For nearly half a year, the “marriage” of the two tourism leaders still failed to achieve a satisfactory outcome.
On December 5, Caissa Tosun Development Co.Ltd(000796) and Utour Group Co.Ltd(002707) announced respectively that they decided to terminate the plan of Caissa Tosun Development Co.Ltd(000796) share exchange, absorption and merger Utour Group Co.Ltd(002707) and raise funds with the unanimous consent of both parties.
the merger plan is terminated
According to the announcement on the evening of the 5th, Caissa Tosun Development Co.Ltd(000796) held a meeting on December 3 to consider and pass the proposal on terminating the stock exchange absorption merger Utour Group Co.Ltd(002707) and raising supporting funds and related party transactions, and signed the relevant termination agreement with Utour Group Co.Ltd(002707) on the same day.
Caissa Tosun Development Co.Ltd(000796) said in the announcement that the major asset restructuring adopts the method of absorption and merger, involves many links, and may face great uncertainty risks due to the covid-19 pneumonia epidemic and changes in the market environment. In order to effectively safeguard the interests of the listed company and all shareholders, after careful research and friendly negotiation with all parties to the transaction, both parties to the transaction jointly decide to terminate the transaction.
On the evening of the 5th, Utour Group Co.Ltd(002707) also announced that the company and Caissa Tosun Development Co.Ltd(000796) signed the termination agreement for the merger of Caissa Tosun Development Co.Ltd(000796) and Utour Group Co.Ltd(002707) share exchange absorption. The company promises that the termination will not have an adverse impact on the company’s operation and will not damage the interests of the company’s shareholders, especially the minority shareholders.
In June this year, the two companies issued a restructuring plan, Caissa Tosun Development Co.Ltd(000796) plans to absorb and merge Utour Group Co.Ltd(002707) by issuing A-share shares to all shareholders of Utour Group Co.Ltd(002707) , and plans to raise supporting funds from no more than 35 specific investors by inquiry, which is expected to be no more than 1.7 billion yuan.
As the transaction amount exceeded 6.2 billion yuan and both parties were leading enterprises in China’s tourism industry, the news aroused external attention as soon as it was released. However, the restructuring plan was opposed by Caissa Tosun Development Co.Ltd(000796) the second largest shareholder HNA tourism group, saying that the stock exchange, absorption and merger is still in the plan stage and needs further demonstration and research. Since then, the Shenzhen Stock Exchange issued a restructuring inquiry letter, requiring a specific description of the matters involved in the transaction plan.
In the announcement of replying to the inquiry letter on the restructuring of the exchange released on the evening of the 5th, Caissa Tosun Development Co.Ltd(000796) and Utour Group Co.Ltd(002707) both said that the trading parties and intermediaries had studied and promoted the relevant inquiries one by one, and continued to communicate with HNA tourism group and its recommended directors on the trading scheme in combination with the gradual refinement of the scheme, HNA tourism group and its recommended directors are still demonstrating and studying the transaction.
Source: Caissa Tosun Development Co.Ltd(000796) announcement
the tourism industry has not recovered
Affected by the repeated covid-19 epidemic and other adverse factors, the operating revenue of the two companies decreased significantly last year, and the net profit also changed from profit to loss. In this context, the merger of the two sides is also seen as a group. Since this year, the tourism industry has still failed to recover. The data show that in the first three quarters Utour Group Co.Ltd(002707) the revenue was 476 million yuan, a year-on-year decrease of 64.64%; The net profit was -205 million yuan, a year-on-year increase of 34.29%. In the same period, Caesar tourism achieved a revenue of 780 million yuan, a year-on-year decrease of 34.32%; The net profit attributable to the parent company was -259 million yuan, a year-on-year decrease of 34%.
Dragged down by performance losses, the stock prices of the two companies have remained depressed since this year. China Securities Taurus market shows that the recent Caissa Tosun Development Co.Ltd(000796) share price has continued to decline, with the latest report of 7.4 yuan / share, a cumulative decline of nearly 45% compared with the end of last year. Utour Group Co.Ltd(002707) share price performance has also been depressed, with the latest report of 5.24 yuan / share.
Previously, Utour Group Co.Ltd(002707) has been focusing on overseas tourism services. For the future development plan, Utour Group Co.Ltd(002707) recently said that the company will continue to deeply cultivate China’s tourism market, deepen the development of China’s tourism, provincial tourism and surrounding tourism markets, and focus on creating high-quality and high-end tourism products. In addition, the company will also use the multi-channel financing mode of the capital market to raise funds and actively promote the follow-up development.
(China Securities Journal)
