Flute woman Media "three Marriage" A-share Happy Blue Ocean plans to "marry" in 720 million

recently, Happy Blue Ocean announced that it plans to buy 80% of the equity of Flute Women Media held by Fu Xiaoyang and others with 720 million yuan in cash.

recently, Happy Blue Ocean announced its intention to buy 80% of Di Nu Media held by Fu Xiaoyang and others with 720 million yuan in cash. According to the income method, the valuation value-added rate of Dinu Media is 1253.55%. What is worth paying attention to is that this is the third time in recent years that Di Nu Media has planned to "marry into" A shares. Compared with the performance commitments made in previous mergers and acquisitions, its operating performance is not up to standard. This time, can Dinu Media realize the high performance promise corresponding to high valuation?

it is reported that Dinu Media is a comprehensive cultural industry company with the planning, investment, production and distribution of film and television products as its main business. According to the evaluation report, taking July 31, 2017 as the benchmark date, the value of all shareholders' equity of the underlying company is 900 million yuan, the value added is 834 million yuan, and the value-added rate is 1253.55%. With regard to the high valuation of this transaction, the company said that it is mainly due to the good development prospects of the industry in which the underlying company is located, the outstanding advantages of the underlying company in the industry, its strong comprehensive competitiveness, and its net book assets can not fully reflect its market value. Therefore, the evaluation method is mainly based on the income method based on future profit forecasts.

Fu Xiaoyang, Ruijia Venture Capital and Bai Yunrui, management shareholders of Flute Media, promised the company that this performance commitment period is from 2017 to 2021, and the cumulative net profit at the end of each period is not less than 75 million yuan, 160 million yuan, 255 million yuan, 355 million yuan and 360 million yuan, respectively. If the flute female media does not realize the promised performance, Fu Xiaoyang and others bear the corresponding obligation of performance compensation.

in a call called "Happy Blue Ocean acquisition of Di Nu Media Analysis" held on November 23, the company said that because the risks are different, the valuations of underlying assets corresponding to different counterparties are also different. Among them, the valuation of the underlying assets of Fu Xiaoyang, a management shareholder, and others in the transaction is about 1 billion yuan, while that of non-management shareholders is about 750 million yuan, and the overall valuation of the underlying assets is 900 million yuan. At the same time, from the point of view of risk control of listed companies, this transaction will be paid on schedule, with the down payment of 50% of the transaction price, and the remaining transaction consideration will be paid on schedule according to the completion of the promised performance of each period from 2020.

according to the supplementary announcement, three special fund co-management accounts should be set up respectively in the names of Fu Xiaoyang, Ruijia Venture Capital and the target company. The main purpose of the target company to set up the fund co-management account is to supplement the liquidity of the target company and to control the risk that the accounts receivable of the target company can not be fully recovered at the end of the performance commitment period. Within 10 working days after receiving the first transaction consideration paid by Happy Blue Ocean, Fu Xiaoyang and Ruijia Venture Capital will invest a total of not less than 100 million yuan into the target company's co-managed account, and the funds of the co-managed account will be replenished in the later stage according to the payment progress and the balance of accounts receivable.

it is worth noting that in the past three years, Dinu Media (or its main asset) has twice sought to "marry" A-shares, but without success. In March 2014, * ST Cloud Network (formerly Hunan and Hubei Love) plans to acquire a 51% controlling stake in Dinu Film and Television Media (Shanghai) Co., Ltd. (referred to as "Shanghai Di Nu") with a net profit of not less than 50 million yuan in 2014. According to public information, the assets and business of Dinu Media are mainly concentrated in Shanghai Di Nu. In 2014, the net profits of Shanghai Di Nu and Di Nu Media were 22.9741 million yuan and 22.3192 million yuan respectively.

at the end of May 2015, Earth Media announced its intention to buy 100% stake in Di Nu Media by issuing shares and paying cash, at a transaction price of 625 million yuan (that is, estimated value). At that time, the book value of the unaudited shareholders' rights and interests of the underlying assets as of the evaluation base date was about 30.0312 million yuan, and the estimated value-added rate was 19881%. According to estimated estimates, Fu Xiaoyang promised Earth Media that the audited net profits of Flute Women Media in 2015, 2016 and 2017 were not less than 49 million yuan, 61.25 million yuan and 78 million yuan, respectively. According to the announcement of the Blue Ocean of Happiness, the net profit of Dinu Media in 2016 was 51.1778 million yuan. Flute Women Media failed to meet its performance commitments in 2014 and 2016.

the latest trading plan shows that Diannu Media's operating income from January to July 2017 was 55.8398 million yuan. According to the promise given by the management shareholders, Di Nu Media needs to achieve a net profit of 75 million yuan in 2017. In this regard, Di Nu Media said in a conference call that the film and television industry is cyclical, with fewer revenue projects in the first half of the year, and there will be new project revenue at the end of October this year, or more than 50 million yuan.

Edit: mary