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New Culture resumes trading and acquires two major outdoor LED operators for RMB 1.5 billion

New Culture (300336), which has been suspended for several months, released a restructuring plan today. The company plans to purchase 100% of the equity of Tulip Communication and 100% of the equity of Dakos Advertising by issuing shares and paying cash. The total transaction price of the underlying assets is 1.5 billion yuan. Trading of the company's shares will resume from today.
The announcement shows that the transaction price of the entire equity of Tulip Communications and Dakos Advertising is 1.5 billion yuan, of which cash payment is 630 million yuan. At the same time, New Culture issued 33.6484 million shares to the two target companies at a price of 25.86 yuan per share to pay the transaction consideration of 870 million yuan.
According to the evaluation report, Tulip Communication has an estimated value of 1.202 billion yuan, with a value-added rate of 263.16%; Dakos Advertising has an estimated value of 301 million yuan, with a value-added rate of 705.39%. After negotiation between the two parties, they decided to conduct transactions at prices of 1.2 billion yuan and 300 million yuan respectively.
In addition to the above-mentioned transactions, New Culture plans to raise a total of no more than 500 million yuan in supporting funds from non-public issuance of shares from no more than 5 specific investors. This part of the funds will be used to pay the cash consideration in this transaction, and the company will raise funds for the shortfall.
Data shows that Tulip Communication is not only one of the largest advertising companies operating outdoor LED large-screen media in China, but currently operates 232 outdoor LED large-screen media, including 24 of its own screens, covering nearly 90 cities across the country. The operating income in 2012 and 2013 was 447 million yuan and 459 million yuan respectively, and the net profits were 55 million yuan and 44 million yuan respectively. Dakos Advertising is one of the largest advertising companies operating outdoor LED large-screen media in the Northeast, with 9 self-owned LED screen media. The simulated consolidated operating income in 2012 and 2013 was 21.4184 million yuan and 39.5746 million yuan respectively, and the net profits were 8.8545 million yuan and 23.2455 million yuan respectively.
New Culture said that after the acquisition is completed, the listed company's business scale will be significantly expanded, and the business field will be extended to the media platform, operating a national outdoor LED large-screen media network, realizing the strategic layout of the listed company's media platform business in key domestic economic regions, and laying a solid foundation for the establishment of a national large-scale media network in the future.
It is reported that New Culture currently focuses on the investment, production and distribution of film and television dramas. Since its listing, with its own platform and financial advantages, it has invested in the equity of Lanxin Pictures, Kaiyi Communication, Wow Bang Media, Jinghuan Technology and other companies to complete the layout of cinema lines, film production and marketing, mobile Internet, 3D video products and other related business areas.
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