Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>Nine months after IR solutions provider <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> first announced it had received a preliminary non-binding <a href="https://sec.report/Document/0001104659-20-105912/" target="_blank" rel="noopener">Proposal</a> from DCP Capital Partners to acquire all of its shares for US$79.05/common share, 51job <a href="https://sec.report/Document/0001193125-21-195283/" target="_blank" rel="noopener">announced</a> yesterday it has entered into a definitive privatisation agreement. </p>
<p>The price remains unchanged, which is also in keeping with the non-binding proposal <a href="https://ir.51job.com/ir/php/2021/PreRelease20210504.php?0504" target="_blank" rel="noopener">announced</a> on the 4 May, wherein Ocean Link and CEO Rick Yan joined DCP in the consortium to take the company private.</p>
<p>The big news is that <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>, 51job's largest shareholder with 34.8%, has now joined the consortium. </p>
<p>The merger requires the approval of two-thirds of all shareholders at an EGM, and the consortium has 54.9% in the bag. </p>
<p>This deal is by no means a sure thing. But even if the EGM resolution passes, minorities are afforded dissension rights. And as recently seen in the recent privatisations of <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> and <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>, shareholders have taken up that cause. </p>
</div>
<div>
<p>More below the fold.</p>
</div>


Nine months after IR solutions provider 51 Job Inc Adr (JOBS US) first announced it had received a preliminary non-binding Proposal from DCP Capital Partners to acquire all of its shares for US$79.05/common share, 51job announced yesterday it has entered into a definitive privatisation agreement. 
The price remains unchanged, which is also in keeping with the non-binding proposal announced on the 4 May, wherein Ocean Link and CEO Rick Yan joined DCP in the consortium to take the company private.
The big news is that Recruit Holdings (6098 JP), 51job's largest shareholder with 34.8%, has now joined the consortium. 
The merger requires the approval of two-thirds of all shareholders at an EGM, and the consortium has 54.9% in the bag. 
This deal is by no means a sure thing. But even if the EGM resolution passes, minorities are afforded dissension rights. And as recently seen in the recent privatisations of Sina Corp (Class A) (SINA US) and China Biologic Products (CBPO US), shareholders have taken up that cause. 


More below the fold.


51job’s Privatisation: Firm Offer Is Still The Wrong Price

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.

Equity Capital Markets

<p><a href="https://www.smartkarma.com/entities/aihuishou" target="_blank" data-smartkarma-citation="entities:33426:1" rel="noopener">Aihuishou (RERE US)</a> operates the largest pre-owned consumer electronics transactions and services platform in China under the brand “ATRenew”, which stands for “all things renew.” The platform consists of AHS Recycle (an omnichannel business for the collection of pre-owned consumer electronics), PJT Marketplace (B2B channel) and Paipai Marketplace (B2C channel). </p><p>AiHuiShou is seeking to raise $500 million to $1 billion through an NYSE listing, according to press reports. AiHuiShou is backed by <a href="https://www.smartkarma.com/entities/jd-com-inc-adr" target="_blank" data-smartkarma-citation="entities:446:1" rel="noopener">JD.com Inc (ADR) (JD US)</a> (34.7% of the outstanding shares), Morningside China (14.0%), Shunwei China Internet Fund IV (7.3%) and Tian Tu Capital (8.5%). </p><p>There are 2,615 million consumer electronic devices in circulation that still have use-value in China in 2020, which 3x times the 869 million devices in circulation in the US, according to CIC. This huge volume of devices in circulation has supported the demand for second-hand or pre-owned devices in China. Currently, the penetration rate of traded pre-owned devices relative to the number of consumer electronic devices in circulation is a low 3.7% in 2020. However, this rate is forecasted to reach 9.4% by 2025, and the market is expected to grow at a 30.8% CAGR from 2020 to 2025 to reach RMB967.3 billion by 2025, according to CIC. </p><div class="content-highlight"><p>AiHuiShou as the largest player as measure by GMV and transacted devices is well-positioned to capture this market opportunity. AiHuiShou is delivering on this market opportunity through strong revenue growth, declining loss margin and improving cash burn. AiHuiShou’s business model will also appeal to investors with an ESG mandate. For investors willing to brave the risk that the current market selloff in high growth stocks persists, we think that the AiHuiShou story warrants a closer look.    </p></div>

Aihuishou (RERE US) operates the largest pre-owned consumer electronics transactions and services platform in China under the brand “ATRenew”, which stands for “all things renew.” The platform consists of AHS Recycle (an omnichannel business for the collection of pre-owned consumer electronics), PJT Marketplace (B2B channel) and Paipai Marketplace (B2C channel). AiHuiShou is seeking to raise $500 million to $1 billion through an NYSE listing, according to press reports. AiHuiShou is backed by JD.com Inc (ADR) (JD US) (34.7% of the outstanding shares), Morningside China (14.0%), Shunwei China Internet Fund IV (7.3%) and Tian Tu Capital (8.5%). There are 2,615 million consumer electronic devices in circulation that still have use-value in China in 2020, which 3x times the 869 million devices in circulation in the US, according to CIC. This huge volume of devices in circulation has supported the demand for second-hand or pre-owned devices in China. Currently, the penetration rate of traded pre-owned devices relative to the number of consumer electronic devices in circulation is a low 3.7% in 2020. However, this rate is forecasted to reach 9.4% by 2025, and the market is expected to grow at a 30.8% CAGR from 2020 to 2025 to reach RMB967.3 billion by 2025, according to CIC. AiHuiShou as the largest player as measure by GMV and transacted devices is well-positioned to capture this market opportunity. AiHuiShou is delivering on this market opportunity through strong revenue growth, declining loss margin and improving cash burn. AiHuiShou’s business model will also appeal to investors with an ESG mandate. For investors willing to brave the risk that the current market selloff in high growth stocks persists, we think that the AiHuiShou story warrants a closer look.    

AiHuiShou IPO Initiation: Turning the Vicious Cycle into a Virtuous One

<div>
<p>Back on the 17 September 2020, IR solutions provider <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 it had received a preliminary non-binding <a href="https://sec.report/Document/0001104659-20-105912/" target="_blank" rel="noopener">Proposal</a> from DCP Capital Partners to acquire all of its shares for US$79.05/common share, a premium of 18.82% to 51job's 30-day VWAP, and a premium of 16.05% to 51job's last close.</p>
<p>The company <a href="https://ir.51job.com/ir/php/2020/PreReleaseq09212020.php" target="_blank" rel="noopener">formed</a> a special committee on the 21 September to evaluate the proposal and an independent financial advisor was appointed on the <a href="https://ir.51job.com/ir/php/2020/PreReleaseq09302020.php" target="_blank" rel="noopener">30 September</a>.</p>
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<div>
<p>Then crickets. Not even a mention in its <a href="https://ir.51job.com/ir/doc/2021/2020Form20FEDGARFINAL20210423.pdf" target="_blank" rel="noopener">2020 annual report</a> on the 23 April this year. One would have thought given the material nature of this proposal warranted at least a one-liner.</p>
<p>I reached out to the IR for clarification and was told:</p>
<blockquote>
<p>The evaluation is ongoing. When there is an update or development, a public press release will be issued.</p>
</blockquote>
<h3>The New News</h3>
<p>51job <a href="https://ir.51job.com/ir/php/2021/PreRelease20210504.php?0504" target="_blank" rel="noopener">announced</a> yesterday an updated non-binding proposal which sees Ocean Link and CEO Rick Yan joining DCP in the consortium to take the company private. The Offer price of US$79.05/common share remains the same.</p>
<p>More below the fold.</p>
</div>


Back on the 17 September 2020, IR solutions provider 51 Job Inc Adr (JOBS US) announced it had received a preliminary non-binding Proposal from DCP Capital Partners to acquire all of its shares for US$79.05/common share, a premium of 18.82% to 51job's 30-day VWAP, and a premium of 16.05% to 51job's last close.
The company formed a special committee on the 21 September to evaluate the proposal and an independent financial advisor was appointed on the 30 September.


Then crickets. Not even a mention in its 2020 annual report on the 23 April this year. One would have thought given the material nature of this proposal warranted at least a one-liner.
I reached out to the IR for clarification and was told:

The evaluation is ongoing. When there is an update or development, a public press release will be issued.

The New News
51job announced yesterday an updated non-binding proposal which sees Ocean Link and CEO Rick Yan joining DCP in the consortium to take the company private. The Offer price of US$79.05/common share remains the same.
More below the fold.


51job's Buyout: Offer Price Unchanged In Updated Proposal

<p><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. </p><p>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.</p><p>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 “<em>initial consortium members</em>” 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. </p><div class="content-highlight"><p>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%.</p></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.

<p>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.</p><p>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,</p><p>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.</p><p>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.</p><p>In addition, there are also related parties and other issues that one needs to be aware of.</p>

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

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 Privatisation: Firm Offer Is Still The Wrong Price

I'd buy here. Given recent Cayman petitions, I would expect this pushback on pricing to continue here, which may avail smaller investors the...

David Blennerhassett

AiHuiShou IPO Initiation: Turning the Vicious Cycle into a Virtuous One

AiHiuShou is seeking to raise $0.5-1.0 bn through an NYSE listing. AiHuiShou is delivering on its market opportunity through strong revenue growth,...

Arun George

51job's Buyout: Offer Price Unchanged In Updated Proposal

Trading at a gross spread of 15.9%. With a seasoned player such as Ocean Link now in the mix, plus the CEO, a definitive agreement looks more...

David Blennerhassett

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

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