FORTIOR (01304) subsidiary plans to acquire all shares of Sciosense B.V., for $95.7833 million

According to Zhitong Finance App, FORTIOR (01304) issued an announcement. On September 30, 2026 (after the trading period), Fengyi Microelectronics (a direct wholly-owned subsidiary of the Company) signed a share purchase agreement with the seller Sciosense Holding B.V., and the target company Sciosense B.V., according to this, Fengyi Microelectronics conditionally agreed to acquire and the seller conditionally agreed to sell 100 shares of the target company. The buyer's share consideration for the target shares was up to US$95.7833 million, including (i) a fixed consideration of US$607.833 million; and (ii) a floating consideration of up to US$35 million, depending on the target company's revenue performance.

Furthermore, under the share purchase agreement, the seller has agreed to transfer to the buyer all of its rights and interests in the target company's receivables due to the seller under the target debt. The debt consideration was USD 22.21,68 million, which is equivalent to the total principal amount and accrued interest of the relevant target debt.

Fengyi Technology focuses on the main channel of motor drive control chips. Based on innovation in “chip design, motor drive architecture, and motor technology”, with deep technical accumulation in the fields of motor master control MCU, dedicated ASIC, driver chips and intelligent power modules, Fengyi Technology provides customers in various industries such as industrial control, automotive electronics, and home appliances with diversified chip products and system-level solutions, and is committed to becoming a global core chip supplier in the field of motor drives.

Sciosense is a professional semiconductor sensor company headquartered in the Netherlands. It uses a Fabless business model and is mainly engaged in R&D, design and sales of integrated circuits and solutions such as flow sensors, gas sensors, temperature and humidity sensors, and pressure sensors. Sciosense has a long accumulation of sensor technology research and development, and has formed a deep technical foundation in ultra-low power consumption, time difference algorithms, solid chemical gas sensing, MEMS sensing, and sensor signal conditioning. It has formed a strong specialized competitive advantage in segments such as ultrasonic flow measurement chips, and is a benchmark technology solution provider in the international intelligent ultrasonic measurement market. Sciosense products are currently mainly aimed at smart water meters, heat meters, automotive, industrial, building automation, and consumer equipment markets, and have a solid customer base (such as well-known customers such as “Mercedes-Benz,” “BMW,” and “Tesla”) and long-term technical reputation. The main competitors include Sensirion (Sensortec), Bosch Sensortec (Bosch Sensors), Infineon Technologies (Infineon), and STMicroelectronics (STMicroelectronics) enterprise.

The company's acquisition of Sciosense is an important step based on long-term strategic planning. It can enable the company and Sciosense to have good synergy effects in motor drive and high-precision sensing technology, products, markets, brands, supply chains, etc., further strengthen the core competitiveness of the company's main business, consolidate the company's market-leading position in the motor drive control chip industry, and fill gaps in the domestic market.

(1) The acquisition is a key part of Fengyi Technology's transition to a “perception-decision-execution” integrated solution provider

Fengyi Technology has formed a full-chain technology system of “chip design - drive architecture - motor body” on the BLDC motor drive control circuit, but the computing power and algorithm advantages of the main control chip have long focused on the sports execution side. However, high-performance motion control systems require various sensors to collect controlled physical quantities such as position, speed, torque, flow, pressure, and tactile sensation in real time, and feed back the actual operating state to the controller to form a complete closed loop of “command output - state acquisition - deviation correction”, so that the system can dynamically adjust the power output to ensure that the actuator can achieve controlled operation with high accuracy. The acquisition of Sciosense sensors will help the company complete the “physical sensing” process. Essentially, it is its key strategy to move from a single driver control chip supplier to a “perception-decision-execution” integrated solution provider.

According to the underlying logic of the product blueprint, the acquisition is not a simple business expansion, but rather directly enhances the adaptability of the previous main control chip to external sensors, greatly simplifying the company's downstream customer's adaptation development process using third-party sensors and Fengyi Technology chips, so that customers can upgrade products, reduce R&D costs, and improve product performance in a short period of time, and can reduce the size of the control system and broaden the scope of future application of the product.

Judging from the path of commercial implementation, after completing physical sensing capabilities, Fengyi Technology's product matrix no longer only focuses on drive-control chips, but rather a complete set of solutions for high-boom racetracks such as automotive electronics, industrial control, and artificial intelligence, further strengthening and expanding its R&D capabilities in high-end motor control systems to adapt to the artificial intelligence trend of rapid development in multiple scenarios.

(2) The acquisition can bridge the “drive-control chip+sensor product” two-wheel drive channel for the company's own overseas strategy

After completing the acquisition of Sciosense, Fengyi Technology was able to directly undertake its overseas marketing network and overseas customer assets for many years, building a “drive-control chip+sensor product” dual-wheel drive channel bridge for the company's own overseas strategy, and accelerate the company's products to the global market.

The target company has direct offices in European industrial core regions such as Eindhoven in the Netherlands and Reutlingen in Germany, and also has localized sales and technical support teams in North America and the Asia-Pacific region. This set of channel resources, which has been deeply involved in the sensor field for many years, can have a strong complementary effect with Fengyi Technology's main control chip products, which helps the company rely on existing mature channels, save the huge investment and long cycle of building overseas sales systems, and greatly shorten the certification introduction time for overseas customers. At the same time, the target company has accumulated a market reputation for more than ten years on the European intelligent metering and automotive air quality sensing circuit. Fengyi Technology is no longer a strange entry into the overseas market with a single chip product, but is entering as a supplier of “perception+drive control” key devices and integrated solutions. Relying on brand trust that has been verified by local customers, it quickly opens up high-barrier markets such as European industrial servos, vehicle motor control, and artificial intelligence, and gradually establishes a differentiated competitive advantage that distinguishes it from its global peers.

(3) The acquisition helps both parties form a complete closed loop of collaboration from the manufacturing side, product side to market side, and achieve good integration results

As an overseas sensor manufacturer, the target company has long relied on high-cost OEM systems in Europe to complete chip flow and packaging tests. These are compounded by localized labor, equipment depreciation, and supply chain level premiums. As a result, the comprehensive manufacturing cost of its sensor products has been high for a long time, and the speed of product upgrading is not high. These factors have become bottlenecks that make it difficult for target companies to expand in the global middle and high-end markets, where it is difficult to sell large international manufacturers and large-scale competitive products.

Fengyi Technology has accumulated rich experience in signal processing, drive control, and chip technology, and the target company has excellent technical accumulation in various sensors. Through the acquisition, both parties can be encouraged to produce integrated products with better performance, a wider range of applications, and more cost-effective, paving a broad path for the healthy development of the company in the future.

After the acquisition is completed, Fengyi Technology can deeply connect its mature supply chain resources, which have been deeply involved in the semiconductor industry for many years, with the OEM system of the target company, and rely on the scale effect and cost advantages of its own supply chain to directly reduce structural costs on the manufacturing side. In addition, the target company's sensor products can also use Fengyi Technology's local customer resources and service to localize customer response speed to quickly enter domestic industrial control and automotive electronics markets. Therefore, the acquisition helps both parties form a complete closed loop of collaboration from the manufacturing side and product side to the market side, and ultimately achieve a good win-win effect of mergers and acquisitions.