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Watson Biology's 7.1 billion hidden ambitions: Hillhouse Capital and "Tiger System" have taken over twice, why did Li Yunchun abandon Zerun like a chicken rib?

author:21st Century Business Herald

A phone call will detonate the capital circle last weekend, and under the reversal of the plot, Watson Bio sold its HPV vaccine subsidiary Zerun "difficult delivery".

"The company may still want to sell, but in order to go public, Watson's equity dispersion is very serious, and there is no actual controller." Management estimates that the vote will not pass, so the first announcement will not be sold. Watson chose to betray Zerun at this time, probably because he was short of money, in order to make a watch. A biomedical industry researcher in South China told the 21st Century Business Herald reporter.

The shareholding structure of Watson Bio shows that the major shareholder Yunnan Industrial Investment Holding Group holds less than 5% of the shares, while the management chairman Li Yunchun holds only 3.13% of the shares, and the decentralized equity structure also makes investors question whether it is cheap to "sell the son" is not painful.

"If we want to continue to study and realize industrialization, for the domestic and international competition pattern, we will have to invest at least 1 billion to 1.5 billion yuan to make these two projects go smoothly." In an attitude of responsibility to investors, we took the initiative to make this decision. Look at our move today in three years' time and you'll understand. On a conference call last weekend, Li Yunchun, chairman of Watson Biologics, responded to the investment institution's question.

But this statement is still difficult to make up for the anger, incomprehension and disappointment of the secondary market, and the closing price of 36.53 yuan on December 7, Watson Bio was nailed to the stop board.

The point of anger among investors is why they have repeatedly "sold" their subsidiaries when they are about to have a blood transfusion.

On June 21, 2018, Watson announced that it would transfer its 8.6455% equity in Genor Biologics to Conn Bei for a transaction consideration of about 300 million yuan. On June 27, 2018, Watson Biotech once again announced that it intends to transfer its equity corresponding to the registered capital of Genor Biotech held by HH CT Holdings Limited (hereinafter referred to as HH CT) of about 185 million yuan, and at the same time, hh ct will increase its capital to Genho Biotech by 290 million yuan. In addition, HH CT will continue to acquire shares in Jiahe Bio held by Huaxing Kangping and Yuxi Runtai. Through a series of equity transactions, HH CT has accumulated 50.04% of the equity of Genor Biotech, becoming the new controlling shareholder. Conn Bay ranked second with a 25.34% stake, while Watson Bio's shareholding dropped to 13.59%, becoming the third largest shareholder.

In the two capital operations of Watson Biology for Kaho Biological and Shanghai Zerun, Hillhouse Capital and "Tiger System" have flashed behind them.

HH CT's investments are primarily funded by u.S. dollar private equity funds managed by Hillhouse Capital. In December 2019, Watson Biotech announced that Shanghai Zerun will introduce new investors to increase the capital of Shanghai Zerun in the form of debt-for-equity swaps. After the completion of the transaction, Tianjin Hillhouse Chuying Investment Partnership (Limited Partnership) (hereinafter referred to as Hillhouse Chuying) holds 8.4998% of the equity of Shanghai Zerun. Hillhouse Chuying is one of Hillhouse's capital investment platforms.

The "Tiger System" has also become a strategic counterparty to Watson Biology.

In the debt-to-equity swap of Shanghai Zerun in December last year, Hangzhou Tiger Equity Investment Partnership (Limited Partnership) (hereinafter referred to as Hangzhou Tiger) received 1.1196% of the equity of Shanghai Zerun, and Pingtan Tiger Yingke Venture Capital Partnership (Limited Partnership) (hereinafter referred to as Pingtan Tiger) received 0.7487% of the equity of Shanghai Zerun. Hangzhou Tiger is a holding subsidiary of Tigermed, and Pingtan Tiger also has investment in Tigermed.

In addition, Watson Biotech's transfer of Shanghai Zerun's equity takeover parties Zibo Yunze and Yongxiuguan also appeared behind Tigermed. Among them, the general partner of Zibo Yunze is Xi'an Taiming Equity Investment, and Hangzhou Tiger holds 15.8103% of xi'an Taiming Equity Investment. Hangzhou Tiger also holds a 32.06% stake in Yongxiuguan.

In April 2015, there was a business cooperation between Watson Biotech and Tigermed, and Watson Biologics announced that it would join hands with Tigermed to establish a medical and health industry merger and acquisition fund.

Whether there is a conflict of interest between the management of Watson Bio and the receiver has become the focus of investors' attention. At the Haitong Securities conference call, Li Yunchun did not respond positively to the question raised by investors about whether the management of the listed company was related to the equity transferee such as Zibo Yunze, and only said that the company would disclose it in accordance with laws and regulations.

On the evening of December 6, people close to the management of Watson told the 21st Century Business Herald reporter that this single transaction does not have interest transmission, nor is it a cheap sale, the transaction itself is beneficial to the long-term development of the subsidiary and Watson, but the short-term may affect the secondary market, especially short-term investors, from the perspective of appeasing investor sentiment, the company will make changes.

On the morning of December 7, Watson Biotechnology immediately disclosed that it would not submit the "Proposal on Signing the Equity Transfer and Capital Increase Agreement of Shanghai Zerun Biotechnology Co., Ltd." to the company's sixth extraordinary shareholders' meeting in 2020 for consideration. The company will continue to promote the process of R&D and industrialization of Shanghai Zerun products, and on the basis of more widely recognized, formulate and launch a planning plan that is in line with the company's strategy and the long-term development of Shanghai Zerun to ensure its sustainable development.

However, Li Yunchun, chairman of Watson Biology, also indirectly holds the equity of Shanghai Zerun.

In December last year, Watson Bio announced that Suzhou Jinsheng Shuoda Investment Center (Limited Partnership) (hereinafter referred to as Jinsheng Shuoda), a shareholder of Shanghai Zerun, intends to transfer its US$3,226,154 capital contribution (corresponding to 2.6087% of the equity) held by Shanghai Zerun to Suzhou Jinsheng Shuochao Investment Center (Limited Partnership) (hereinafter referred to as Jinsheng Shuochao). In this regard, Watson Bio said that Jin Sheng Shuoda and Jin Sheng Shuochao are both incentive platforms for the core team of Shanghai Zerun, and the transaction will help to continue to promote the implementation of Employee Incentives of Shanghai Zerun.

After Jin Shengshuochao transferred the equity of Shanghai Zerun, its shareholding structure changed dramatically in early January this year. Shanghai Zechu Enterprise Management Center (Limited Partnership) (hereinafter referred to as Shanghai Zechu), Haitong Innovation Securities Investment, Guoyuan Innovation Investment, Soochow Innovation Capital and many other institutions have newly become shareholders of the company. Among them, Shanghai Zechuo held 49.71% of the shares, becoming the largest shareholder of Jin Shengshuochao. According to Qixinbao data, Li Yunchun holds a 1.27% stake in Shanghai Zechu. At the same time, Shanghai Zechu has been a shareholder of Jinsheng Shuoda since January 19, 2018, and its current shareholding ratio is 49.70%. That is to say, Li Yunchun indirectly holds the equity of Shanghai Zerun through Jin Shengshuoda and Jin Shengshuochao.

The focus on selling Zerun quickly focused on whether to sell cheaply.

Investors in a certain market in Shenzhen told the 21st Century Business Herald reporter that from the perspective of the types of products that Watson currently has, it is still the pneumonia 13-valent vaccine that is the most expensive and valuable. In the domestic HPV vaccine track, whether it is Wantai or Zerun under Zhifei Watson, it does not have the advantage of time window. Some in the industry believe that the valuation of seizing the first time window may reach 50 billion, the second place 20 billion, and the third place 10 billion. But the hype about this concept in the secondary market is in full swing, and even some market voices believe that with the hpv vaccine, Watson's valuation can also go to 80 billion.

In the domestic HPV vaccine market, Merck's quadrivalent and nine-valent HPV vaccines are far ahead in domestic issuance, occupying more than 80% of the market in 2019. Wantai Bio's bivalent cervical cancer vaccine project was launched in 2003, and was approved for listing by the State Food and Drug Administration on December 30, 2019, becoming the first HPV vaccine manufacturer in China and the third in the world. On April 21, wantai biology's first batch of 93,643 bivalent cervical cancer vaccines (trade name: xinkoning) obtained the certificate of biological product batch issuance from the State Food and Drug Administration, and was officially listed for sale, and Wantai Biology also hit 80 billion yuan with this market value.

"Simply benchmarking Wantai's 80 billion, it is not reasonable to think that Watson has the logic that Zerun is also worth 80 billion, Watson's real value is still the pneumonia 13-price vaccine, supporting its 50 billion valuation is this fist product, and since this year, the entire secondary market has been crazy to speculate on the vaccine plate, and the valuation of the entire plate has been relatively high." The analyst said.

Returning to the pneumonia 13-valent vaccine, at present, there are two sources of domestic 13-valent pneumonia conjugate vaccine, one is Pfizer in the United States, and the other is Watson Bio. In 2019, Watson's 13-valent pneumonia conjugate vaccine was approved, becoming the first domestic vaccine independently developed in China and the second 13-valent pneumonia conjugate vaccine product in the world. Watson's 13-valent pneumonia conjugate vaccine was officially launched in the first half of this year.

According to Watson's data in the first three quarters, affected by the epidemic, Watson's operating income in the first quarter was only 112 million yuan, an increase of -36.34% year-on-year; net profit was -18.1177 million yuan, an increase of -146.78% year-on-year. However, with the listing of the 13-valent pneumonia conjugate vaccine, Watson's operating income in the second quarter reached 461 million yuan and net profit of 79.6087 million yuan, achieving a recovery in performance.

The full name of the 13-valent vaccine is the 13-valent pneumococcal polysaccharide conjugate vaccine, and the main population is infants and children aged 6 weeks to 5 years old (before the 6-year-old birthday) to prevent invasive diseases caused by 13 serotypes such as pneumococcal type 1 and type 3.

According to the research report released by Zhongtai Securities on December 10 last year, according to the 6-week-old to 15-month-old infant vaccination approved by Pfizer 13-valent pneumonia vaccine, 4-dose routine immunization procedures (basic immunization at 2, 4 and 6 months old, enhanced immunization at 12-15 months of age), and 698 yuan / needle, the market space of 13-valent pneumonia conjugate vaccine is expected to reach 7.1 billion yuan with a penetration rate of 15%.

The COVID-19 epidemic at the beginning of this year has further improved the public's awareness of vaccines and significantly strengthened the importance of lung health. As a result, pneumonia-related vaccination penetration is expected to increase significantly in the post-pandemic era. Obviously, the 13-valent vaccine has become Watson's biggest "gold mine" at present.

Of course, Watson's 13-valent vaccine has no shortage of competitors in the domestic market.

Among them, Kangtai Bio (300601.sz) performed strongly on the track. However, Minhai Biologics, a wholly-owned subsidiary of Kangtai Biologics, received the notice of on-site inspection of the registration of the 13-valent pneumococcal conjugate vaccine at the end of November this year, and there is still a large time distance and unknown risks in the process from the successful listing and sale. Some insiders told the 21st Century Business Herald reporter that according to the speed of previous approvals, in the next year or so, Kangtai Bio will most likely not become a strong competitor of Watson. At this stage, Watson can still sit firmly in the "leading" position of the domestic 13-valent pneumonia conjugate vaccine.

In an interview with the 21st Century Business Herald reporter earlier, Huang Zhen, vice chairman of Watson Biology, had responded to the potential competition of Kangtai, saying that the market space for the entire pneumonia 13-valent vaccine is very large, and even if the relevant competitors are listed, it may not be able to alleviate the vaccine shortage in the entire market.

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