Focus Media's acquisition of Xinchao Media equity approved by SAMR with restrictive conditions

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On October 10, the State Administration for Market Regulation issued an announcement, deciding to approve Focus Media's acquisition of Xinchao Media equity with restrictive conditions attached. The SAMR announcement shows that in 2024, Focus Media's market share in China's elevator media advertising market was 50 to 55 percent, ranking first, while Xinchao Media's market share was 5 to 10 percent, ranking second, and the combined entity's total market share would be 55 to 60 percent. SAMR believes that the restrictive condition commitment plan submitted by Focus Media on September 18, 2026 can effectively reduce the adverse impact of this concentration of undertakings on competition. From the effective date, the transaction parties and the combined entity shall comply with six restrictive conditions, including continuing to perform existing customer contracts and all their commercial terms, and continuing to provide elevator media advertising services under the principles of fairness, reasonableness, and non-discrimination. Focus Media stated that the company will advance this transaction in accordance with laws and regulations, focusing on price stability and fair services. Looking back, in April 2025 Focus Media disclosed a restructuring plan, proposing to acquire 100 percent equity of Xinchao Media through share issuance and cash payment, with the 100 percent equity of Xinchao Media preliminarily valued at 8.3 billion yuan. The revised draft acquisition plan disclosed on September 24 this year shows that the company plans to purchase 90.02 percent equity of Xinchao Media held by 45 counterparties including Zhang Jixue, Chongqing JD, and Baidu Online, with a total transaction consideration of 7.794 billion yuan, of which the cash consideration is 29.6495 million yuan and the share consideration is 7.765 billion yuan. This transaction will not result in a change of control of the listed company.

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SAMR's conditional approval allows Xinchao Media to be acquired by Focus Media, advancing the transaction.