Reporter Light Pillar.
Changdian Technology (600584), a leading chip packaging and testing company, plans to expand its layout in the storage field through acquisitions. Yesterday evening, Changdian Technology announced that it would spend 6US$2.4 billion (4.4 billion at the day's exchange rate.)RMB 9.2 billion), acquired 80% of the equity of Shengdi Semiconductor (Shanghai)**hereinafter referred to as "Shengdi Semiconductor"). JCET said it would expand the company's market share in the field of storage and computing electronics. Today, Changdian Technology's stock price is up and down**.
JCET spent $600 million to acquire a Western Digital company
Changdian Technology announced on the evening of March 4 that Changdian Technology Management, a wholly-owned subsidiary of the company, intends to acquire 80% of the equity of Shengdi Semiconductor (Shanghai) in cash, with an acquisition consideration of about 6US$2.4 billion (approximately RMB4.5 billion at the exchange rate on March 4, subject to customary closing adjustments based on cash, liabilities and net working capital before and after closing).
After the completion of the transaction, the acquirer holds 80% of the equity of Shengdi Semiconductor, and the first party holds 20% of the equity.
According to the data, Shengdi Semiconductor was established in 2006 and is located in Minhang District, Shanghai, mainly engaged in the packaging and testing of advanced flash memory storage products, including Inand flash memory modules, SD, microSD memory, etc. The products are widely used in mobile communications, industrial and Internet of Things, automobiles, smart homes and consumer terminals. Its factory is highly automated, has high production efficiency, is a "lighthouse factory" that has won many awards in quality, operation, sustainable development, etc., and is also one of the world's largest flash memory storage product packaging and testing factories, and the parent company of Shengdi Semiconductor is Western Digital.
According to the announcement, in 2022, Shengdi Semiconductor's revenue and net profit will be 349.8 billion yuan, 3$5.7 billion; In the first half of 2023, Shengdi Semiconductor's revenue and net profit will be 160.5 billion yuan, 22.1 billion yuan, with total assets of 4.3 billion6.2 billion yuan, liabilities 107.7 billion yuan, all shareholders' equity 328.5 billion yuan.
The transaction** is an instalment payment. Of these, about 2$1.8 billion (subject to adjustments agreed in the transaction documents) was paid at closing, approximately 2$1.8 billion (subject to adjustments agreed in the transaction documents) is to be paid within 6 months of closing, or on January 1, 2025, whichever occurs earlier, with the remaining $1The $8.7 billion will be paid in five tranches over a five-year period after closing.
Moreover, if the precedent conditions stipulated in the Share Acquisition Agreement cannot be met due to the breach of contract by one party, and the transaction is terminated, the defaulting party shall pay a break-up fee of US$10 million, that is, more than RMB70 million, to the other party.
In addition, the two parties will also agree in the ** Agreement that the target company shall complete the lower limit of the performance indicators agreed by the parties within five years after the closing. If the target company fails to meet the lower limit of such performance indicators, Party ** shall compensate the target company for the predetermined gross profit of the part of the unfulfilled performance indicators.
JCET actively deploys the storage field
JCET believes that after the completion of this transaction, the target company will become a joint venture with Western Digital holding 80% and 20% of the shares respectively, and the transaction will help the company establish a closer strategic cooperative relationship with Western Digital and enhance customer stickiness.
In addition, the first party and its affiliates will continue to be the main or only customer of the target company for a period of time, therefore, JCET said that the operating performance of the target company will be guaranteed to a certain extent. The company will indirectly control the target company and consolidate its finances. This will help improve the company's long-term profitability and enhance shareholder returns.
Previously, due to the weakening of the end market and the decline in customer orders brought about by the downward cycle of the global semiconductor market, JCET's revenue and net profit were under downward pressure. According to the company's 2023 annual performance forecast, it is expected that the net profit attributable to the parent company in 2023 will be 132.2 billion yuan-161.6 billion yuan, down 49 percent year-on-year99%-59.08%。
JCET also pointed out in the performance forecast that in order to actively and effectively respond to market changes, JCET has continuously invested in the fields of automotive electronics, industrial electronics and high-performance computing for high-performance, advanced packaging technology and growing demand, so as to prepare for a new round of application demand growth.
According to the statistics of WSTS (World Semiconductor Statistics), memory chips have become the second largest market segment of semiconductors, accounting for about 28%, and the memory chip market size is expected to reach $130 billion in 2024. In the global storage market, the scale of NAND flash memory chips accounts for about 40%, with a compound growth rate of 8% from 2021 to 2027.
According to public information, JCET has a layout in the storage field, but it is still mainly concentrated in the storage-oriented packaging and testing field. Industry insiders told reporters that with the continuous growth of the global storage market and the expansion of the scale of NAND flash memory chips, JCET is expected to further consolidate its position in the field of semiconductor packaging and testing through this acquisition, and expand the company's product range and market opportunities in the chip field.
The second phase of the national congress quickly fills the semiconductor gap
The reporter of "Investment Express" learned that at present, the largest shareholder of Changdian Technology is the national integrated circuit industry investment (that is, the so-called "big **" shareholding ratio is 1324%。
The second phase of the big ** was incorporated in October 2019 with a registered capital of 2041500 million yuan, a total of 27 shareholders, including the Ministry of Finance, China Development Bank Capital, China Tobacco and other state agencies and departments as well as state-level funds, as well as local ** background funds, central enterprise funds, private enterprise funds, etc.
In November 2019, the management agency said that the second phase will first focus on the enterprises and projects that have been invested, focusing on the memory chip industry; For the equipment field, the second phase will maintain high-intensity and continuous support for enterprises that have been deployed in the fields of etching machines, film equipment, testing equipment and cleaning equipment, and promote the leading enterprises to become bigger and stronger; In addition, it will accelerate the investment layout of core equipment such as lithography machines to fill the gap in the first phase.
After 2020, the second phase of the big ** began to be rapidly laid out and expanded upstream. The reporter of "Investment Express" noticed that there are many memory chip companies in the second phase of foreign investment; In addition, the second phase of the big ** also invested in Hefei Peidun Storage Technology, Changxin Jidian (Beijing) Storage Technology, Shenzhen BIWIN Storage Technology and other companies.
The second phase of the big ** also has a lot of layout in semiconductor materials, such as the stake in Guangzhou Xinrui Photomask Technology, Jiangsu Xianke Semiconductor New Materials, Hubei Xingfu Electronic Materials Co., Ltd., Ningbo Nanda Optoelectronic Materials, and equipment companies include China Micro Corporation, North Huachuang, Beijing Shuoke, Zhongkexin Electronic Equipment, and software EDA enterprises, such as Shanghai Hejian Industrial Software Group
The equipment focused on in the second phase of the big ** includes etching machines, thin film equipment, testing equipment, cleaning equipment, etc., and the materials cover large silicon wafers, photoresists, masks, electronic special gases, etc. On the whole, the second phase of the semiconductor industry has promoted the acceleration of the localization of the semiconductor industry by continuously improving the semiconductor industry chain. An electronics industry analyst believes.
From the perspective of the layout route of the second phase of the big **, we can also get a glimpse of the opportunities for the development of the semiconductor industry in the future.