300757.SZ, an equipment provider for photovoltaic panels, is planning to raise more money to buy a loss-making overseas semiconductor company to step up its development in the semiconductor sector.
With regard to the operating losses of the acquisition target ficonTEC, a person from Robert Tecco told the Financial Associated Press that this was mainly due to repeated epidemics in Germany and the United States, which adversely affected costs and sales. In addition, it also said that under the influence of the epidemic, it was difficult to confirm ficonTEC's order on the spot.
The market votes with its feet. After the resumption of trading, Robotek shares have suffered a sharp decline for two consecutive days, closing down 9.46% on February 11, after closing down 14.55% on February 10.
Issue additional shares to raise funds for the acquisition of ficonTec
On February 10th, Robotek announced that it planned to buy a 78.65% stake in Felix Tektronix by issuing shares and paying cash. At present, the company already holds 21.35% of the shares through FICOM. After the completion of the transaction, FISCO will become a wholly-owned subsidiary of the listed company.
To this end, Roboteko plans to raise matching funds from no more than 35 non-public offerings of specific objects, which will be used to pay the cash consideration of the transaction, supplement the company's liquidity and repay bank loans. The share issue price is tentatively set at 52 yuan per share.
According to the announcement, Felix Tektronix is a special purpose company set up specifically for acquisition. The purpose of this transaction is to indirectly control 80 per cent of each of the German operating entities ficonTEC Service GmbH ((FSG) and ficonTEC Automation GmbH ((FAG) through the acquisition of Tektronix. Apart from holding shares in FSG and fag through overseas SPV, Felix has no other business.
The target company ficonTEC, headquartered in Achim, Germany, is mainly engaged in the design, R & D, production and sales of semiconductor automated micro-assembly and precision testing equipment. FiconTEC has strong technical strength and has a global leading level in the automated microassembly of optoelectronic chips, optoelectronic devices and optical modules, and has delivered more than 900 devices worldwide, Robert Tecco said in the announcement.
The Financial Associated Press reporter noted that Robotek mainly developed high-end automation equipment and intelligent manufacturing execution system software (MES), downstream customers mainly in the photovoltaic cell industry. The acquisition of ficonTec is mainly engaged in semiconductor packaging, testing, and the transaction is expected to constitute a major asset restructuring, does this mean that the company's strategic development direction has been adjusted?
In this regard, a person from Roboteco told the Financial Associated Press that Robotek has been developing the semiconductor industry for a long time, and there has been a German subsidiary (Robotechnik Europe GmbH) engaged in this business, so it is not a new field for the company. The acquisition of ficonTec, is intended to enhance technical strength and expand sales channels on the original basis of the company's semiconductor business.
Risk should be paid attention to in operating overseas subsidiaries
According to the financial data of the target company, the net profit of homing in 2020 is about-16.26 million yuan, and the net profit from January to September in 2021 is about-14.05 million yuan. The operation continues to lose money and the scale is large. The fact that ficonTEC is wholly owned by Robertco has raised concerns about whether it will be a drag on the performance of listed companies.
In response, the above-mentioned company said that ficonTEC's technology is very leading in the world, but its operating losses in the past two years are mainly affected by the continuous deterioration of the novel coronavirus epidemic. "the company's production is mainly in Germany, and its sales are mainly to the United States, all of which are heavily affected by the epidemic." In addition, it said that ficonTEC orders have been accepted, but the performance can not be confirmed for the time being, "because the need to go to the scene to confirm, under the impact of the epidemic is more difficult."
A senior financial personage told the Financial Associated Press that listed companies need to pay attention to avoiding risks in acquiring and operating companies across borders. Due to the different economic environment and laws and policies overseas, the accounting standards implemented are also inconsistent, coupled with the remoteness and dispersion of the region, it will increase the difficulty for listed companies to control overseas subsidiaries, and often become the focus of errors. Especially under the influence of the epidemic in recent years, the risk has been further increased.
The acquisition is expected to have a large premium, Roboteko also said in the announcement, after the completion of the deal, a large amount of goodwill is expected to be formed in the consolidated balance sheets of listed companies. According to the Accounting Standards for Enterprises, the goodwill generated by this transaction will not be amortized, but an impairment test will be carried out at the end of each year in the future. If the development of the industry of the target company slows down in the future, and the performance of the target company does not meet the expectations, the listed company may have the risk of goodwill impairment, which will directly reduce the current profits of the listed company and draw investors' attention to the related risks.
Q4 is expected to lose at least 18 million yuan.
In addition, on January 29th, Robotek issued an annual performance forecast for 2021, saying that in 2021, the company is expected to realize a net profit of 20 million yuan to 30 million yuan belonging to shareholders of listed companies, turning losses into profits, and net profits of 15 million yuan to 22 million yuan after deducting non-recurring profits and losses.
In fact, the previous year, Robotek's performance had just suffered a sharp setback. In 2020, its operating income was about 528 million yuan, down 46.15% from the same period last year; the net profit attributable to it was about-67.27 million yuan, down 167.35% from the same period last year; and the non-net profit was about-85.29 million yuan, down 195.83% from the same period last year.
As for the reasons for the changes in the company's performance, Roboteko gave three explanations: first, with the control of novel coronavirus's epidemic situation, the company's main business recovered and grew rapidly, and its income increased significantly compared with the same period last year; second, the company has taken measures such as optimizing the product line structure and adjusting the marketing strategy in a timely manner. at the same time, the company has strengthened the cost control and improved the profit level. Third, it is estimated that the impact of the company's non-recurrent profit and loss on net profit is about 5 million-8 million yuan.
However, a reporter from the Financial Associated Press compared with the three quarters' report, at that time, the company's net profit attributable to the company was 47.9207 million yuan, deducting non-net profit of 45.4914 million yuan. Based on this, it is estimated that the net profit of Robert Tecco in the fourth quarter of 2021 was a loss of 17.92 million yuan to 27.92 million yuan.
For the loss of Q4, the above company personnel said that this is related to industry factors, mainly affected by the rising price of silicon wafers, the downstream market demand is not strong, "We are not the only listed company in the photovoltaic industry."
A photovoltaic industry analyst told the Financial Associated Press that after entering October, in the face of the comprehensive influence of various factors such as a serious shortage of material supply, double control and double reduction of electricity production and other factors, the operating rate of silicon wafer enterprises remained in the doldrums, and the corresponding prices were always high, which also led to a rise in the prices of photovoltaic glass, components and other industrial chains. However, after entering December, the price of silicon wafer is slowly falling, and the production capacity of photovoltaic companies is also expected to rise.
