Focus Media(SZ:002027) Zheng Quan Zhi Xing·2025-07-22 16:16Core Viewpoint - The company plans to acquire 100% equity of Chengdu New潮传媒 Group Co., Ltd. through a combination of issuing shares and cash payments, with an estimated valuation of 8.3 billion RMB for the target company [10][24]. Transaction Overview - The transaction involves 50 counterparties, including Chongqing JD Haijia E-commerce Co., Ltd., Zhang Jixue, and Baidu Online Network Technology (Beijing) Co., Ltd. [10][11] - The payment structure will primarily consist of shares, with a minor portion in cash, and the exact ratio will be determined after the completion of the audit and evaluation [10][12]. Financial and Valuation Aspects - The estimated valuation of the target company is 8.3 billion RMB, but the final transaction price will be confirmed post-audit and evaluation [10][24]. - The financial data and asset evaluation results will be disclosed in the subsequent restructuring report, and there may be significant differences from the preliminary disclosures [2][10]. Impact on Company Operations - The acquisition is expected to enhance the company's existing outdoor advertising business by expanding its media resource coverage and optimizing the density and structure of its media resources [24][25]. - The target company's main business aligns with the company's current operations, focusing on outdoor advertising, which is anticipated to create synergies [24]. Regulatory and Approval Process - The transaction requires approval from the shareholders' meeting and relevant regulatory authorities, and the completion of the transaction is contingent upon these approvals [3][26]. - The company has already completed certain decision-making processes, including independent director reviews and obtaining the principle agreement from the controlling shareholder [25][26]. Shareholding and Control - The transaction is not expected to change the company's controlling shareholder or actual controller, maintaining the current ownership structure [24][25]. - The shareholding changes resulting from the transaction will be detailed in the restructuring report after the completion of the audit and evaluation [24][25].