"Whether mergers and acquisitions can make money depends on whether the purchase is expensive." This sentence is particularly true in the M&A market in 2025. Compared with talking about strategic synergy, integration effect, and future blueprint, what everyone cares about most is: How much is the controlling interest worth? Am I picking up a bargain or being a sucker when I pay this price?
This is not metaphysics, but a science as complex as alchemy. From the actuarial table of the gambling agreement to the subtle assumptions of cash flow discounting, from the control premium behind the premium rate to the "gray rhino" and "black swan" hidden in the valuation model, the pricing logic of controlling rights is a compulsory course for every M&A participant.
Today, we, Goheal, will stand on the experience of countless transaction practices to reveal the "underlying operating system" behind the pricing of controlling rights.
American Goheal M&A Group
1. Who said that buying a controlling interest means "buying big and expensive"?
In the eyes of many small and medium shareholders, the acquirer is willing to pay a premium of 30%, 50% or even double the price to acquire the controlling stake, which is like drinking fake wine. But in our opinion, the value of the controlling stake is far more than a simple stock price multiplied by the number of shares.
What can the controlling stake bring? In one sentence: resource allocation rights + strategic decision-making rights + governance dominance.
It's like a racing car. Different shareholders are just owners of different tires, while the controlling stake is equivalent to you being the owner of the steering wheel. Even if you only have 30% of the shares, as long as you control the board of directors, you can decide where to drive the car, how to drive, and even whether to change the engine.
Therefore, the controlling stake itself has a "control premium", and the level of this premium depends on several key factors: whether the company's governance structure is centralized, whether there are people acting in concert, how is the liquidity of the secondary market, whether it can quickly integrate upstream and downstream resources, and most importantly, whether it can achieve value reconstruction through controlling stakes.
In a recent merger and acquisition project of a new energy enterprise completed by Goheal, the controlling stake premium was as high as 78%. It sounds "expensive", but after taking control, two lithium battery production lines were injected, and the net profit doubled in just one year, and the internal rate of return (IRR) of the project exceeded 30%. This is not expensive, but "bottom-fishing".
2. Valuation of controlling rights is an art, not a textbook
The price of controlling rights is not just a single value, but the result of a negotiation game, and a panoramic perspective on the valuation logic.
In Goheal's view, the valuation of controlling rights is divided into three dimensions: financial value, control premium and future synergy value. These three parts together constitute how much you are willing to pay for the "steering wheel" in the end.
Financial value is the static value of the enterprise itself. This is easy to understand, that is, using conventional valuation tools such as DCF (discounted cash flow), PE (price-earnings ratio method), PB (net asset method) to calculate the basic value of the enterprise "without considering controlling";
The control premium is the operation you can perform after getting the steering wheel, such as optimizing the asset structure, conducting strategic restructuring, achieving governance improvement, and improving efficiency, thereby bringing additional value;
The future synergy value is whether you, as the acquirer, can "play with the acquired company". For example, if you are an upstream material company and hold a controlling stake in a downstream application company, you may form a closed product loop and enhance market pricing power.
We have seen in one case: a startup company focusing on medical imaging SaaS, after being controlled by Goheal, its revenue increased fourfold in 18 months just because it was connected to our existing medical resource network. This synergy effect cannot be seen from financial statements alone.
Therefore, the valuation of controlling rights is both mathematics and philosophy.
3. Don't be fooled by the "average premium", there are stories behind it
A report shows that the average premium for the acquisition of A-share controlling rights in 2024 is 38.7%. But this number is meaningless, just as the "average salary" cannot explain how much you earn.
In Goheal's view, every controlling transaction must use "story + logic + data" to explain the source of the premium.
Let's take apart some hidden logics in real transactions:
Governance premium: Although the controlling rights of some companies are concentrated in equity, the governance mechanism is chaotic. After taking over, the efficiency can be quickly improved through the reorganization of the board of directors;
Financial restructuring value: If the target company has a high debt ratio and tight cash flow, but there is room for asset divestiture, the controlling party can "flip the card" through debt restructuring and asset revitalization;
Market value management potential: Some companies are ridiculously underestimated, but as long as a new story is put in, the market can quickly give you a new valuation, such as the recent "reorganization takeoff" of the AI+agriculture sector;
The controlling rights premium has never been "control for control", but for the future "change". It is to buy a "right" rather than a "result".
4. Multi-layer valuation model + dynamic pricing mechanism = confidence to not lose
Static valuation alone is not enough. Experience tells us that pricing should be dynamic, flexible, and have a mechanism.
In practice, Goheal widely uses the "hybrid pricing model", combined with future bets, phased repurchase rights, installments, restricted shares, etc., to turn "uncertainty into a safety valve".
For example, when we participated in a cultural industry merger and acquisition, we adopted a three-stage payment mechanism due to the unstable future performance of the target company:
Initially, 50% of the payment was in cash, corresponding to the realized net assets;
In the medium term, performance targets were set according to the gambling agreement, and the excess was compensated with equity;
Finally, an option pool was set to motivate the core team to achieve strategic goals and form a positive closed loop.
As a result, the company achieved 40% more IP licensing income than expected in three years, and Goheal's investment return rate reached 2.5 times. Looking back, this "dynamic valuation" greatly reduced our probability of stepping on thunder.
5. Summary in one sentence: Pricing of controlling rights = strategic determination + financial wisdom + future vision
In the M&A market, pricing is not the only problem, but it is the most error-prone "pit". The transaction of controlling rights is essentially a game of game in information asymmetry. Those who can play it well are those who can see the underlying logic in the chaos.
Goheal has always advocated the acquisition concept of "rational radicalism": not blindly chasing hot spots with premiums, but figuring out the valuation mathematics and synergy logic behind it, and finding the "safe price" that allows room for the future and does not suffer losses today.
Goheal Group
In 2025, with the deepening of the registration system reform and the normalization of the transfer of controlling rights, the valuation game has just begun. Today's pricing logic determines tomorrow's growth rate.
So the question is: If you are an industrial capital, and you are now ready to acquire the controlling rights of a hard technology company, how would you price it? Would you value synergy benefits or financial stability?
Welcome to leave a message to tell us your answer, and welcome to discuss your acquisition plan with Goheal - we are always at the forefront of your M&A story.
[About Goheal] Goheal is a leading investment holding company focusing on global M&A holdings. It is deeply engaged in the three core business areas of acquisition of listed company control, M&A and reorganization of listed companies, and capital operation of listed companies. With its deep professional strength and rich experience, it provides enterprises with full life cycle services from M&A to reorganization to capital operation, aiming to maximize corporate value and achieve long-term benefit growth.
