April 30, 2024

Dongshan Precision Co., Ltd. plans to acquire a 100% stake in US MFLX for 4 billion

Dongshan Precision issued a non-public offering plan on the evening of February 22. The company plans to issue no more than 282 million shares at a price of not less than 15.93 yuan per share, and the total amount of funds raised will not exceed 4.5 billion yuan for the acquisition of NASDAQ. 100% equity of listed company MFLX, as well as supplementary liquidity. Dongshan Precision stock resumed trading on February 23rd.

One of the highlights of Dongshan Precision's non-public offering is the acquisition of the largest flexible circuit board manufacturer in the United States. According to the plan, Dongshan Precision will invest in a wholly-owned subsidiary, DragonElectronix Holdings Inc. (the “US Holding Company”), through its wholly-owned subsidiary, Dongshan, Hong Kong, and invest in the US through the US holding company. Established a wholly-owned subsidiary, DragonElectronixMergerSubInc. (the “consolidated subsidiary”). 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. MFLX will become a merged company and become an indirect wholly-owned subsidiary of Dongshan Precision. After the merger is completed, MFLX's common stock will be delisted from NASDAQ.

Under the merger agreement, MFLX's combined consideration for each share is $23.95, which is 22% higher than the company's average annual stock price of $19.59 per share. The total transaction price is expected to be approximately $610 million (approximately RMB 3.984 billion). Dongshan Precision plans to invest 3.984 billion yuan in fundraising for the acquisition. However, due to the inconsistency between the time when the funds were raised and the actual payment of the funds, the company plans to pay by self-raised funds.

It is understood that MFLX is mainly engaged in the design, production and sales of flexible circuit boards (FPC) and flexible circuit assemblies (FPCA), and is committed to providing customers with a total solution to meet the complex design requirements of today's mobile electronic devices. The company was founded in October 1984 in California, USA, and was re-established in Delaware in 2004 and listed on NASDAQ.

Headquartered in the United States, MFLX's main production facility is located in Suzhou, China. The sales and customer service center is located in Singapore and has sales teams in countries such as Korea. MFLX is principally engaged in the design, manufacture and sale of flexible circuit boards (FPCs) and flexible circuit assemblies (FPCAs), and is committed to providing customers with total solutions that meet the complex design needs of today's mobile electronic devices. MFLX is one of the world's largest suppliers of professional flexible circuit boards and flexible circuit components. In 2014, MFLX ranked 27th among global PCB manufacturers with a production value of US$630 million, ranking 5th among professional FPC manufacturers. Position, leading in the global FPC manufacturing field.

MFLX's operating income is mainly derived from the mobile market, and its end products include smartphones, tablets and home electronics. In the last two years, the smartphone market revenue accounted for about 70% of MFLX's operating income, which is the main source of revenue. As a new growth point, MFLX has been expanding its field of wearable devices and auto parts since 2015.

According to financial data, MFLX achieved operating income of 637 million US dollars in 2015 and net profit of 45.082 million US dollars.

In recent years, the rapid growth of the consumer electronics market, led by mobile electronic devices such as smart phones and tablet PCs, has greatly promoted the development of the FPC market as its main connecting accessory.

Dongshan Precision's main business covers precision metal manufacturing and precision electronics manufacturing. The precision electronics manufacturing business mainly serves the consumer electronics, LED lighting and other industries. The main products include LED devices, touch panels and LCM modules. Control panels and LCM modules are mainly used in consumer electronics such as smartphones and tablets.

According to the announcement, according to relevant laws and regulations, the 100% stake in MFLX, a listed company that is trading on Nasdaq, is subject to necessary filing or approval, including but not limited to US antitrust review, US foreign investment. Reporting and review by the overseas regulatory bodies such as the Commission, the US Securities Regulatory Commission, and the filing or approval of the acquisition by the National Development and Reform Commission, the Ministry of Commerce, the Jiangsu Provincial Department of Commerce, and the competent foreign exchange administration.

Although the company and the MFLX company's shareholders meeting were reviewed and approved according to law. However, the above-mentioned filing or approval matters are prerequisites for the implementation of this asset acquisition. There is uncertainty as to whether the relevant filing or approval can be obtained and the time for obtaining such filing or approval is final. Therefore, there is uncertainty in whether this major asset purchase can be successfully implemented. If the acquisition cannot be approved, the acquisition may be suspended, suspended or cancelled.

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