A significant step forward has been made in the consolidation of the elevator media industry, as Focus Media Information Technology Co.,Ltd. (ASX: 002027) has received antitrust approval for its acquisition of Xinchao Media. On October 10, the State Administration for Market Regulation issued an announcement that, after a lawful review, it has approved with additional restrictive conditions the concentration of undertakings in which Focus Media Information Technology Co., Ltd. (hereinafter referred to as "Focus Media," 002027.SZ) acquires equity in Chengdu Xinchao Media Group Co., Ltd. (hereinafter referred to as "Xinchao Media"). This approval marks important progress in the elevator media industry consolidation that has drawn significant market attention.
Focus Media stated, "The company will advance this transaction in accordance with laws and regulations, focusing on price stability, fair services, and other aspects, while releasing the efficiency of industry integration and continuously safeguarding the legitimate rights and interests of advertisers, point resource holders, and other market operating entities." According to the announcement, the State Administration for Market Regulation conducted an in-depth analysis of the impact of this concentration of undertakings on market competition and concluded that this concentration has or may have the effect of eliminating or restricting competition in the elevator media advertising market within China.
Six Restrictive Conditions with a Five-Year Validity Period
The announcement shows that in 2024, Focus Media's market share in China's elevator media advertising market was 50%-55% (ranking first), and it can be presumed to hold a dominant market position. Xinchao Media's market share was 5%-10% (ranking second). The combined market share of the post-concentration entity is 55%-60%, further widening the gap with other competitors in the market and strengthening its dominant market position.
While assessing that this concentration has or may have the effect of eliminating or restricting competition in China's elevator media advertising market, the State Administration for Market Regulation, after an in-depth examination of the overall operating conditions of the advertising industry, concluded that internet advertising has now become the dominant channel for advertising placement (with revenue accounting for more than 85% of total advertising revenue in 2025); advertising categories such as transportation travel advertising and traditional outdoor large-screen advertising will exert certain competitive constraints on elevator media advertising in terms of pricing and placement effectiveness.
In response, Focus Media stated, "The purpose of this transaction is to integrate industry resources and enhance service capabilities, and the fruits of industry development will be shared with our broad customer base and partners." The announcement also shows that, based on the commitment scheme of additional restrictive conditions submitted by the filing party, the State Administration for Market Regulation decided to approve this concentration with additional restrictive conditions, requiring both parties to the concentration and the post-concentration entity to fulfill the following obligations: (1) Continue to perform existing customer contracts and all their commercial terms, unless the customer materially breaches the contract for its own reasons or the customer decides on its own to terminate or request modification of the existing customer contract. (2) Continue to maintain service levels for customers, including but not limited to: overall maintenance standards, image quality, data feedback mechanisms, and other aspects not lower than the service levels provided before this transaction. (3) Without justified reasons, the annual actual transaction price of the post-concentration entity in each city shall not exceed the corresponding actual transaction prices of Focus Media and Xinchao Media in the respective cities for the twenty-four (24) months prior to the effective date. (4) Continue to provide elevator media advertising services on the principles of fairness, reasonableness, and non-discrimination; without justified reasons, shall not refuse to provide elevator media advertising services to customers, and shall not restrict customers' freedom of choice through tying arrangements or附加 unreasonable trading conditions. (5) Waive all related rights arising from exclusive clauses already concluded and in effect with property management companies and other holders of elevator media point resources; when newly signing or renewing points with holders of elevator media point resources, shall not enter into exclusive clauses and automatic renewal clauses. (6) Shall further improve the antitrust compliance system, establish and perfect an antitrust compliance management system, and regularly conduct antitrust compliance training. The validity period of the above six restrictive conditions is five years.
According to the announcement, from the effective date, both parties to the transaction and the post-concentration entity shall report to the State Administration for Market Regulation annually on the performance of this commitment scheme until all restrictive conditions of this commitment scheme are terminated. After the five-year period of the restrictive conditions expires, both parties to the transaction and the post-concentration entity may apply to the State Administration for Market Regulation for termination of the conditions. The State Administration for Market Regulation will make a decision on whether to terminate based on the application and in light of market competition conditions. Without approval from the State Administration for Market Regulation for termination, both parties to the transaction and the post-concentration entity shall continue to fulfill the restrictive conditions.
No Exclusive Clauses Permitted for Elevator Media Point Resources
Furthermore, in response to the two core focal points raised by relevant parties during the transaction review—the issue of media procurement costs after industry integration and the constraint mechanism for cooperative points—Focus Media has proposed effective solutions to address potential concerns. Regarding the rights and interests of advertisers, Focus Media solemnly promises that, without justified reasons, the annual actual transaction price of the post-concentration entity in each city shall not exceed the corresponding actual transaction prices of Focus Media and Xinchao Media in the respective cities for the 24 months prior to the effective date. Focus Media always places customer rights and interests as a priority. At the same time, Focus Media will continue to perform existing customer contracts and all their commercial terms, and safeguard the access of different types of customers to corresponding media services on the principles of fairness, reasonableness, and non-discrimination.
Regarding the constraint mechanism for cooperative points, this is mainly used to address pain points such as narrow elevator spaces, advertising affecting user experience, and safety hazards, and is also a cooperation method desired by many holders of media point resources. However, in order to further expand the autonomous choice of holders of elevator media point resources, Focus Media promises to waive all related rights arising from exclusive clauses already concluded and in effect with property management companies and other holders of elevator media point resources; when signing or renewing points, it shall not enter into exclusive clauses and automatic renewal clauses.
Looking back at this acquisition, since its launch in April last year, it has taken nearly a year and a half to date. In April 2025, Focus Media initiated the acquisition, intending to acquire 100% of Xinchao Media at a valuation of 8.3 billion yuan. In August of the same year, the company disclosed the draft report on the issuance of shares and payment of cash to purchase assets and related-party transactions. In March 2026, the company released a summary of the revised draft transaction report, and because some original counterparties no longer participated in this transaction, the transaction plan was changed to issuing shares and paying cash to purchase 90.02% of the target company's shares, with the corresponding transaction consideration adjusted from 8.3 billion yuan to approximately 7.794 billion yuan. According to the announcement on July 1, due to the need to update the financial information in the filing documents, the company received a notice of suspension of review from the Shenzhen Stock Exchange on June 30, 2026. Thereafter, after completing the update of the relevant financial information and other related work, the company received a notice from the Shenzhen Stock Exchange on August 29 agreeing to resume the review of this transaction. This continued until the acquisition received approval from the State Administration for Market Regulation with additional restrictive conditions.
According to official website information, Focus Media was founded in 2003 and created the elevator media advertising model. In 2005, Focus Media became the first Chinese advertising media stock listed on the NASDAQ in the United States, and in 2007, Focus Media was included in the NASDAQ 100 Index. In 2015, Focus Media returned to the A-share market, with a market value exceeding 100 billion yuan. Focus Media covers 400 million mainstream urban consumers in China, more than 300 cities, and more than 3 million elevator terminals. In terms of performance, in the first half of 2026, the company achieved revenue of 5.991 billion yuan, a year-on-year decrease of 1.98%; net profit attributable to shareholders of the parent company was 3.128 billion yuan, a year-on-year increase of 17.39%; basic earnings per share were 0.22 yuan. The company plans to distribute a cash dividend of 0.5 yuan (including tax) for every 10 shares to all shareholders, with a total planned cash dividend of 722 million yuan. According to Dazhihui VIP, as of the close on October 9, Focus Media traded at 4.91 yuan per share, up 3.59%, with a total market value of 70.9 billion yuan.