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Securities Times reporter Cao Chen

After more than a year of planning, Nanochip (688052)'s plan to acquire the actual control of Quantum Microelectronics Co., Ltd. (hereinafter referred to as "Quantum Micro") ultimately failed.

On the evening of August 9, Naxin Micro released an announcement on the termination of its intention to acquire shares, stating that the company had previously signed a letter of intent with 30 shareholders of Quantum Micro to acquire 67.60% of Quantum Micro's shares in cash. In view of the changes in the external market environment during the negotiation process, as of now, the parties to the transaction have not reached a final consensus on the acquisition and are unable to sign a formal acquisition agreement, so the company decided to terminate the acquisition.

Talking about the impact of this matter, Naxinwei said that the "Letter of Intent" signed by the company is only an intention agreement, which does not constitute a formal acquisition offer. During the term of the letter of intent, the two parties did not sign a formal acquisition agreement with legal effect, and the company did not pay the transaction price to the counterparty. Therefore, the termination of this acquisition will not have an adverse impact on the company's operating performance and financial condition.

Looking back, Naxin Micro and Cao Jing and 10 other shareholders of Quantum Micro signed the "Share Acquisition Intention Agreement" on July 17 last year, reaching a preliminary intention on the company's plan to acquire 33.63% of Quantum Micro's equity in cash. In order to achieve the purpose of acquiring the control of the target company, the company still needs to reach a share acquisition intention with other shareholders of Quantum Micro, and the matter is still under further communication.

The announcement at that time showed that Quantum Micro specializes in the research and development, design and sales of analog integrated circuits, and its main products include audio SoC chips and signal chain chips. Its products have entered many well-known terminal brand manufacturers including JBL, Philips Tesla, BYD, Ideal Auto, Wanlida, UGREEN, Innovation, Audio-Technica, Changhong, Lenovo, ViewSonic, and Fengdi.

At that time, Naxin Micro was very optimistic and said that the acquisition would help Naxin Micro further improve the company's technology IP portfolio, expand product numbers, improve product solutions, and enhance the company's ability to develop more categories and meet more customer needs in strategic markets including automobiles and pan-energy. In addition, Naxin Micro took advantage of its products that have entered the communications, instrumentation, industrial control and other industries, and improved Quantum Micro's product coverage on the client side to achieve customer collaboration.

On August 2, 2023, Nanochip released an acquisition progress announcement stating that the company has signed a "Letter of Intent" with 30 shareholders of Quantum Micro, and intends to acquire a total of 67.60% of the shares of Quantum Micro held by the 30 shareholders of Quantum Micro in cash.

In fact, the planned acquisition of Quantum Micro has also attracted much attention from institutional investors. In an institutional survey in August last year, Naxin Micro stated that the matter was still in the process of acquisition contact, negotiation and planning, and it had signed a letter of intent for equity acquisition with several shareholders of Quantum Micro. After the due diligence is completed, a formal acquisition offer may be discussed. "We are also actively paying attention to M&A opportunities in the market. Quantum Micro is the first relatively large case we have done in this process. In the future, we will continue to invest resources and continue to look for related good integration opportunities."

However, Nanochip did not disclose any further progress since then. Now it seems that Nanochip's plan to acquire the actual control of Quantum Micro has ultimately failed.

It is worth mentioning that although the acquisition of Quantum Microelectronics failed, Nanochip is also actively looking for new M&A plans. On the evening of June 23 this year, Nanochip announced that the company plans to acquire 62.68% of MagTek's shares directly held by Sirui Technology in cash, and plans to acquire 5.6% of MagTek's shares indirectly held by Shanghai Lairui in cash, totaling 68.28% of MagTek's shares, with a total purchase price of 683 million yuan.

Since its establishment in 2009, MagnTek has been focusing on the research and development, production and sales of chips based on magnetic induction technology and intelligent motion control. Its products are widely used in consumer electronics, industry, new energy vehicles and other fields. MagnTek has established a leading market share advantage in the fields of magnetic encoding, magnetic switches and other sub-sectors.

Talking about this acquisition, Naxinwei said frankly that this transaction was an M&A decision made by the company based on focusing on the development of its core business. It is conducive to integrating the products, technologies, markets, customers, supply chains and other resources of both parties, and achieving synergistic effects in the field of magnetic sensors.

Naxin Microelectronics is a high-performance, high-reliability analog and mixed-signal chip company. It focuses on organizing product development around downstream application scenarios, focusing on three major product directions: sensors, signal chains, and power management. It provides conductor products and solutions, and is widely used in the automotive, pan-energy, and consumer electronics fields. Currently, it can provide more than 1,800 product models for sale.

From the financial data, in 2023, Naxinwei achieved operating income of 1.311 billion yuan, a year-on-year decrease of 21.52%; net profit attributable to the parent was -305 million yuan, a year-on-year decrease of 221.85%; non-net profit was -393 million yuan, a year-on-year decrease of 332.08%. In the first quarter of this year, the company achieved operating income of 362 million yuan, a year-on-year decrease of 23.04%; net profit attributable to the parent was a loss of 150 million yuan, compared with a profit of 1.5665 million yuan in the same period last year.