Trip.com takes controlling stake in Dida for HK$1.42 billion: Hitch-hailing finally finds its backer

On June 29, Tongcheng Travel and Dida Chuxing issued a joint announcement. ELong, a subsidiary of Tongcheng Travel, intends to acquire all the issued shares of Dida Chuxing through a voluntary conditional all - cash tender offer. The offer price is HK$1.3875 per share, representing a premium of approximately 12.8% over Dida's closing price of HK$1.23 on the last trading day. The total offer amount is approximately HK$1.42 billion.

According to the announcement, Dida's board of directors plans to distribute a special cash dividend of HK$1.1745 per share to shareholders, and this dividend will not be deducted from the offer price. That is to say, for eligible Dida shareholders, if they accept the offer later, they can theoretically receive both the special dividend and the acquisition payment, with a total cash recovery of approximately HK$2.562 per share.

On the surface, the money shareholders receive is much higher than the pre - suspension share price. However, a significant portion of it is not the additional acquisition premium provided by Tongcheng, but rather Dida's own cash distributed to shareholders in the form of a special dividend.

From the result, it is highly certain that Tongcheng will obtain control of Dida. The announcement shows that five shareholders, including 5brothers, have made irrevocable commitments to transfer a total of approximately 551 million shares, accounting for approximately 53.70% of Dida's total share capital. This means that as long as the transaction conditions are met, Tongcheng will directly cross the 50% voting rights threshold and become the controlling party of Dida.

However, the original intention of this transaction is not privatization. The announcement states that after the offer is completed, Dida plans to continue to maintain its listing status on the Hong Kong Stock Exchange. Only when the final acceptance ratio reaches the mandatory acquisition threshold required by the company law and the acquisition code does the offeror have the right to further buy out the remaining shares and apply for delisting.

For Tongcheng, acquiring Dida can complete the business closed - loop. Tongcheng's core business focuses on travel scenarios such as air tickets, train tickets, hotels, and scenic spot tickets. However, the real travel chain of users does not end with "booking tickets" and "booking rooms". From the airport to the hotel, from the high - speed railway station to the scenic spot, and from intra - city commuting to short - distance inter - city travel, all require ground transportation.

Dida still has a certain foundation in carpooling, taxi services, and aggregated travel. Although its scale cannot be compared with that of leading ride - hailing platforms, it is sufficient to be a piece of the puzzle for Tongcheng to complete its travel chain. In the future, Tongcheng can cross - promote its tourism users, transportation ticket users, and Dida's carpooling and taxi services, and attempt to build an integrated travel entrance for "intra - city + inter - city" travel.

For Dida, this is more like a transaction to find a new backer. In the past few years, the growth dividend in the carpooling market has significantly weakened. The low - price competition of ride - hailing platforms has continuously squeezed Dida's business space. As an independent travel platform, Dida lacks both a super - traffic entrance and stronger ecological synergy. Its share price performance and market attention have been unsatisfactory since its listing.

A 12.8% premium is relatively low for a full - scale tender offer. Usually, the premium for similar transactions ranges from 20% to 30%. Therefore, the essence of this transaction is that Tongcheng is acquiring a travel asset at a low valuation, and the bargaining advantage lies with the buyer.

However, whether Tongcheng can truly convert its air ticket, train ticket, and hotel users into Dida's carpooling and taxi orders still depends on the product entrance, fulfillment experience, and price competitiveness. If it is only a financial consolidation without generating real incremental orders, the strategic value of this transaction will be greatly discounted.

A greater industry signal is that the space for vertical travel platforms to tell independent stories is narrowing. In the future, it may become increasingly difficult for small and medium - sized travel platforms like Dida to maintain the imagination of the capital market with a single business. Being incorporated by OTAs, local life platforms, or super apps and becoming a fulfillment module in a large ecosystem may become a more realistic path.

This article is from the WeChat official account “Qiangdiao Next” (ID: leo89203898). Author: Xin Jian, Editor: Xiao Bai. It is published by 36Kr with authorization.