Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a> has announced a pre-conditional <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1202/2021120200081.pdf" target="_blank" rel="noopener">Scheme</a> from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.</li>
<li>The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. </li>
<li>The pre-conditions include PRC anti-trust approval. This should not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. </li>
</ul>



Razer Inc (1337 HK) has announced a pre-conditional Scheme from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.
The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. 
The pre-conditions include PRC anti-trust approval. This should not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. 


<div>
Last Friday (the 29 October), <a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>'s shares went into a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1029/2021102900327.pdf" target="_blank" rel="noopener">trading halt</a> prior to the morning secession "pending the release of an announcement in relation to inside information of the Company and pursuant to the Hong Kong Code on Takeovers and Merger".
A follow-up <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1029/2021102901424.pdf" target="_blank" rel="noopener">announcement</a> that evening said Min-Liang Tan (CEO and major shareholder with 234.35%) and Lim Kaling (NED, holding 23.46% of shares out) were in preliminary discussions with financial investors, which may or may not lead to a general offer.
Shares wobbled after the resumption of trading today, before closing up 7.7%. 
</div>
<div>
This insight provides a brief background on Razer, plus speculates on a fair price should a firm Offer unfold. 
</div>


Last Friday (the 29 October), Razer Inc (1337 HK)'s shares went into a trading halt prior to the morning secession "pending the release of an announcement in relation to inside information of the Company and pursuant to the Hong Kong Code on Takeovers and Merger".
A follow-up announcement that evening said Min-Liang Tan (CEO and major shareholder with 234.35%) and Lim Kaling (NED, holding 23.46% of shares out) were in preliminary discussions with financial investors, which may or may not lead to a general offer.
Shares wobbled after the resumption of trading today, before closing up 7.7%. 


This insight provides a brief background on Razer, plus speculates on a fair price should a firm Offer unfold. 


Razer (1337 HK): Game On As Founders Mull Offer

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a> designs and builds gamer-focused ecosystem of hardware, software, and services. It offers gaming peripherals and hardware, as well as virtual credit services and offline-to-online digital payment networks. Razer was listed on the HKEx in November 2017 to raise net proceeds of HK$3,930.7 million ($505 million) at HK$3.88 per share. On Friday after market close, Razer announced that Mr Min-Liang Tan (co-founder, CEO and Chairman) and Mr Lim Kaling (a founding investor and non-executive director) are in preliminary discussions with financial investors to explore the possibility of a transaction involving Razer. The transaction may or may not lead to a general offer for the shares. The Board cautions that no decision has been made by Mr Tan and Mr Lim on whether to proceed with any transaction. Mr Tan represents 3,009.3 million shares or 34.35% of outstanding shares and Mr Lim represents 2,054.8 million shares or 23.46% of outstanding shares. Consequently, Mr Tan and Mr Lim together represent 57.81% of outstanding shares.Despite improving financial performance and strong 1H21, the shares are trading -14% and -49% below its 1-year VWAP and IPO price, respectively. Razer is cash rich with the net cash (including leases) accounting for around 23% of the market cap. Also, on 3 June 2021, Mr Tan and Mr Lim sold a combined 275 million shares (3.09% of the total issued share capital at that time) at HK$2.405 per share for financial management purposes. In this context, it is unsurprisingly that Mr Tan and Mr Lim are in discussions with financial investors. <div class="content-highlight">While we think there is a good chance that a transaction materialises, the shares continue to be attractive on an underlying basis. Our base-case SoTP valuation of HK$2.47 per share implies a 26% upside to the last close price of HK$1.96 per share.</div>

Razer Inc (1337 HK) designs and builds gamer-focused ecosystem of hardware, software, and services. It offers gaming peripherals and hardware, as well as virtual credit services and offline-to-online digital payment networks. Razer was listed on the HKEx in November 2017 to raise net proceeds of HK$3,930.7 million ($505 million) at HK$3.88 per share. On Friday after market close, Razer announced that Mr Min-Liang Tan (co-founder, CEO and Chairman) and Mr Lim Kaling (a founding investor and non-executive director) are in preliminary discussions with financial investors to explore the possibility of a transaction involving Razer. The transaction may or may not lead to a general offer for the shares. The Board cautions that no decision has been made by Mr Tan and Mr Lim on whether to proceed with any transaction. Mr Tan represents 3,009.3 million shares or 34.35% of outstanding shares and Mr Lim represents 2,054.8 million shares or 23.46% of outstanding shares. Consequently, Mr Tan and Mr Lim together represent 57.81% of outstanding shares.Despite improving financial performance and strong 1H21, the shares are trading -14% and -49% below its 1-year VWAP and IPO price, respectively. Razer is cash rich with the net cash (including leases) accounting for around 23% of the market cap. Also, on 3 June 2021, Mr Tan and Mr Lim sold a combined 275 million shares (3.09% of the total issued share capital at that time) at HK$2.405 per share for financial management purposes. In this context, it is unsurprisingly that Mr Tan and Mr Lim are in discussions with financial investors. While we think there is a good chance that a transaction materialises, the shares continue to be attractive on an underlying basis. Our base-case SoTP valuation of HK$2.47 per share implies a 26% upside to the last close price of HK$1.96 per share.

ASEAN Insight Provider, CrossASEAN Research

Angus Mackintosh

ASEAN Insight Provider

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Private Capital Markets

<a href="https://www.smartkarma.com/entities/carousell-pte-ltd" target="_blank" data-smartkarma-citation="entities:28154:1" rel="noopener">Carousell Pte Ltd (1040620D SP)</a> is South East Asia's largest  "classifieds marketplace" and it claims to make selling as easy as taking a photo and buying as simple as chatting. The traffic through Carousell is impressive but the question is can it monetize this huge potential?
Founded in August 2012, Carousell began in Singapore and is now one of the world’s largest and fastest-growing classifieds marketplaces, with a presence in eight markets across South East Asia, together with Taiwan and Hong Kong.
Carousell offers through classified listings a diverse range of products across a variety of categories, including lifestyle, gadgets, and fashion accessories but has been moving to more profitable and big-ticket areas, such as autos, property, and job ads.
The company is backed by a number of large-sized investors including <a href="https://www.smartkarma.com/entities/telenor-asa" target="_blank" data-smartkarma-citation="entities:22258:1" rel="noopener">Telenor ASA (TEL NO)</a>, Rakuten Ventures <a href="https://www.smartkarma.com/entities/rakuten-inc" target="_blank" data-smartkarma-citation="entities:31:1" rel="noopener">Rakuten Inc (4755 JP)</a>, Naver, Sequoia Capital (India), OLX, and most recently STIC investments giving the company strong backing with the most recent valuation at US$1.1bn, sealing its entry to the unicorn club. 
The company was reportedly exploring a potential listing in the US through a SPAC listing which could value the company at as much as US$1.5bn but management has said that it is considering all options to grow the company including an IPO. Carousel this year appointed a former <a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a> executive Edwin Chan as its CFO. Chan oversaw a gaming hardware company’s public listing in Hong Kong in 2017. We see this company as one of the most ESG-friendly investments available given its exposure to the circular economy.

Carousell Pte Ltd (1040620D SP) is South East Asia's largest  "classifieds marketplace" and it claims to make selling as easy as taking a photo and buying as simple as chatting. The traffic through Carousell is impressive but the question is can it monetize this huge potential?
Founded in August 2012, Carousell began in Singapore and is now one of the world’s largest and fastest-growing classifieds marketplaces, with a presence in eight markets across South East Asia, together with Taiwan and Hong Kong.
Carousell offers through classified listings a diverse range of products across a variety of categories, including lifestyle, gadgets, and fashion accessories but has been moving to more profitable and big-ticket areas, such as autos, property, and job ads.
The company is backed by a number of large-sized investors including Telenor ASA (TEL NO), Rakuten Ventures Rakuten Inc (4755 JP), Naver, Sequoia Capital (India), OLX, and most recently STIC investments giving the company strong backing with the most recent valuation at US$1.1bn, sealing its entry to the unicorn club. 
The company was reportedly exploring a potential listing in the US through a SPAC listing which could value the company at as much as US$1.5bn but management has said that it is considering all options to grow the company including an IPO. Carousel this year appointed a former Razer Inc (1337 HK) executive Edwin Chan as its CFO. Chan oversaw a gaming hardware company’s public listing in Hong Kong in 2017. We see this company as one of the most ESG-friendly investments available given its exposure to the circular economy.

Carousell - Champion of the Circular Economy

Back on the 31st March this year, the SGX <a href="https://api2.sgx.com/sites/default/files/2021-03/Consultation%20Paper%20on%20Proposed%20Listing%20Framework%20for%20Special%20Purpose%20Acquisition%20Companies.pdf" target="_blank" rel="noopener">announced</a> a regulatory framework for SPACs to list on the SGX. This followed a <a href="https://api2.sgx.com/sites/default/files/2018-09/Consultation%2BPaper%2Bon%2BProposed%2BRevisions%2Bto%2BMainboard%2BAdmission%2BCriteria%2Band%2Bthe%2BIntroduction%2Bof%2BSPAC.pdf" target="_blank" rel="noopener">consultation paper</a> over a decade earlier.
The feedback phase ended on the 28 April - there were 80 respondents - and unfazed by increased regulatory oversight on blank cheque companies in the US, the SGX <a href="https://www.sgx.com/media-centre/20210902-sgx-introduces-spac-listing-framework" target="_blank" rel="noopener">announced</a> a proposed listing framework yesterday.
The detailed paper is <a href="https://api2.sgx.com/sites/default/files/2021-09/Response%20Paper%20on%20Proposed%20Listing%20Framework%20for%20Special%20Purpose%20Acquisition%20Companies.pdf" target="_blank" rel="noopener">here</a>. 
The final framework mostly mirrors the March consultation paper, with the largest change being the abolishment of limits on the exercise of redemption rights by independent shareholders.
More below the fold.

Back on the 31st March this year, the SGX announced a regulatory framework for SPACs to list on the SGX. This followed a consultation paper over a decade earlier.
The feedback phase ended on the 28 April - there were 80 respondents - and unfazed by increased regulatory oversight on blank cheque companies in the US, the SGX announced a proposed listing framework yesterday.
The detailed paper is here. 
The final framework mostly mirrors the March consultation paper, with the largest change being the abolishment of limits on the exercise of redemption rights by independent shareholders.
More below the fold.

Green Light For SPAC Listings In Singapore

United States

Razer designs, develops, and sells gaming-focused computer hardware, other consumer electronics, and financial services. Its key products include high-performance gaming peripherals like mice, keyboards, and headsets, as well as Blade gaming laptops and software such as Razer Synapse and Chroma RGB. The company also offers payment services like Razer Gold and Razer Silver. Razer is dual-headquartered in Irvine, California, U.S., and Singapore, and was refounded in 2005.

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Razer (1337 HK)

Razer (1337 HK): Game On As Founders Mull Offer

Razer is in play. This was a buy when shares were off ~5% today. This still looks like a buy after closing at $2.11, up 7.7%. I think you're...

David Blennerhassett

Razer Potentially in Play?

Razer announced that Mr Tan and Mr Lim are in discussions with investors on a possible transaction that may lead to a general offer. The shares...

Arun George

Carousell - Champion of the Circular Economy

Carousell is South-East Asia's largest classifieds marketplace which recently entered the uniform club with a valuation of US$1.1bn. It is a unique...

Angus Mackintosh

Green Light For SPAC Listings In Singapore

A SPAC framework is a positive step for the bourse's attractiveness, so as to attract future listings, including secondary listings for home-grown...

David Blennerhassett

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Razer (1337 HK): $2.82/Share Final Offer

I'd be a buyer up to $2.50/share or 13%/27% gross/annualised. That may seem wide, but given Hong Kong's M&A bloodbath this year, this seems a...

David Blennerhassett

Razer (1337 HK): Game On As Founders Mull Offer

Razer is in play. This was a buy when shares were off ~5% today. This still looks like a buy after closing at $2.11, up 7.7%. I think you're...

David Blennerhassett

Razer Potentially in Play?

Razer announced that Mr Tan and Mr Lim are in discussions with investors on a possible transaction that may lead to a general offer. The shares...

Arun George

Carousell - Champion of the Circular Economy

Carousell is South-East Asia's largest classifieds marketplace which recently entered the uniform club with a valuation of US$1.1bn. It is a unique...

Angus Mackintosh

Green Light For SPAC Listings In Singapore

A SPAC framework is a positive step for the bourse's attractiveness, so as to attract future listings, including secondary listings for home-grown...

David Blennerhassett