"Today's currency is not all made of gold and silver, but made of numbers." This motto, rewritten from Huang Zongxi in the Qing Dynasty, is more appropriate today. When we thought that the currency war only belonged to the Federal Reserve, the central bank and gold reserves, the reality told us that the "new currency" on the valuation table has quietly changed. It is no longer cash, equity or land, but another name - data.
In 2024, a blockbuster news exploded the M&A circle: a leading Internet company acquired a small AI marketing platform. The surface price was 1 billion, but in fact more than 65% of the consideration was the evaluation premium for the "user label system + algorithm training data". Comment in one sentence: It's not buying a company, but buying data assets.
And this is just the prologue. Data assets are squeezing into the C position of the valuation model of listed companies' mergers and acquisitions at an astonishing speed, becoming the most important "new currency" in this era.
The question is, how much is data worth? How to "include it"? Is there a "bubble"? Is there an "anti-counterfeiting mechanism"? Does it play the role of "physical currency" or "emotional asset" in the valuation model? These questions are like a "new currency war" sweeping the valuation model.
In Goheal's view, the core of this war is not whether you have data, but whether you can make data enter the financial logic system and become an "asset" recognized by investors and regulators rather than "metaphysics".
American Goheal M&A Group
In the traditional valuation framework, the core elements of corporate value are profitability, asset quality and future cash flow expectations. The birth of data challenges this logic: it does not generate cash itself, but can significantly enhance the company's control over the future market. In Goheal's words, "It is not money now, but it allows you to decide whose money will flow to you in the future."
For example, a short video platform acquired an AI editing tool company. Its main asset is a training data set for user behavior prediction. The data set did not generate substantial income, but was scored nearly 500 million yuan in "data asset points" in the valuation model.
Behind this phenomenon is the philosophical transformation of the valuation model in essence: from "how much money you make" to "who you can influence to spend money."
So we see that various data-related asset operations emerge in an endless stream: user behavior models, consumer preference tags, geo-fence data, device fingerprint libraries... These things that sound like "science fiction props" are openly listed on the front page of the valuation report, and are even treated as "core assets" by the two parties in the merger and acquisition for bargaining.
But this game is far from as simple as imagined. To make data assets "included in the table", three iron gates must be broken through: the legitimacy of ownership, the reliability of valuation, and sustainable monetization.
The legitimacy of ownership is the first hard threshold. In many M&A projects, there is a gray area in the source of data assets: is it self-collected by the platform, authorized by users, or crawled by crawlers, or purchased by third parties? These methods determine whether the data can be "legally valued" and whether the project will become a target of regulatory review in the future.
Goheal once intervened in a typical case: a big data company was acquired at a high price because its core asset was "mobile APP user behavior data package". After the transaction was completed, it encountered a compliance investigation by the regulatory authorities because it did not perform a full data authorization process. In the end, the asset was reclassified as a "contingent risk asset", which directly led to a plunge of nearly 800 million in goodwill after the merger.
Valuation reliability is more like a game of game. You say your data assets are worth 1 billion, why should I believe it? Can I find a third-party data auditing agency? Is there a "data revaluation path"? Can the correlation between data and income be modeled? At this time, a new role emerged: "data asset appraiser". In Goheal's words, they are "land appraisers in the digital age."
They will use a new set of algorithmic tools - data activity indicators, data reuse coefficients, data realization path maps, target user value models, etc., to determine whether a data pool has commercial value. For example, two companies with the same amount of data, company A has a high user revisit rate, strong label accuracy, and strong data trainability, and its valuation may be 3 times that of company B.
The third threshold is the most difficult: sustainable monetization. Your data is not valuable today and it will be valuable tomorrow. Because data is different from minerals and real estate, it has "timeliness". The hot search words a month ago may become nonsense today. The e-commerce preferences a month ago are completely reshuffled by the algorithm today.
Therefore, when designing the valuation structure, Goheal usually does not record data assets at one time, but introduces a "dynamic valuation stratification" mechanism: the initial valuation only includes the basic value of the data, and the rest is tied to future key indicators such as "data monetization rate" or "user activity" for installment payment. This mechanism is both conservative in valuation and motivates management to achieve real value transformation. More radical structures also include "data repurchase terms" and "data monetization bets". The former stipulates that if the data assets fail to achieve the agreed commercial transformation goals within one year, the seller must repurchase the relevant asset packages in proportion or bear the responsibility for valuation discounts. The latter incorporates the monetization ability of data assets into the performance commitment terms, making it one of the key indicators of the bet.
Of course, there is also a grand industrial logic behind this valuation war of "data assets on the table".
In 2023, the CPC Central Committee and the State Council issued the "Opinions on Building a Data Basic System to Better Play the Role of Data Elements", which for the first time clearly proposed "exploring the path of data resource assetization". By 2024, many local governments have issued pilot measures for data asset registration, clarifying that enterprises can include data assets obtained in compliance with regulations in financial statements after audit and use them as credit assets. This means that data is no longer just "soft value", but a new economic element that truly has "asset identity".
This war is a "paradigm shift" in the capital market and a challenge to traditional valuation philosophy. We have entered an era of "data as currency". Whoever can master the "data valuation pricing power" will be able to take the lead in future mergers and acquisitions.
Now, please think about this realistic question: If you are the chairman of a listed company and are considering acquiring a small content platform with millions of user data, and the other party claims that its "data pool" can generate 50 million yuan in advertising revenue in the future, will you include the data assets at a valuation of 500 million, and what protection mechanisms will you design in the merger and acquisition structure?
Is it a one-time entry? Or set up a data revenue bet? Or introduce a third-party verification platform to "insurance" the data?
Behind these choices, in fact, is your understanding of the "new currency".
Goheal welcomes you to leave a message to discuss: In your opinion, can the valuation of data assets become the "legal currency" in mergers and acquisitions? If so, who will "print money"? Who is the final payer in this valuation inflation?
Goheal Group
[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions, deeply cultivating the three core business areas of listed company control acquisition, listed company mergers and acquisitions, and listed company capital operations. With its deep professional strength and rich experience, it provides enterprises with full life cycle services from mergers and acquisitions to restructuring and capital operations, aiming to maximize corporate value and achieve long-term benefit growth.
