U.S. group and public comment formally announced merger

The US Mission and the Public Comment jointly issued a statement, officially announcing a strategic cooperation. The two parties have jointly established a new company, and the new company will become the leading platform in China's O2O field. The new company will implement the Co-CEO system. The US group CEO Wang Xing and the public commentator CEO Zhang Tao will also serve as co-CEOs and co-chairmen. Major decisions will be made at the joint CEO and board level. The two companies remain unchanged in terms of personnel structure, and will maintain their own brand and business operations independently, including high-frequency to store business, while at the same time will strengthen the complementary advantages and strategic cooperation, and promote the industry to upgrade.

Public commentator Tao Zhang said: "In the past two years, the two companies have differentiated competition and helped 10 million merchants serve 1 billion consumers. This is the common pursuit of the two teams. Cooperation is the general trend and is the common choice of the two teams. The outlook for the O2O industry is immense. After the cooperation, everyone will play their respective advantages, accelerate product innovation, deepen the pace of service and industry expansion, create more value for consumers and businesses, promote the construction of the O2O ecosystem, and promote the development of the industry.”

US Group CEO Wang Xing said: "We are very happy to cooperate with the public comment. This allows us to have more energy in the O2O field to provide better services to consumers and businesses. We also have more energy to open up new business and product innovation. The cooperation is in line with the expectations of both teams and investors, and cooperation will produce a chemical reaction. I am confident that we can create a better future together."

The transaction was strongly supported by shareholders such as Alibaba, Tencent and Sequoia. Huaxing Capital acted as exclusive financial advisor to both parties of this transaction.

The following is the full text of the internal mail of the US delegation CEO Wang Xing:

Dear colleagues,

During the National Day long holiday during the 66th anniversary of the founding of New China, the US Mission and the Review completed the historic strategic cooperation of the Chinese Internet. Both sides jointly established a new company, and the Chinese O2O market structure changed accordingly. Yesterday, the two sides fought bloody battles. Today, we shake hands and say that we will create a future tomorrow.

After the cooperation, the US group and the commentary will continue to maintain the operation of the two brands; I and comment CEO Zhang Tao will serve as the new company's joint chairman and co-CEO. The cooperation was strongly supported by the shareholders of Alibaba, Tencent, Sequoia, Boyu, Hillhouse, GA, Fidelity, Aurora Borealis, and Walden. We thank them for their trust. Combining advantages and strengths to ensure team stability and protect employees' rights are the key principles in this cooperation.

The U.S. delegation has made brilliant achievements in the past five and a half years since its launch on March 4, 2010. All of this thanks to the concerted efforts of our entire team. In the past five years, the U.S. Group and the U.S. have jointly expanded the O2O market in China, allowing hundreds of millions of users to enjoy the convenience brought by O2O. Through this cooperation, we will push the entire industry to a new level. After the cooperation, we will be able to devote more energy and resources to product innovation, experience improvement and new business development. Both teams and investors have seen the new opportunities brought about by cooperation and let us firmly come together.

It only takes one long vacation to change from killing to falling in love, and it must be long-term business from love to marriage. This change is very dramatic, and everyone is more or less uncomfortable. Since we have already decided to cooperate, we must hold on to our faith. This requires everyone to give up their prejudice and give up their opposition. Learn to appreciate each other and encourage each other. This requires heart and patience. Cooperation does not mean that everything will be all right. From now on, you can sit back and relax. External competition is still fierce and the industry is full of variables. O2O is still just beginning. We need to maintain a humble attitude to provide better and better services to consumers and businesses.

Let us together, do not love, indulge forward.

Wang Xing

The following is the internal message of the public commentator CEO Zhang Tao:

Dear DPer:

During the long holiday that has just passed, we and the U.S. delegation reached a consensus to jointly establish a new company. This is a historic strategic cooperation for the Chinese Internet, and the O2O market landscape in China has changed accordingly. From fighting blood to shaking hands, we believe that the great era of O2O has only just begun and we will join hands in creating a better future together.

In the new company, Wang Xing and I will serve as joint chairman and co-CEO to jointly lead the new company. The two brands and existing businesses of the Volkswagen Review and the US Mission Group will continue to maintain independent operations, including high-frequency store-based services, including group purchase and flashback, and will use their respective advantages to enhance strategic cooperation and achieve a win-win situation of 1+1>2. effect. Combining strengths to ensure team stability and protect employees' interests is the key principle of this cooperation.

This cooperation has received strong support from shareholders such as Tencent, Alibaba, Sequoia, Koshin Capital, and Today Capital, thanking them for their trust and help.

The public comment has been established for 12 years. It has always been a pioneering spirit, committed to innovation and self-revolution. In order to help 10 million businesses and serve 1 billion users, we have pioneered the creation of an independent third-party review model for local living in the world, and created a series of new products and services such as online coupons, membership cards, restaurant reservations, and flash benefits. In the past five years, the competition between us and the U.S. delegation has allowed us to innovate, rejuvenate, and bring about explosive growth. We have gained recognition and trust from 200 million users and millions of merchants! Thanks to every DPer's wisdom and hard work, let us be strengthened in every change! We are proud of the past and we are more confident in the future.

The opportunities in the O2O field are huge. Each of us is a great opportunity. It is also a mission of history. Through this cooperation, we are closer to achieving our own goals, and the prospects of the new company after the cooperation are more clear and beautiful. Cooperation has brought about a brand-new big pattern, allowing us to devote more energy and resources to innovating products, deepening services, and accelerating the deployment of new businesses. In the past few years, the two companies have worked hard to strengthen the two outstanding teams and completed the first round of offline Internet service industry. In the future, from the opponent to the partners, we will work together to promote the sound development of the industry, so that more users and merchants can enjoy the convenience of the Internet. After the establishment of the new company, the team and the business synergy require each DPer to have a broad mind, to respect and embrace new colleagues, and to forge ahead in the future, sincerely unite and work together to create a better tomorrow.

New company, new starting point, new opportunities. Let us together, do not forget the heart, go ahead at full speed!

Zhang Tao

Rumors

On the morning of October 7th, Sina Technology was informed of some of the details of the merger, and the media subsequently exposed the following: 1) Merger method, the existing shareholders of the US Mission and Public Comments injected equity into the newly formed overseas company (still adopting the VIE structure ), The ratio is roughly 7:4; 2) Personnel arrangements are similar to the merger of Didi+Fast, 58+Chengcheng+Fangji, Ctrip+Elong, and “New Mita” will adopt the “Double CEO” system; 3) Business, the business focus of the merger after the merger of the public comment is low-frequency, high customer price business, such as weddings, exhibitions, etc., no longer involved in high-frequency, low-cost unit price war, subsidized warfare.

On the morning of October 7th, sources also told Sina Technology that the merger talks between the U.S. and the public were basically at the end and should be announced before the 9th of this month. However, due to the fact that the current price has not yet been reached, it may also appear. variable.

Bloomberg reported on the afternoon of October 7 that informed sources said that the combined company will have a value of about $15 billion. Both parties plan to announce the merger plan as early as October 8.

When he was hungry, CEO Zhang Xuhao accidentally said that he was missing during an interview with the ostrich radio:

The merger between the U.S. and the Volkswagen Review was formally completed yesterday (October 6, 2015). The shareholders of both parties have already signed and the merger is conclusive. The new companies merged with the U.S. corporation and the Volkswagen Review will each operate independently in the coming year. The business will not be merged and operated, but there will be some synergy in the subsidy. If you are hungry, you will not participate in the merger of the U.S. and the Volkswagen Review and will continue to operate independently. It is only that the new company merged with the U.S. corporation and the public comment will participate in the hungry minority shareholders. The merger of the two companies will not see any impact. The cooperation with the reviews will still continue. The development of other O2O platforms, such as Baidu Haomi, may complete the domestic O2O's second annual task ahead of the end of the year.

However, soon, the ostrich radio source article has been shown to have been deleted.

As of the evening of October 7, the two companies have not yet made an official response. The public relations personnel of the two sides have relatively identical attitudes. In the morning, they said that they could be false news. However, they said at noon that they did not know anything and did not receive any notification from their superiors.

Transaction details

Another source told Sina Technology about the combined transaction details of the U.S. and the public comment:

1. The current shareholder of the US Mission and Public Comments injected equity into the newly formed offshore company (still adopting the VIE structure), with the ratio roughly equaling 7:4. This framework means that the public commentary has temporarily put aside plans to split VIE back to A shares. However, in view of the many advantages of the A-share listing, the possibility of the “New U.S. Congress” after the merger of the U.S. corporation and the public commentator is still very high. However, according to the consolidated terms and conditions of the "Business Weekly/Chinese version", the ratio is close to 5:5 instead of 7:4.

2. Similar to the merger of the quick drop and the 58 market, the US group and the review will adopt a joint personnel system for the CEO. However, it can be imagined that due to the large share of the US group, the founder of Wang Xing is also strengthening the situation. The system design of the two CEOs will be a transitional program. Soon the public commented on the original team will slowly withdraw from the new company and eventually the US group will take over the management. .

3. The business focus of the combined public comment is the low-frequency, high-customer unit price business, such as weddings, conventions and exhibitions, etc., no longer participate in price wars and subsidy warfare in the high-frequency and low-cost unit price fields. This is also the result investors want to see.

4. After the merger of the new group of US corporations and the public comment, Sequoia Capital will become the largest shareholder, with more shares than Alibaba and Tencent. Huaxing Capital is the financial advisor of this merger.