Online travel giant Ctrip and where to go the merger game is becoming increasingly white-hot

Summary: Online travel giant Ctrip and where to go the merger game is getting hotter. Yesterday, the market rumor Ctrip, where to go the two sides will be 100% to share the way the merger, and has reached 1:2 share Exchange agreement. Where to go or will be returned to the city, the company merged Ctrip. It will

Online travel giant Ctrip and where to go the merger game is getting hotter.

Yesterday, the market rumor Ctrip, where to go the two sides will be 100% to share the way the merger, and has reached 1:2 share Exchange agreement. Where to go or will be returned to the city, the company merged Ctrip. By then, a company of tens of billions of dollars will be born. In this respect, Ctrip Chairman and CEO Liang Jianzhang and where to go founder, CEO Zhungchengsu Choose the same day on 15th, to expose the contents of the internal mail, set off the "mail war." Both have not directly denied the rumors, but the wording of the opposite, all claimed that the merger negotiations will be the premise of their respective dominance. The scramble for strategic planning and executive dominance seems to be the biggest impediment to Ctrip and where to go. In fact, "the key to this deal is still in Baidu." People close to the deal said to reporters in the south.

The transfer agreement has been reached

From Ctrip, where to go two of the company insiders told the south are reporters, Ctrip and go where two online tourism platform is being integrated negotiations. But the talks are still in the "saw-saw" phase, and the way of trading is still uncertain.

According to the Weibo account of 1.38 million of fans, "internet that Thing" the latest explosive material, Ctrip, where to go the two sides will be merged by 100%-Share, and have reached a 1:2-share merger agreement. Where to go or will be returned to the city, the company merged Ctrip. By then, a company of tens of billions of dollars will be born.

Of course, "to carry the group's establishment is a prerequisite, that is, Baidu behind the push." Wei Changren, founder of the network, told the south reporters, whether it is Ctrip or go where, the two companies have a more decentralized ownership structure. Although there are high jianling capital and other institutions holding Ctrip and where the equity, but its shareholding is not more than 10%, "only Baidu heavy warehouse holding to where, and, Baidu 2013 total revenue of about 31.9 billion yuan, of which at least 3 billion to 4 billion yuan revenue contribution from the tourism sector, There is an intrinsic urge to integrate online tourism resources. ”

According to many people in the industry, Baidu urged "to carry integration," another big reason is, "this May, where to go to the stock to enter the six-year ban period, if the Zhungchengsu in a certain time to set up the present, to the board of directors to leave applications, will go to where the future development of a lot of uncertainty." ”

At present, Zhungchengsu shareholding to go where 6.49%, Baidu shareholding go where 54.82%. and the public data show, Zhungchengsu frequently invest in the field, and its personal projects including Beauty said, Rong 360. 2012, Zhungchengsu and high jianling capital and other entrepreneurs jointly set up a clean capital, and pull friends Baidu former vice president Wang Mengqiu as managing director.

CEO Mail War

In the face of market rumors, Liang Jianzhang to the south have thrown a fascinating response to reporters, "Ctrip will be long-term, independent operation, to fully tap the potential of China's tourism market, and lead the entire market." Liang Jianzhang said, "Ctrip is fully capable of long-term independent development." Ctrip will independently develop, but also because Ctrip has the Chinese and even the world first-class company's genes. ”

and Zhungchengsu on the same day to publish the way of internal mail, stand up to speak, "I will work in Q Unar to come from behind, become an absolute winner of online travel." ”

"We always engage and negotiate in the capital markets, and all negotiations are based on where the management has long dominated the future," Zhungchengsu said. ”

The two men, but not in the "negotiation table dialogue", but chose on 15th on the same day, each to expose the contents of the internal mail, open the "War of words". As a result, "to carry integration," the core of the difficulties arising from this, "Ctrip management team is unwilling to quit, and go where the senior also do not accept the integration of Ctrip plan." "A person who does not want to be named," said the former senior executives told the south are reporters, as early as 2011, Ctrip and went to the in-depth discussion of "integration issues", the final two sides to bid expected 10 million deviation, announced the fall.

This time, the "resumption of negotiations", valuation and equity participation ratio remains the core issue. The above-mentioned Ctrip senior executives to the south all reporters that in November 2007, Ctrip announced a shareholder equity plan ("commonly known as poison pill Plan"). This means that "once an unauthorized party acquires a large stake in the target company, the poison pill program will start, leading to a flood of new shares in the market." This greatly dilutes the acquirer's stake, which in turn makes the acquisition costly. This is the Liang Jianzhang of the strong participation in the negotiations. ”

Public data show that Ctrip's 2007 issue of shareholder equity includes, when a person or group obtains 20% or more Ctrip voting stock, including the acquisition of the United States depositary receipts representing common shares, shareholder rights can be exercised, the right price for each purchase of Ctrip common shares of 700 U.S. dollars. And shortly before, Ctrip announced that the board had passed a 600 million dollar share buyback program designed to increase the share of board members.

Or because of this, Baidu's attitude ambiguous, has not yet "Ctrip merger case rumors," issued a public comment. "Baidu certainly does not pass the two level market to carry on the malicious acquisition, but communicates directly with the Ctrip board, then must face the question of the premium valuation." "Investors close to Baidu said to reporters in the south.

This is a seemingly ctrip and where to die in the end of the war, in strategic planning and implementation of the competition for dominance, it seems to become Ctrip and where the biggest obstacle to marriage.

Trading key in Baidu

In fact, "the key to the deal is still in Baidu." "People close to the transaction said to the south, the current, Ctrip market value of about 7 billion U.S. dollars, to where the market value of about 3.2 billion U.S. dollars, Baidu has to go where 54.82% equity. And by the end of 2013, where to go to account for cash and short-term investment funds of 269 million U.S. dollars, Ctrip on the cash and short-term investment of 1.9 billion U.S. dollars. "No matter where to sell the shares to Ctrip, or their own investment Ctrip integration to where, or direct support to where to invest Ctrip, Baidu in which has played a very important role." From the current situation to see Baidu still want to have a place in the OTA market, but the valuation of everyone is controversial. ”

5G founder Bo to the South reporters further analysis, head-to-head competition than cooperation, Ctrip and where to go together is from rational consideration. "Ctrip and where the competition will give users a number of preferential policies, but this also dragged down their earnings, at the same time too much competition to bring more losses, not conducive to enterprise development." ”

Relatively speaking, where to go is an up-and-comer, the core business is search, while Ctrip is the industry's oldest, is the most successful online travel site of the enterprise, itself to provide relevant tourism services. "Ctrip and where to merge, both complement each other, will become China's largest online travel service provider." "Bo said. In addition, Bo that, if the cooperation is successful, who is more likely to lead the trend, but in terms of team, where the team may be the main.

Back to the original point, Ctrip and where to go why to come together? The integration of both sides can give the capital market what a better future.

In Wei Changren view, Baidu set up the two sides of integration, it is likely to create a "Chinese version of Priceline" business model. As for Ctrip next will be made Priceline business and mode, Liang Jianzhang prior to accept the South is an exclusive interview. But in the 15th internal mail, Liang Jianzhang said, "The United States tourism E-commerce Priceline Global market value of 60 billion U.S. dollars in the world's top 500 companies." China will have the world's largest tourism market in a few years, and it is entirely possible to nurture the world's top 500 companies with a trillion-dollar deal. I return Ctrip, not for the name, nor for the benefit, is to and everyone together experience two times the hardships of entrepreneurship, passion and success of the pleasure. ”

Ctrip, where to go current equity structure

A, Liang Jianzhang 1.6%

B, Oppenheimer funds 13.72%

C, T. R ow e P rice 13.13%

D, B Aillie G ifford 5.41%

E, fan 2.9%

F, Sun 2.2%

A, executive and director shareholding 21%

(of which Zhungchen Super 6.49%)

B, Baidu 54.82%

Institutional shareholders: Jinsha River Ventures, Lehman Brothers, Mayfield, GGV Capital