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.

Event-Driven

<a href="https://www.smartkarma.com/entities/51-job-inc-adr" target="_blank" data-smartkarma-citation="entities:532:1" rel="noopener">51 Job Inc Adr (JOBS US)</a> announced an updated non-binding privatisation proposal. As a reminder, on 17 September 2020, 51job disclosed a non-binding privatisation proposal from DCP Capital Partners, a PE firm in Asia, at $79.05 in cash per common share. The updated proposal keeps the bid price unchanged but discloses the formation of a consortium. The initial consortium members are DCP, Ocean Link Partners and Mr Rick Yan, the CEO since 2000. The unchanged offer price is a premium of 25.38% to the VWAP during the last 30 days and an 18.82% premium to the VWAP during the last 30 days preceding the original proposal (on 17 September 2020). The press release mentions that the initial consortium members hold 17.62% of the total voting power of the issued and outstanding shares. The initial consortium members will not sell their shares in any other competing transaction.As 51job is incorporated in the Cayman Islands, for the privatisation to succeed, shareholders representing two-thirds of shares present and voting need to approve the deal. Reaching the two-thirds threshold rests on the consortium’s ability to rope in <a href="https://www.smartkarma.com/entities/recruit-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:15070:1" rel="noopener">Recruit Holdings (6098 JP)</a> which holds 34.8% of outstanding shares. We think that the use of the phrase “initial consortium members” suggests that Recruit is close to joining the consortium or selling into the bid. We also note that Ocean Link’s successful privatisation of <a href="https://www.smartkarma.com/entities/58-com-inc-adr" target="_blank" data-smartkarma-citation="entities:2563:1" rel="noopener">58.Com Inc Adr (WUBA US)</a> through a consortium bodes well for roping in Recruit. <div class="content-highlight">Our analysis suggests that the initial consortium members along with supporting shareholders and/or additional consortium members could potentially hold 39.4 million shares representing 58.5% of outstanding shares. This level of support should be enough to get past the two-thirds shareholder approval threshold. At the current share price of $67.60, the gross spread is 17%.</div>

51 Job Inc Adr (JOBS US) announced an updated non-binding privatisation proposal. As a reminder, on 17 September 2020, 51job disclosed a non-binding privatisation proposal from DCP Capital Partners, a PE firm in Asia, at $79.05 in cash per common share. The updated proposal keeps the bid price unchanged but discloses the formation of a consortium. The initial consortium members are DCP, Ocean Link Partners and Mr Rick Yan, the CEO since 2000. The unchanged offer price is a premium of 25.38% to the VWAP during the last 30 days and an 18.82% premium to the VWAP during the last 30 days preceding the original proposal (on 17 September 2020). The press release mentions that the initial consortium members hold 17.62% of the total voting power of the issued and outstanding shares. The initial consortium members will not sell their shares in any other competing transaction.As 51job is incorporated in the Cayman Islands, for the privatisation to succeed, shareholders representing two-thirds of shares present and voting need to approve the deal. Reaching the two-thirds threshold rests on the consortium’s ability to rope in Recruit Holdings (6098 JP) which holds 34.8% of outstanding shares. We think that the use of the phrase “initial consortium members” suggests that Recruit is close to joining the consortium or selling into the bid. We also note that Ocean Link’s successful privatisation of 58.Com Inc Adr (WUBA US) through a consortium bodes well for roping in Recruit. Our analysis suggests that the initial consortium members along with supporting shareholders and/or additional consortium members could potentially hold 39.4 million shares representing 58.5% of outstanding shares. This level of support should be enough to get past the two-thirds shareholder approval threshold. At the current share price of $67.60, the gross spread is 17%.

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

Anjuke, a real estate information and transaction service provider, is looking to raise around US$1bn in its Hong Kong listing. The company is a division of 58.com which was privatised in 2020 and is now being spun out as its real estate division.It provides online marketing services for new and existing properties under Anjuke and 50 Real Estate brands.  It also operates Aifang, a new property transaction services platform that facilitates developers’ new property sales through brokerage brands and agents. Anjuke also provides property brokerage brands and agents with its cloud-native, purpose-built SaaS solutions through Qiaofang,Based on iResearch’s report, the company was the market leader by average mobile monthly active users (MAU) in 4Q20 at 67m. As of Dec 20, it had over 726,000 paying agents on its platform. Anjuke was also the leader in online marketing service revenue in 2020 with 66.8% market share.Its financial performance has been sort of a mixed bag with Anjuke reporting 21.9% YoY growth in revenue in FY19, 17.6% growth in gross profit, 23% growth in EBITDA and 21% increase in PATMI. However, in FY20, revenue growth slowed down to 6.24% YoY and even though the company managed to grow its gross profit by 7.8%, EBITDA was down 9% YoY, while PATMI was down 15% YoY.In addition, there are also related parties and other issues that one needs to be aware of.

Anjuke, a real estate information and transaction service provider, is looking to raise around US$1bn in its Hong Kong listing. The company is a division of 58.com which was privatised in 2020 and is now being spun out as its real estate division.It provides online marketing services for new and existing properties under Anjuke and 50 Real Estate brands.  It also operates Aifang, a new property transaction services platform that facilitates developers’ new property sales through brokerage brands and agents. Anjuke also provides property brokerage brands and agents with its cloud-native, purpose-built SaaS solutions through Qiaofang,Based on iResearch’s report, the company was the market leader by average mobile monthly active users (MAU) in 4Q20 at 67m. As of Dec 20, it had over 726,000 paying agents on its platform. Anjuke was also the leader in online marketing service revenue in 2020 with 66.8% market share.Its financial performance has been sort of a mixed bag with Anjuke reporting 21.9% YoY growth in revenue in FY19, 17.6% growth in gross profit, 23% growth in EBITDA and 21% increase in PATMI. However, in FY20, revenue growth slowed down to 6.24% YoY and even though the company managed to grow its gross profit by 7.8%, EBITDA was down 9% YoY, while PATMI was down 15% YoY.In addition, there are also related parties and other issues that one needs to be aware of.

Anjuke Pre-IPO - Mixed (Positive and Negative) Developments

Overseas Chinese Equities, Aequitas Research

Ming Lu

Overseas Chinese Equities

<ul>
<li>The CEO of pre-IPO <a href="https://www.smartkarma.com/entities/anjuke" target="_blank" data-smartkarma-citation="entities:33003:1" rel="noopener">Anjuke (ANJ HK)</a> said, authorities should fine KE RMB4 billion for its exclusive contracts.</li>
<li>Anjuke’s user base is larger than KE, but its revenue is lower than KE.</li>
<li>We believe KE’s database of real apartments for sale angers Mr. Yao.</li>
<li>We also believe there is no evidence that KE abuses market power.</li>
</ul>
Our previous coverage on KE (BEKE):
<a href="https://www.smartkarma.com/insights/ke-beke-the-estate-agency-grew-53-and-housing-market-continues-to-boom" target="_blank" data-smartkarma-citation="insights:49252" rel="noopener">KE (BEKE): The Estate Agency Grew 53% and Housing Market Continues to Boom</a>
<a href="https://www.smartkarma.com/insights/ke-beke-outperform-competitors-in-booming-property-market" target="_blank" data-smartkarma-citation="insights:47942" rel="noopener">KE (BEKE): Outperform Competitors in Booming Property Market</a>


The CEO of pre-IPO Anjuke (ANJ HK) said, authorities should fine KE RMB4 billion for its exclusive contracts.
Anjuke’s user base is larger than KE, but its revenue is lower than KE.
We believe KE’s database of real apartments for sale angers Mr. Yao.
We also believe there is no evidence that KE abuses market power.

Our previous coverage on KE (BEKE):
KE (BEKE): The Estate Agency Grew 53% and Housing Market Continues to Boom
KE (BEKE): Outperform Competitors in Booming Property Market 

KE (BEKE): Pre-IPO Anjuke Asks Authorities to Fine KE Following Alibaba Case

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<div>
Some 14 months after <a href="http://chinabiologic.investorroom.com/2019-09-18-China-Biologic-Announces-Receipt-of-Preliminary-Non-Binding-Going-Private-Proposal" target="_blank" rel="noopener">announcing</a> the receipt of a preliminary non-binding proposal from Beachhead Holdings, CITIC, <a href="https://www.smartkarma.com/entities/pw-medtech-group-ltd" target="_blank" data-smartkarma-citation="entities:9891:1" rel="noopener">Pw Medtech (1358 HK)</a>, Parfield International, Hillhouse, and V-Sciences Investments for US$120/share, in cash, <a href="https://www.smartkarma.com/entities/china-biologic-products-hold" target="_blank" data-smartkarma-citation="entities:22633:1" rel="noopener">China Biologic Products (CBPO US)</a> entered into a <a href="http://app.quotemedia.com/data/downloadFiling?webmasterId=101533&amp;ref=115451875&amp;type=PDF&amp;symbol=CBPO&amp;companyName=China+Biologic+Products+Holdings+Inc.&amp;formType=6-K&amp;dateFiled=2020-11-19&amp;CK=1369868" target="_blank" rel="noopener">definitive merger agreement</a>, also at US$120/share, on the 19 November last year.
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The merger was conditional on an affirmative vote from shareholders representing at least two-thirds of the shares out, and that the aggregate quantity of dissenting shares being less than 8% of shares out.
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Yesterday shareholders <a href="https://www.sec.gov/Archives/edgar/data/1369868/000110465921029688/tm218258d1_ex99-1.htm" target="_blank" rel="noopener">approved</a> the merger at an EGM. 84.5% of CBPO's outstanding shares attended in person or via proxy at the EGM, and ~92.2% voted in favour of the proposal to authorize and approve the Merger Agreement. This was no surprise - the Buyer Consortium (including PW Medtech) and the Rollover Management Members, beneficially owned ~68.84% of shares out.  
However, CBPO also announced that it "had received notices of objection from certain shareholders that in the aggregate hold more than 8% of the total outstanding shares of the Company".
This deal now looks set to mirror the timeline currently underway for <a href="https://www.smartkarma.com/entities/sina-corp-china" target="_blank" data-smartkarma-citation="entities:22691:1" rel="noopener">Sina Corp (Class A) (SINA US)</a>.
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More below the fold.
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Some 14 months after announcing the receipt of a preliminary non-binding proposal from Beachhead Holdings, CITIC, Pw Medtech (1358 HK), Parfield International, Hillhouse, and V-Sciences Investments for US$120/share, in cash, China Biologic Products (CBPO US) entered into a definitive merger agreement, also at US$120/share, on the 19 November last year.

The merger was conditional on an affirmative vote from shareholders representing at least two-thirds of the shares out, and that the aggregate quantity of dissenting shares being less than 8% of shares out.


Yesterday shareholders approved the merger at an EGM. 84.5% of CBPO's outstanding shares attended in person or via proxy at the EGM, and ~92.2% voted in favour of the proposal to authorize and approve the Merger Agreement. This was no surprise - the Buyer Consortium (including PW Medtech) and the Rollover Management Members, beneficially owned ~68.84% of shares out.  
However, CBPO also announced that it "had received notices of objection from certain shareholders that in the aggregate hold more than 8% of the total outstanding shares of the Company".
This deal now looks set to mirror the timeline currently underway for Sina Corp (Class A) (SINA US).


More below the fold.






Back on the 6 July last year, <a href="https://www.smartkarma.com/entities/sina-corp-china" target="_blank" data-smartkarma-citation="entities:22691:1" rel="noopener">Sina Corp (Class A) (SINA US)</a> <a href="http://ir.sina.com/index.php/static-files/69e95aee-2729-457f-be56-73628090b8ea" target="_blank" rel="noopener">announced</a> the receipt of a preliminary non-binding “going private” proposal from New Wave MMXV - a company controlled by its chairman/CEO Charles Chao - at US$41/share. This was followed by an <a href="http://ir.sina.com/static-files/de1ddd0f-354f-42de-9b33-b1bc414ab1b4" target="_blank" rel="noopener">Agreement and Plan of Merger</a> pursuant to which New Wave will acquire all of the outstanding ordinary shares not owned at US$43.30/share.
Despite an undemanding Offer price, shareholders approved (93.6% of the total votes) the merger on the <a href="http://ir.sina.com/static-files/ea4a5614-30e8-472c-895c-31e120de3261" target="_blank" rel="noopener">23 December</a>.
Completion of the merger was contingent on the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including no more than 10% of the ordinary shares dissenting.
Prior to the  EGM, <a href="http://ir.sina.com/static-files/722deb54-0426-4b43-a58a-1c8be8b59b61" target="_blank" rel="noopener">21.5mn shares or 35.9%</a> of the total issued and outstanding shares of Sina issued notices of objections to the company. 
On or prior to January 12, 2021, Sina intended to issue written notices of authorization to all the objecting shareholders. Within 20 days immediately after the date on which these notices were given, any objecting shareholder was required to give written notice of its decision to dissent.
There has been no update on the merger from Sina since the 28 December. Behind the scenes, Charles Chao can choose to walk, negotiate a superior price with dissentient shareholders, or waive the condition.  Should he waive the condition, dissentient shareholders have the right to be paid fair value for their shares, as determined by the Cayman Island's Grand Court.
More below the fold.<a href="https://www.collascrill.com/news-updates/articles/grand-court-confirms-that-dissent-rights-are-available-to-minority-shareholders-in-short-form-mergers/" target="_blank" rel="noopener"></a>

Back on the 6 July last year, Sina Corp (Class A) (SINA US) announced the receipt of a preliminary non-binding “going private” proposal from New Wave MMXV - a company controlled by its chairman/CEO Charles Chao - at US$41/share. This was followed by an Agreement and Plan of Merger pursuant to which New Wave will acquire all of the outstanding ordinary shares not owned at US$43.30/share.
Despite an undemanding Offer price, shareholders approved (93.6% of the total votes) the merger on the 23 December.
Completion of the merger was contingent on the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including no more than 10% of the ordinary shares dissenting.
Prior to the  EGM, 21.5mn shares or 35.9% of the total issued and outstanding shares of Sina issued notices of objections to the company. 
On or prior to January 12, 2021, Sina intended to issue written notices of authorization to all the objecting shareholders. Within 20 days immediately after the date on which these notices were given, any objecting shareholder was required to give written notice of its decision to dissent.
There has been no update on the merger from Sina since the 28 December. Behind the scenes, Charles Chao can choose to walk, negotiate a superior price with dissentient shareholders, or waive the condition.  Should he waive the condition, dissentient shareholders have the right to be paid fair value for their shares, as determined by the Cayman Island's Grand Court.
More below the fold.

China

58.Com, Inc. operates as a local life service platform. The Company transfers products and services between purchasers and sellers. 58.Com offers housing rental, recruitment, second-hand product, travel, catering, entertainment, and group-buying information and services.

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58.Com Inc Adr (WUBA US)

51job’s Updated Privatisation Bid

The updated non-binding privatisation proposal keeps the $79.05 offer price unchanged but introduces a consortium. At the current share price of...

Arun George

Anjuke Pre-IPO - Mixed (Positive and Negative) Developments

Anjuke, a real estate information and transaction service provider, is looking to raise around US$1bn in its Hong Kong listing. The company is a...

Sumeet Singh

KE (BEKE): Pre-IPO Anjuke Asks Authorities to Fine KE Following Alibaba Case

Anjuke said, authorities should fine KE for exclusive contracts. We believe KE’s database of real apartments for sale angers Anjuke. We also...

Ming Lu

CBPO's Vote Gets Up But Dissenters Lurk

Currently trading at a gross/annualsed spread of 1.5%/7.5%. This assumes payment mid-May if assuming the negotiation process drags out to its full...

David Blennerhassett

What's Going On With Sina Corp?

Currently trading to terms. This is an avoid. The Offer is being done too cheaply, But unless you have already dissented, you are effectively...

David Blennerhassett

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