equity transfers, The indirect stake in Haizheng Pharmaceuticals is expected to exceed 10%, making it the second largest shareholder.
statistics, Gao's capital has basically completed the global biomedicine, medical equipment, high-end hospitals, pharmaceutical retail and other industry chain coverage, a total of more than 160 enterprises invested.
, there are more than 100 Chinese enterprises with a total investment of more than 120 billion yuan and a total market value of more than 2.5 trillion yuan.
its dense layout on the health track, forming a strong ability to import and integrate industrial resources.
's profit recovery in the past two years has also been related to the empowerment of Gao.
It is understood that in the three years since the stock market took over, Gao's capital has connected a number of pharmaceutical resources for Hanyu Pharmaceuticals, including assisting Hanyu Pharmaceuticals to introduce new products, signing cooperation agreements with Gaoji Medical under Gaoji, opening up retail channels and cooperation with Internet online medical services.
.