Busy in pharmaceutical restructuring and integration: policies boost 1 billion level M & A

2013-10-08 source: the first wave of M & A in the pharmaceutical industry is dominated by the leader with a market value of 100 billion, and the second wave is set off by the enterprises with a market value of 10 billion As one of the nine key industries of M & A, biomedical industry has been the main battlefield of M & A activities The recently finalized M & a split system audit is more like a catalyst According to statistics, a few biomedical M & as are backdoor or listed as a whole, most of them are industrial integration, or consolidation of the main business, or cross-border extension, or opening up upstream and downstream, or overseas M & A Since the second wave of biopharmaceutical M & A came in the second half of 2012, 31 biopharmaceutical mergers and acquisitions have been completed; only one failed; 61 are in progress, involving 29.638 billion yuan of M & A amount In recent years, the merger and acquisition of domestic pharmaceutical market has been "high fever" Among them, the first water test in the pharmaceutical business field, Sinopharm, Shanghai Pharmaceutical and China Resources pharmaceutical "Three Kingdoms killing" scene is bustling The first round of domestic pharmaceutical integration mainly formed these three pharmaceutical groups with a market value of 100 billion yuan, and basically laid a competitive pattern The second round of integration follows, and more climaxes occur According to the statistics of financial weekly report, since the second half of 2012, 31 biomedical mergers and acquisitions have been completed; only one failed; 61 are in progress, involving 46 companies and 29.638 billion yuan of M & A amount 37 M & as with a total amount of 17.957 billion yuan involving 30 buyer listed companies have been completed Among them, there are 8 pharmaceutical M & as with a value of less than 100 million yuan; most of them range from 100 million yuan to 500 million yuan, with 23 in total; there are 2 M & as with a value of 500-1 billion yuan, the buyer of which is Fosun Pharmaceutical and Xinbang pharmaceutical; there are 4 Tianliang M & as with a value of over 1 billion yuan, including TSL 1.450 billion yuan, Xinfu pharmaceutical 1.746 billion yuan, Shanghai Laishi 1.8 billion yuan and Hongcheng 5.6 billion yuan According to statistics, the 30 "big money" companies are mainly local first-class enterprises with a market value of 10 billion yuan - 18 with a market value of less than 10 billion yuan, 7 with a market value of 10-20 billion yuan, 4 with a market value of 20-50 billion yuan, and only one with a market value of more than 50 billion yuan In other words, the new round of pharmaceutical M & A has been replaced by a small company with a large amount of money "The main reason is that the policy is promoting the" 12th Five Year Plan "to clearly point the integration of the pharmaceutical industry to" strong "and" large " Generally, small and medium-sized pharmaceutical enterprises can not afford to invest in large and long-term pharmaceutical research and development, which gives the industry's leading mergers and acquisitions opportunities." "On the other hand, the new GMP requires compulsory certification by the end of 2013 It is difficult for small and medium-sized enterprises with weak capital to increase investment in transformation, and these enterprises are most likely to be the targets of M & A," a private placement in biomedicine in South China told reporters The reporter noted that at the end of last year, in the "opinions of the State Council on promoting merger and reorganization of enterprises" and the Ministry of industry and information technology, etc In the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by the Ministry, nine key industries (automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agriculture) including medicine have been established to promote the merger and reorganization The effect is immediate Since this year, the pace of M & A of pharmaceutical listed companies has accelerated significantly, with no less than 20 related cases According to wind data, as of September 17, the total number of M & A transactions in the whole healthcare sector was 121, with a transaction amount of RMB 42.537 billion In terms of the number of transactions, the pharmaceutical industry is the most active one in the implementation of M & A; in terms of the transaction amount, the pharmaceutical industry is a large-scale industry In this regard, an investment banker in South China believes that "since this year, due to the suspension of IPO and policy support, the A-share market has started a boom of M & A, restructuring and backdoor Next, these nine industries can go through fast channels, which means that companies in these industries have more opportunities and the efficiency of M & A will be improved, which is likely to accelerate the pace of M & A in related industries " "Curve" listing "IPO of A-share market is stagnant Asset securitization through M & A can save time and reduce costs Therefore, some financing enterprises will look for" shell resources "everywhere, and backdoor listing has become a means of financing for enterprises Reporters in the amount of funds in more than 500 billion yuan of 37 pharmaceutical M & a combing found that part of the M & A is actually backdoor listing or overall listing Among these 37 M & A, Hongcheng shares, the largest case of M & A amount, belongs to backdoor On August 3, 2013, Hongcheng shares, which had been suspended for two months, disclosed the restructuring announcement that the company planned to purchase all assets and liabilities and put 100% equity in Jichuan pharmaceutical As a result, Hongcheng stock, which has been suffering from low net profit, will be transformed into a pharmaceutical company with the intention of reversing the performance dilemma, while Jichuan pharmaceutical will take advantage of Hongcheng stock to achieve curve listing In fact, Jichuan pharmaceutical has been trying to rush into the capital market for a long time, but there are no excellent varieties, lack of sustained growth capacity, and it is difficult to apply for IPO It was not until March 2013 that the joint-stock transformation of Jichuan pharmaceutical industry was completed However, through backdoor, the company with a debt ratio of 50% and a net asset book value of only 900 million yuan has a valuation value of 5.6 billion yuan and a premium of more than five times Industry evaluation, even Jichuan pharmaceutical's own IPO, may not be able to achieve such a valuation To this end, an investment bank manager in Shenzhen told reporters, "at present, most of the companies that have been restructured are medium-sized and need capital transformation and upgrading, but the IPO of A-share market is stagnant Asset securitization through M & A can save time and reduce costs, so some companies that need financing will look for" shell resources "everywhere." "Backdoor listing has become a means of corporate financing." Xinfu pharmaceutical's M & A is also a backdoor case In fact, the restructuring of Xinfu pharmaceutical industry is already imminent In 2010 and 2011, it has suffered huge losses for two consecutive years On April 26, 2012, it was changed into * ST Xinfu by "wearing a hat" and managed to "turn losses into profits" by selling assets However, in 2013, the performance of Xinfu pharmaceutical industry continued to deteriorate On September 12, 2013, Xinfu Pharmaceutical Co., Ltd issued a restructuring draft, saying that it purchased 100% equity of Yifan biology, a pharmaceutical sales company held by Cheng Xianfeng, and 100% equity of Yifan Pharmaceutical Co., Ltd held by 10 natural persons such as Cheng Xianfeng According to the announcement, the estimated value of the assets to be injected into Yifan is up to 1.75 billion yuan, of which the estimated value of Yifan biology is 1.48 billion yuan, and the estimated value-added rate is up to 664.29% The estimated value of Yifan pharmaceutical industry is 270 million yuan, and the estimated value-added rate is 161.05% After the completion of this transaction, Cheng Xianfeng's shareholding ratio in the listed company will reach more than 30%, and the actual control right of the listed company will be changed, which constitutes a backdoor "With the implementation of the separation system of M & A and reorganization of listed companies, the utilization rate of shell resources of listed companies will be higher in the future, and more companies will be involved in the restructuring field in the future," the former South China biomedical private placement told reporters The merger and acquisition of Huabei pharmaceutical is to realize the overall listing of the group's pharmaceutical assets In October last year, Jizhong energy, the controlling shareholder of Huayao group, spent nearly 3 billion yuan to take all the fixed increase shares of Huabei pharmaceutical, becoming the largest shareholder of the company At that time, this was interpreted by the market as the integration of Jizhong energy's pharmaceutical assets In November, Huabei pharmaceutical started to acquire Huasheng Company, Jintan company and Nanfang company held by the former major shareholder Huayao group These three companies account for about 90% of the pharmaceutical assets of Huayao group and basically realize the overall listing of pharmaceutical assets of Huayao group According to the statistics of 37 pharmaceutical M & A projects mentioned above, the medical industry integration reporter found that there are various directions of M & A, mainly for strengthening the main business, cross-border M & A and overseas M & A In fact, in the view of the former Shenzhen Investment Bank chief executive, "backdoor is only a small part of the restructuring At present, all major industries are facing the arduous task of eliminating backward production capacity and excess capacity At the national level, many measures have been taken to strengthen merger and reorganization, and listed companies are also actively involved in it The integration of nine major restructuring industries is particularly worth combing." According to the statistics of 37 pharmaceutical M & A projects mentioned above, there are various directions for M & A First of all, a group of pharmaceutical companies with clear main businesses hope to make their main businesses stronger through M & A For example, last year, Cr Sanjiu purchased 45% of Shandong Sanjiu's equity held by Shandong Zaozhuang traditional Chinese medicine factory for 133 million yuan, and previously held 55% of Shandong Sanjiu's equity Shandong Sanjiu is an important northern production base of Cr Sanjiu Ganmaoling, which is regarded as the further integration of the most important Chinese medicine business plate in the system Shanghai Laishi, which specializes in blood products, disclosed on July 1 that it plans to acquire 100% equity of Banghe Pharmaceutical Co., Ltd by 1.8 billion yuan The owners of Banghe pharmaceutical industry are engaged in the research and development, production and sales of blood products In recent years, there have been more and more significant acquisitions and mergers in the blood products industry in China, such as Tiantan biology's acquisition of Chengdu Rongsheng, Watson's acquisition of Da'an pharmaceutical, China biology's acquisition of Guiyang Qianfeng and Xi'an Huitian, which have greatly improved the comprehensive strength of the acquirer Shanghai Laishi also expects to further strengthen its market position in the blood products industry and improve its market share through industry integration After the completion of this transaction, the annual pulp input of Shanghai Laishi will increase from the current 355 tons to 475 tons, leaping into the leading position in blood products Different from the pharmaceutical companies that consolidate their main business, other pharmaceutical companies have made some cross-border M & a horizontally, cutting into emerging products or fields The reporter found that these new areas span a wide range, involving cardio cerebrovascular, tuberculosis, diabetes, women's serious diseases and health care, in vitro diagnosis, are relatively cutting-edge and advanced directions As a leading enterprise in cardiovascular medical devices, Lepu medical has made two related mergers and acquisitions, one is Qin Ming medicine, which is the first to purchase the main pacemaker, and the other is to acquire 60% of shares of xinshuaike pharmaceutical in June this year to enter the field of cardiovascular drugs Lepu pharmaceutical plans to form two major industrial sectors of medical devices and drugs in 3-5 years, and become a leading enterprise of high-end medical devices and medicines In vitro diagnostic products are also a hot area Related cases include Xinhua Pharmaceutical's planned to raise more than 300 million yuan to acquire 75% equity of Changchun bosun, and Xilong chemical's planned acquisition of 75% equity of new continent biology In addition, some biomedical enterprises carry out vertical layout and integration of upstream and downstream of the industrial chain In the upstream layout, Kelun pharmaceutical has invested 462 million Kelun pharmaceutical to acquire the upstream enterprises producing plastic infusion container caps, Junjian plastic, Zhongheng group to acquire 80% of the pharmaceutical and Panax notoginseng planting business of Yunnan terana pharmaceutical, Dabei Nong to acquire 46.98% of the equity of tianbang biology to expand the animal vaccine market; in the downstream integration, Xinbang pharmaceutical has acquired Kekai pharmaceutical In order to achieve a phased breakthrough in the field of pharmaceutical circulation, Watson bio purchased three pharmaceutical sales companies, namely Ningbo Puno, Ningbo Puno and Putian Shengtai, at a premium of nearly 10 times There are also some pharmaceutical companies engaged in overseas M & A For example, haprec acquired 10.02% of prometic's equity to cut into protein technology and biopharmaceutical product research and development, while Hainan Haiyao entered the global antibody market by acquiring 40% of China's antibody shares.