The wave of mergers and acquisitions in the tourism industry has arrived。Following the strategic reorganization of China National 188bet mobile login and Hong Kong China 188bet mobile login which detonated the market，February 29，Zhongxin Travel (002707.SZ) officially announced the restructuring draft with Beijing Huayuan International Travel Co., Ltd. (hereinafter referred to as "Huayuan International Travel")。means the price of the multiple parties in this merger、Ownership structure、The trading model has been basically agreed upon。

According to draft，The transaction price is 2.6 billion yuan，Asset premium is close to 800%，And at the end of 2014，The valuation of Huayuan 188bet mobile login is no more than 7.200 million yuan。Such a high price sale，What is Zhongxin Travel planning？In the industry’s view，After Zhuyuan 188bet mobile login，Win Huayuan 188bet mobile login again，Uxin Travel is about to become the leader in the outbound tourism segment；At the same time，According to the above draft，This merger is far from a simple integration of offline industrial assets，Holding Huayuan 188bet mobile login 38.Ctrip with 07% equity，It is more likely that through this reorganization, it will become the "ladder to heaven" for UX Travel to move online。

Purchase 188bet mobile login at a high premium

This restructuring of UX 188bet mobile login has cost a lot of money.

According to the restructuring announcement on February 29，The transaction price of UX Travel’s acquisition of 100% equity of Huayuan International Travel is planned to be 2.6 billion yuan。Among them，According to the "Asset Appraisal Report" issued by Zhonglian Appraisal，The estimated value of all shareholders’ equity of Huayuan 188bet mobile login is 22.5.2 billion yuan，The audited book value of Huayuan 188bet mobile login’s net assets on December 31, 2015 was only 2.About 5.2 billion yuan。

In other words，This merger is ongoing，Huayuan 188bet mobile login’s estimated value added is as high as 2 billion yuan，Value-added rate reached 795.42%。This does not include the actual price of 2.6 billion yuan, which is about 15% higher than the assessed value.45% premium。

It is reported，The operating income of Huayuan 188bet mobile login in 2014 and 2015 was 6 respectively.400 million yuan and 24.200 million yuan，In the context of generally low profits in the tourism industry，Huayuan 188bet mobile login 2014、The net profit after deducting non-recurring gains and losses in 2015 was -1827.420,000 yuan、6625.030,000 yuan。Price based on transaction，The PE (price-to-earnings ratio valuation) given by Uoxin Travel reaches 39.25 times。China National Travel Service, which recently planned to reorganize in China Travel Service Hong Kong, closed as of March 2nd，its dynamic PE is only 25.27 times。

Faced with valuations that differ several times，Uxin Travel mentioned in the announcement，This is mainly because the outbound travel market has continued to boom in recent years、Listed companies in the same industry have continued to experience relatively high performance growth in recent years，Huayuan 188bet mobile login has abundant aviation resources、Excellent product research and development team and currently working with Ctrip、Tuniu realizes port docking of sales system、Real-time interactive information system and cooperation with multiple OTAs, etc.。

Also，To support this valuation，Uxin Travel signed a performance betting agreement，Huayuan 188bet mobile login promises that the net profit in 2016 will not be less than 106.4 million yuan，The cumulative net profit in 2016 and 2017 is not less than 245.78 million yuan，2016、The cumulative net profit in 2017 and 2018 is not less than 426.97 million yuan。If this is not possible，Compensation will be made according to the terms of the gambling agreement。Calculated according to the profit agreed in the gambling agreement，Its PE valuation is indeed close to the general level in the industry，However, for Huayuan 188bet mobile login, which achieved a profit of less than 70 million yuan in 2015，It’s not easy either。

What attracts more attention to the market is，The price given by UX Travel is higher than that of more than a year ago，It’s still a “big jump” in valuation。Data display，Huayuan 188bet mobile login was established in July 1993，Experienced all kinds，By the time of the eleventh equity adjustment in September 2014，Its registered capital is only 40 million yuan，When Ctrip and CITIC Mezzanine became shareholders in November of the same year，The registered capital has only increased to 80 million yuan。And Ctrip、When CITIC Mezzanine took over，The overall valuation of Huayuan 188bet mobile login is only 7.200 million yuan，Also because of 7.The overall valuation of 200 million yuan is relatively high，The original shareholders of Huayuan 188bet mobile login all transferred to Ctrip、CITIC transferred part of its shares。And this acquisition，The overall valuation has reached 2.6 billion yuan。Just over a year，Asset appreciation reaches 260%。

But facing all these questions，Mentioned by a private equity person who has long been concerned about capital operations，The formulation of transaction pricing is not just based on the quality 188bet mobile login company，We still need to see more synergies brought about by the reorganization、Value-added space，"Transaction Pricing、Transaction structure is a game between counterparties，The acquirer is often interested in more than just the target itself，But its channels、The 1+1 brought about by integrating technology or other core resources into the body2 synergy effect。”

In this person’s opinion，When Ctrip entered Huayuan 188bet mobile login in November 2014，His appointment is Guo Dongjie、He Yong came to Huayuan 188bet mobile login as the chairman and general manager of Huayuan 188bet mobile login、Director and Deputy General Manager。Guo Dongjie was previously the senior vice president of Ctrip、CEO of Tourism Division，He Yong is appointed as deputy general manager of Ctrip Tourism Division and general manager of Shanghai Ctrip 188bet mobile login。

"These two people are in the main office of Huayuan 188bet mobile login，Quickly deepened the cooperation between Huayuan 188bet mobile login and Ctrip。From the data，In a short time，It helped Huayuan 188bet mobile login increase its operating scale and even profitability。”The person mentioned，After these adjustments，Uxin Travel launches another comprehensive acquisition，"It might as well be to solve the competition、A strategic arrangement for one’s own use。All premiums paid at this time，It is the result of the game for strategic considerations。”

Expand share + bind OTA

actually，The merger and acquisition of Uoxin 188bet mobile login is indeed what the person said，1+1 exists2’s strategic considerations。Many people in the tourism industry think，Uxin 188bet mobile login is willing to pay a premium mainly because of the industrial concentration and industrial transformation that can be obtained after the merger，And the latter is why it is better than the end of 20147.The reason why the valuation of 200 million yuan has increased again。

From the perspective of industrial concentration，“The advantage of Huayuan 188bet mobile login lies in its wholesale business，It has very rich agent resources across the country。Uxin Travel won it，Will expand its own resources。” Mentioned by Liu Zhaohui, CEO of Zhihui Tourism，Competition in the tourism industry is fierce、There is a price war phenomenon，After the merger between Uoxin Travel and Huayuan International Travel，The increase in industrial concentration will bring about an increase in profit margins。Wei Changren, CEO of Jinlv Consulting, also proposed from the perspective of the outbound tourism market structure，“The European (travel) wholesale market is mainly divided by 4 to 5 travel companies，Among them, Huayuan International Travel accounts for the majority of group tours，Can form a tripartite momentum with Zhongxin Travel。Observing the continuous expansion and acquisition path of Uoxin Travel in recent years，It mainly expands its resource radius by integrating companies in the same industry，Under this logic，It is reasonable for Huayuan 188bet mobile login to be its target。From the perspective of market layout，This merger has practical significance。”

Otherwise，In the industry’s view，More importantly，Through this transaction, Ctrip, the company behind Huayuan International 188bet mobile login, will hold the equity of Uoxin 188bet mobile login。At the same time，The two parties also signed a strategic cooperation framework agreement，Said that if Ctrip will spin off its vacation business segment in the future (the entity that will inherit the vacation segment business after the spin-off is hereinafter referred to as the "Vacation Company")，And started the work of equity financing or IPO (hereinafter referred to as "effective financing")，Zhongxin has the right to complete the investment in the resort company according to the agreed valuation。

In this way, Uxin Travel and Ctrip will achieve cross-shareholding、Deep marriage，“From Ctrip’s perspective，Although Ctrip has a high competitive advantage in the standard product market，But the bottleneck of its non-standard products has always existed，It lacks the resources and experience that offline wholesalers have，So it makes sense to cooperate with Zhongxin Travel。"Liu Zhaohui mentioned，“From the perspective of Zhongxin Travel，It is the same as the previous Huayuan 188bet mobile login，As a traditional offline wholesale organization，All have online shortcomings。In the market environment that OTA giants have formed，its OTA binding cooperation、Taking advantage of OTA giants，Open up online resource docking，Building an online platform、Improve the online advantages of products，Further expand C-side and B-side channels。”Also，Uxin Travel has also gained the imagination space to own equity in the fake sector in the future，Mentioned by Wei Changren，"Such a deep binding，This should be the reason why they are willing to pay the premium。”

actually，Previously, Uoxin 188bet mobile login has launched an online layout，It has acquired Youyao.com、Invested in Qionyou，However, it had little effect。To this，Mentioned by Wei Changren，“Youya.com itself is small in size，When used for one's own use，The capacity cannot match the giant Ctrip，The direct contribution to Zhongxin Tourism is not obvious。But Ctrip is an OTA giant，The value they can bring is different。”

As of now，This kind of online、It is not uncommon for offline platforms to carry out binding cooperation through shareholding，Mentioned by Wei Changren，“Hainan Airlines also has a listed platform，It became its largest shareholder by investing in Tuniu，Deepening the cooperative relationship between Caesar Tourism and it，This is the direct benchmark of Uxin 188bet mobile login。In addition Wanda series、Regional tourism companies are constantly engaging in such cooperation。Under the convergence trend of the entire market，UX 188bet mobile login still faces competition。”