Dongshan Precision (002384) released its annual report on the evening of April 20. In 2015, the company achieved sales revenue of 3.993 billion yuan, an increase of 13.31%. The net profit attributable to shareholders of listed companies was 31,713,800 yuan, a year-on-year decrease of 27.32%.
On the same day, the company issued a major asset purchase report, and the company merged the US Nasdaq-listed company MFLX in cash through its overseas subsidiaries. According to the Merger Agreement, MFLX's combined consideration for each share is $23.95, and the total transaction price is expected to be $610 million (approximately RMB 3.984 billion).
The company stated that the board of directors has considered raising funds through non-public offering of shares for the acquisition. In view of the inconsistency between the time when the funds are available and the actual payment of the funds, the company intends to pay by self-raised funds.
The plan shows that the company has invested in a wholly-owned subsidiary, Dragon Electronix Holdings Inc. (“US Holding Companyâ€), through a wholly-owned subsidiary in Hong Kong, Dongshan, and through the US holding company in Delaware, USA. The state invested in a wholly-owned subsidiary, Dragon Electronix Merger Sub Inc. (the “consolidated subsidiaryâ€). The Merged Subsidiary and MFLX will merge the company in accordance with the relevant laws of the United States of America after the delivery conditions are fully met. After the merger is completed, MFLX's common stock will be delisted from NASDAQ.
MFLX was founded in 1984 in California, USA, and re-registered in Delaware in 2004 and listed on NASDAQ. It is still a NASDAQ-listed company, mainly engaged in R&D and production of FPC (flexible circuit boards). And sales. Its manufacturing base is located in Suzhou, China, with major R&D centers in the US and China, and a worldwide sales network. According to Prismark's statistics, the target company ranked 27th among global PCB manufacturers in 2014 with a production value of US$630 million, ranking 5th among professional FPC manufacturers. The acquired MFLX will become the largest PCB and FPC in China. One of the manufacturers.
As of December 31, 2015, the estimated value of MFLX's total shareholders' equity was US$612.27 million, which was compared with the book value of MFLX shareholders' equity as of December 31, 2015, which was audited by PricewaterhouseCoopers LLP. The US dollar value added was 251.188 million US dollars, and the value-added rate was 69.57%.
According to financial data, in fiscal year 2014, fourth quarter of 2014, and January-December 2015, MFLX's total operating income was 633,153 thousand US dollars, 21,0003 thousand US dollars and 636,599 thousand US dollars, respectively, to achieve a net profit of -84532 thousand US dollars, 15975 Thousand dollars and 45,082 thousand dollars.
The company said that the transaction will enhance the international influence of Dongshan Precision and help the company quickly establish the recognition of Chinese companies in overseas markets by means of the brand effect of the target company. The completion of this transaction will effectively promote the internationalization process of Dongshan Precision, and the synergy effect of resources will help to further enhance the company's competitive position in the global electronics industry.
According to the announcement, according to relevant laws and regulations, the acquisition of 100% equity of MFLX Company still needs to obtain necessary filing or approval before implementation.
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