On April 18, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) announced that it had recently received a notice that it unilaterally requested to terminate the relevant agreement of this transaction for the transaction of its purchase of 60% equity of Jiangsu weidekang Medical Technology Co., Ltd. (hereinafter referred to as “weidekang”).
At present, the company is communicating with the counterparty, but no substantive progress has been made. If both parties fail to reach an agreement through negotiation, the company will file a lawsuit against its unilateral termination of this transaction as soon as possible and investigate its relevant legal liabilities.
As of the closing on April 18, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) shares closed at 10.67 yuan / share, up 0.66%.
transaction process “twists and turns”
In fact, the failure of this transaction was foreboding before.
In April 2021, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) decided to purchase 60% equity of weidekang medical treatment jointly held by Zhuang Xiaojin, Miao Donglin, beiruishi and isyuan by issuing shares and paying cash, of which 30% equity of weidekang medical treatment held by the above-mentioned counterparty was transferred by issuing shares and 30% equity of weidekang medical treatment held by the above-mentioned counterparty was transferred by paying cash.
It was such a transaction. After receiving the inquiry letter from the Shenzhen Stock Exchange, the CSRC also denied the acquisition plan, but it still did not stop Beijing Aosaikang Pharmaceutical Co.Ltd(002755) from crossing the border.
Beijing Aosaikang Pharmaceutical Co.Ltd(002755) when acquiring the shares of weidekang, it was initially aimed at enriching its own brand pipeline and improving its competitiveness. During the acquisition, the company also made it clear that through this acquisition, the company will enter the field of digestive endoscopy diagnosis and treatment devices, further enrich the product pipeline, improve and diversify the layout in the field of digestive tract diagnosis and treatment, and initially form the industrial chain layout of “drugs + devices”.
You know, at this time, weidekang’s market share ranks second in the domestic digestive endoscopy market, second only to Micro-Tech (Nanjing) Co.Ltd(688029) Beijing Aosaikang Pharmaceutical Co.Ltd(002755) said that they are interested in the two brand series products owned by weidekang, which mainly focus on the market of medium and high-end endoscopic equipment (such as vascular lumen guide wire) and basic digestive intervention consumables (such as closure and hemostatic biopsy forceps), and they are not likely to enter the national centralized procurement for the time being.
However, three months later, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) received the inquiry letter about the asset restructuring from Shenzhen Stock Exchange. Among them, the Shenzhen stock exchange requires the company to explain the determination method of the valuation of the transaction object and whether the acquisition in cash will put pressure on the company’s liquidity.
Beijing Aosaikang Pharmaceutical Co.Ltd(002755) after replying to the inquiry letter, I thought that the reorganization could be further promoted, but it was not adopted at the working meeting of the M & a committee held in October 2021.
So the CSRC made a move, and in November 2021 Beijing Aosaikang Pharmaceutical Co.Ltd(002755) . According to the application documents, the M & a committee believes that it has failed to fully disclose the impact of changes in domestic and foreign industry policies on the underlying assets, and there is great uncertainty about its future profitability.
At the same time, the CSRC also said that Beijing Aosaikang Pharmaceutical Co.Ltd(002755) needs to make a decision on whether to modify or terminate the plan within 10 days from the date of receiving the decision, and fulfill the obligation of information disclosure in time.
At this time, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) was stubborn. In the subsequent board of directors, the company believed that the issuance of shares and the payment of cash to purchase assets were conducive to optimizing the company’s industrial layout, cultivating new profit growth points, improving the overall operating efficiency of the listed company, in line with the long-term interests of the company and all shareholders, and there was no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
So the restructuring bill began to move forward, and in the next five months, instead of the revised plan, it was directly declared a failure.
declared reorganization failure
According to the current situation of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) company, in fact, the company is also determined to make this acquisition and hopes to improve the situation that the current revenue growth is slowing down through the acquisition.
Beijing Aosaikang Pharmaceutical Co.Ltd(002755) (hereinafter referred to as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) ) was formerly known as Dongfang Xinxing. By the end of 2018, it completed a major asset restructuring and changed its main business from petrochemical industry to drug R & D, production and sales. At present, we focus on the R & D, production and sales of products in the fields of anti peptic ulcer, anti-tumor, anti drug-resistant bacterial infection and chronic diseases.
Among them, the products in the field of digestive tract are the main source of income of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) and have the first market share in the subdivided field of anti peptic ulcer proton pump inhibitor injection products in China. It is a leading enterprise in this subdivided field. However, in recent years, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) has begun to lose competitiveness due to the crazy internal entanglement between Chinese racetrack and foreign racetrack pharmaceutical enterprises.
At present, the digestive endoscopy diagnosis and treatment market with a market scale of nearly 10 billion yuan in China is occupied by foreign brands such as osbalin, Fuji and Boston medicine. Among Chinese brands, Micro-Tech (Nanjing) Co.Ltd(688029) accounts for 7% of the revenue of about 1.3 billion yuan,
In terms of the company’s current performance, from 2018 to 2020, the company’s revenue was 3.932 billion yuan, 4.519 billion yuan and 3.783 billion yuan respectively, reaching the peak of revenue scale in 2019, but this is far lower than the growth rate of the industry. Taking Lansoprazole for injection as an example, the company’s core product, its market share was nearly 83% in 2010, and by 2019, its market share had shrunk to about 20%,
What bothers Beijing Aosaikang Pharmaceutical Co.Ltd(002755) is not only the slowdown of performance growth and the gradual reduction of market share of core drugs, but also the “big stone” hanging in Beijing Aosaikang Pharmaceutical Co.Ltd(002755) heart.
On February 3, 2021, the fourth batch of centralized procurement was opened in Shanghai, pantoprazole for injection was included, and Beijing Aosaikang Pharmaceutical Co.Ltd(002755) was also included in the bid winning list. According to the selection results, the company’s products were selected at the price of 27.7 yuan. If calculated according to the smallest unit of the product, the decline has reached 90%.
In addition, in the fifth batch of national centralized procurement in August 2021, all 6 products of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) shortlisted won the bid. In the core gastrointestinal product line, its market share will be further compressed. Take Esme omeprazole sodium for injection as an example. Before the collection, it ranked third with a market share of 13.3%. However, the biggest decline in this round is the domestic small pharmaceutical enterprises with a very low share.
For this acquisition, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) it is not without painstaking determination. You know, the data show that the evaluation value of 100% equity of weidekang medical is 1.391 billion yuan, an increase of 1.197 billion yuan over the book value, and the evaluation appreciation rate is 617.61%. This transaction will form a goodwill of 643 million yuan.
But now, even the purchase of equity at a premium of six times has finally failed. It can be seen that Beijing Aosaikang Pharmaceutical Co.Ltd(002755) in the field of digestion and pharmaceutical business, the layout may face greater pressure. The reporter sent an interview letter to the enterprise on the causes and impact of the current acquisition failure of the company. As of press time, no reply has been made.
The reporter also noted that up to now, Beijing Aosaikang Pharmaceutical Co.Ltd(002755) has not released the annual report data of the company in 2021. In terms of the company’s share price, it is also mediocre. Since the acquisition, the company’s share price has not increased significantly, but fell again and again. For nearly a year from April 2021, the company’s share price has fallen from 15.78 yuan / share to 10.38 yuan / share, down 34.22 percentage points.
