FORTIOR (01304) has announced that on 30 September 2026, after trading hours, Fengmiaof Microelectronics, a directly wholly-owned subsidiary of the company, entered into a share purchase agreement with the seller ScioSense Holding B.V. and the target company ScioSense B.V., under which Fengmiaof Microelectronics conditionally agreed to acquire and the seller conditionally agreed to sell 100 shares of the target company, representing all of the target company's issued and outstanding shares.
The share consideration payable by the buyer to the seller for the target shares is up to US$95.7833 million, comprising (i) a fixed consideration of US$60.7833 million; and (ii) a floating consideration of up to US$35 million, contingent on the target company's revenue performance. In addition, under the share purchase agreement, the seller has agreed to transfer to the buyer all rights and interests in receivables owed to the seller by the target company under the target debt. The debt consideration is US$22.2168 million, equivalent to the principal amount of the relevant target debt plus accrued interest.
FORTIOR Technology focuses on the main track of motor drive control chips. Based on innovation in "chip design, motor drive architecture, and motor technology," and leveraging its deep technical accumulation in motor control MCUs, dedicated ASICs, driver chips, and intelligent power modules, it provides diversified chip products and system-level solutions to customers across industrial control, automotive electronics, home appliances, and other industries, striving to become a core global chip supplier in the motor drive field.
ScioSense is a professional semiconductor sensor company headquartered in the Netherlands. It operates primarily under a Fabless business model and is mainly engaged in the research and development, 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 R&D, having formed a relatively deep technical foundation in ultra-low power consumption, time-of-flight algorithms, solid-state chemical gas sensing, MEMS sensing, and sensor signal conditioning, and has established strong specialized competitive advantages in niche areas such as ultrasonic flow metering chips, positioning itself as a benchmark-level technology solution provider in the international smart ultrasonic metering market.
ScioSense's products are currently mainly targeted at markets including smart water meters, heat meters, automotive, industrial, building automation, and consumer devices, and it has a solid customer base (including well-known customers such as "Mercedes-Benz," "BMW," and "Tesla") and long-term technical reputation. Its main competitors include globally renowned companies such as Sensirion, Bosch Sensortec, Infineon Technologies, and STMicroelectronics.
The company's acquisition of ScioSense is an important move based on long-term strategic planning. It will enable the company and ScioSense to generate favorable synergies in motor drive and high-precision sensing technologies, products, markets, brands, and supply chains, further strengthening the core competitiveness of the company's main business, consolidating the company's market-leading position in the motor drive control chip industry, and filling a gap in the domestic market.
(1) The acquisition is a key step for FORTIOR Technology to leap toward becoming an integrated "sensing-decision-execution" solution provider
FORTIOR Technology has already formed a full-chain technology system of "chip design-drive architecture-motor body" in the BLDC motor drive control track, but the computing power and algorithm advantages of its main control chips have long been focused on the motion execution end. A high-performance motion control system, however, requires multiple sensors to collect controlled physical quantities such as position, speed, torque, flow, pressure, and touch in real time, and feed the actual operating status back to the controller, forming a complete closed loop of "command output-status collection-deviation correction," allowing the system to dynamically adjust power output and ensure the actuator achieves controlled operation with high precision. Through the acquisition of ScioSense sensors, the company will be able to complete the "physical perception" link. In essence, this is a key strategy for its leap from a single drive control chip supplier to an integrated "sensing-decision-execution" solution provider.
In the underlying logic of its product roadmap, the acquisition is not a simple business extension and expansion, but directly strengthens the compatibility between its existing main control chips and external sensors, greatly simplifying the adaptation R&D process for downstream customers using third-party sensors with FORTIOR Technology's chips. This will enable customers to achieve product upgrades in a shorter time, reduce R&D costs, improve product performance, reduce the size of control systems, and broaden the future application scope of products. From the perspective of commercialization, after completing its physical perception capabilities, FORTIOR Technology's product matrix will no longer focus only on drive control chips, but will offer complete solutions for high-growth tracks 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 rapidly developing AI trends across multiple scenarios.
(2) The acquisition can build a bridge for the company's overseas strategy through a dual-driven channel of "drive control chips + sensing products"
After completing the acquisition of ScioSense, FORTIOR Technology will be able to directly take over its overseas marketing network and overseas customer assets cultivated over many years, building a bridge for its overseas strategy through a dual-driven channel of "drive control chips + sensing products" and accelerating the company's products' entry into global markets. The target company has direct sites in core European industrial regions such as Eindhoven in the Netherlands and Reutlingen in Germany, and has also deployed localized sales and technical support teams in North America and Asia-Pacific. This set of channel resources, cultivated in the sensor field for many years, can form a strong complementary effect with FORTIOR Technology's main control chip products, helping the company rely on existing mature channels, save the huge investment and lengthy cycle of building an overseas sales system, and greatly shorten the certification and introduction time for overseas customers. At the same time, combined with the target company's market reputation accumulated over more than a decade in Europe's smart metering and automotive air quality sensing tracks, FORTIOR Technology will no longer enter overseas markets as an unfamiliar player with a single chip product, but as a supplier of key components and integrated solutions for "sensing + drive control," relying on brand trust already verified by local customers to quickly open high-barrier markets such as European industrial servo, automotive motor control, and artificial intelligence, and gradually establish a global differentiated competitive advantage distinct from local peers.
(3) The acquisition helps both parties form a complete collaborative closed loop from manufacturing and products to markets, achieving a good integration effect
As an overseas sensor manufacturer, the target company has long relied on Europe's local high-cost foundry system for chip tape-out and packaging and testing. Combined with local labor, equipment depreciation, and supply chain tier premiums, the comprehensive manufacturing cost of its sensor products has therefore long remained high, and the pace of product upgrades has not been fast. These factors have become bottlenecks preventing the target company from achieving volume expansion in the global mid-to-high-end market when facing international giants and competitors with scale advantages. FORTIOR Technology has accumulated rich experience in signal processing, drive control, and chip technology, while the target company has excellent technical accumulation in various sensors. Through the acquisition, both parties can produce integrated products with better performance, broader applications, and greater cost-effectiveness, paving a broad path for the company's healthy development in the future.
After the acquisition is completed, FORTIOR Technology can deeply connect its mature supply chain resources, accumulated over many years in the semiconductor industry, with the target company's foundry system, and rely on its own supply chain scale effect and cost advantages to directly achieve structural cost reductions at the manufacturing end. In addition, the target company's sensor products can also leverage FORTIOR Technology's domestic customer resources and localized customer response speed to quickly enter domestic industrial control, automotive electronics, and other markets. Therefore, the acquisition will help both parties form a complete collaborative closed loop from manufacturing and products to markets, ultimately achieving a good win-win acquisition effect.