Yofc (06869) announced that on November 8, 2024 (Central European Time), the company reached a framework agreement with El...
According to the announcement from Futu Financial News App, Yofc (06869) announced that on November 8, 2024 (Central European Time), the company entered into a framework agreement with El.En., based on which and subject to the constraints of the acquisition agreement, the company has conditionally agreed to purchase (on its own and / or through its designated subsidiaries) and El.En. has conditionally agreed to induce Ot-Las (a subsidiary controlled by El.En.) to sell (a) a total of 28.6983 million shares of Pentium Laser, for a cash consideration of RMB 0.2987 billion ("Pentium Laser Transfer”) as well as (b) the entire registered capital of Cutlite totaling 0.335 million Euros, for a cash consideration of 16.5468 million Euros ("Cutlite Transfer"), and the company has conditionally agreed to subscribe (on its own and / or through its designated subsidiaries) and El.En. has conditionally agreed to jointly promote the issuance of the entire registered capital of Cutlite totaling 51256 Euros, for a cash consideration of 2.532 million Euros ("Cutlite Subscription").
After the completion of the aforementioned Pentium Laser Transfer, Cutlite Transfer, and Cutlite Subscription, the company and / or its designated subsidiaries will hold a total of 59.1837% of the shares of Pentium Laser and 70.0604% of the shares of Cutlite. Therefore, Pentium Laser and Cutlite (referred to collectively as the "Target Companies") will each become non-wholly owned subsidiaries of the company. As a result, the financial performance of the Target Companies will be consolidated into the Group's comprehensive financial statements.
According to the unaudited financial information as of the six months ended June 30, 2024 provided in the interim report of Pentium Laser, as of June 30, 2024, Pentium Laser generated revenue of RMB 0.3363 billion and a net loss after tax of RMB 40.3 million; as of June 30, 2024, Pentium Laser had total assets of RMB 1.3371 billion, total liabilities of RMB 0.9342 billion, and net assets of RMB 0.4029 billion.
According to the unaudited financial information as of the six months ended June 30, 2024 provided in the interim report of Cutlite, as of June 30, 2024, Cutlite generated revenue of 56.9 million Euros and a net profit after tax of 3.1 million Euros; as of June 30, 2024, Cutlite had total assets of 0.1187 billion Euros, total liabilities of 92.3 million Euros, and net assets of 26.4 million Euros.
The announcement stated that the Group is a global leading manufacturer of communication cables, mainly engaged in the production and sale of various standard specification optical fiber preforms, optical fibers, optical cables, as well as customized optic fiber cables, optical components and modules, active optical cables, submarine cables, RF coaxial cables, and other ancillary products and accessories. The Group believes that the laser industry has good development prospects. The Group has established a diversified strategic framework, with industrial lasers being one of the main areas for further diversifying its business.
Both Pentium Laser and Cutlite have high brand awareness, complete sales channels, and stable customer resources both domestically and internationally. On one hand, the Target Companies can help the company expand its laser business into overseas markets and strengthen brand building; on the other hand, the company's international business layout can also help the Target Companies further expand their overseas markets. In particular, the company's business layout in sectors such as electrical utilities, communications, and new energy autos is conducive to the Target Companies expanding their laser equipment business in these sectors, thereby achieving better business synergies.
In addition, Benteng Laser and Cutlite both have a leading market share and laser equipment technology level, which can complement the company's relevant businesses in terms of product and technology research and development, strengthening the leading position of the company and the target company. On the other hand, the company's perfect industry chain layout can effectively help the target company reduce costs and increase efficiency, while the future integration of the company's laser industry chain-related business with the target company's business will improve the production and operation efficiency of both the company and the target company.