Focus Media(SZ:002027) Tai Mei Ti A P P·2025-08-07 15:25Group 1 - The core point of the article is that the acquisition of New潮传媒 by 分众传媒 for 8.3 billion yuan raises concerns due to a high premium of 146% without any performance guarantees or compensation arrangements [1][2] - The financial data of New潮传媒 showed significant discrepancies before and after auditing, with the net profit for 2023 adjusted from -279 million yuan to -153 million yuan [1][7] - The acquisition utilized a differentiated pricing strategy, resulting in a valuation discrepancy of nearly 1.55 times among key internal and external shareholders [1][9] Group 2 - The total transaction price for the acquisition is 8.3 billion yuan, consisting of 1.21 billion yuan in cash and 8.18 billion yuan in shares, making New潮传媒 a wholly-owned subsidiary of 分众传媒 [2][3] - The valuation of New潮传媒 was based on a market approach, with an estimated value of 8.34 billion yuan as of March 31, 2025, reflecting a 146.58% premium [3][4] - Following the acquisition, 分众传媒's goodwill is expected to reach approximately 468 million yuan, accounting for 14% of the total assets and 17.61% of the net assets of the combined company [3][4] Group 3 - New潮传媒 has recently turned a profit after years of losses, with projected net profits of -139.88 million yuan for 2023, 41.90 million yuan for 2024, and 6.04 million yuan for the first quarter of 2025 [4][6] - The financial data for New潮传媒 shows a significant drop in net profit for 2023 after auditing, raising questions about the accuracy of the initial financial statements [7][9] - The differentiated pricing in the acquisition has led to varying valuations among shareholders, with the largest shareholder, 重庆京东, receiving a payment of 1.978 billion yuan for an 18.47% stake, while the CEO, 张继学, received 815 million yuan for a 10.69% stake [10][11]