Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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Back on the 27 July, Chinese search-engine <a href="https://www.smartkarma.com/entities/sogou-inc" target="_blank" data-smartkarma-citation="entities:25996:1" rel="noopener">Sogou Inc (SOGO US)</a>, majority-owned by <a href="https://www.smartkarma.com/entities/sohu-com-ltd" target="_blank" data-smartkarma-citation="entities:22853:1" rel="noopener">Sohu.com Inc (SOHU US)</a>  and <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a>, <a href="http://app.quotemedia.com/data/downloadFiling?webmasterId=101533&amp;ref=115257193&amp;type=PDF&amp;symbol=SOGO&amp;companyName=Sogou+Inc.+American+Depositary+Shares+each+representing+one+Class+A&amp;formType=6-K&amp;dateFiled=2020-09-29&amp;CK=1713947" target="_blank" rel="noopener">entered</a> into a definitive agreement for a "Going-Private Transaction" at US$9/share.
Additionally, Sohu entered into a SPA with Tencent concerning its stake in Sogou, which would result in Tencent holding not less than 90% of the voting power in Sogou. Therefore the Merger would be a short-form merger - there is no vote. Dissenting rights will, however, now be afforded following the Grand Court of  Cayman Islands ruling handed down on the 28 January this year and discussed in <a href="https://skr.ma/H7E1t" target="_blank" rel="noopener">Changyou (CYOU US): Short-Form Merger Dissent Now Permitted</a>. Sohu's privatisation of Changyou competed on the 17 April.
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The deal appeared to be a lock, until Sogou's 1 December <a href="http://app.quotemedia.com/data/downloadFiling?webmasterId=101533&amp;ref=115473750&amp;type=PDF&amp;symbol=SOGO&amp;companyName=Sogou+Inc.+American+Depositary+Shares+each+representing+one+Class+A&amp;formType=SC+13E3%2FA&amp;dateFiled=2020-12-01&amp;CK=1713947" target="_blank" rel="noopener">SEC filing</a>, wherein the termination date for the SPA was pushed out to 31 July, from 29 March previously, to allow clearance from the PRC regulatory authorities, specifically State Administration for Market Regulation or SAMR.
What seemed an ample extension at the time now appears less assured as SAMR bears down on the tech sector. 
This muddies when (and potentially if) the merger goes through. Plus the knock-on effect to Sohu which would pocket ~US$1.2bn under the merger compared to its current maker cap of ~US$0.7bn.
But Tencent is unlikely to walk - not at this Offer price. 
</div><div>More below the fold.</div>


Back on the 27 July, Chinese search-engine Sogou Inc (SOGO US), majority-owned by Sohu.com Inc (SOHU US)  and Tencent Holdings (700 HK), entered into a definitive agreement for a "Going-Private Transaction" at US$9/share.
Additionally, Sohu entered into a SPA with Tencent concerning its stake in Sogou, which would result in Tencent holding not less than 90% of the voting power in Sogou. Therefore the Merger would be a short-form merger - there is no vote. Dissenting rights will, however, now be afforded following the Grand Court of  Cayman Islands ruling handed down on the 28 January this year and discussed in Changyou (CYOU US): Short-Form Merger Dissent Now Permitted. Sohu's privatisation of Changyou competed on the 17 April.

The deal appeared to be a lock, until Sogou's 1 December SEC filing, wherein the termination date for the SPA was pushed out to 31 July, from 29 March previously, to allow clearance from the PRC regulatory authorities, specifically State Administration for Market Regulation or SAMR.
What seemed an ample extension at the time now appears less assured as SAMR bears down on the tech sector. 
This muddies when (and potentially if) the merger goes through. Plus the knock-on effect to Sohu which would pocket ~US$1.2bn under the merger compared to its current maker cap of ~US$0.7bn.
But Tencent is unlikely to walk - not at this Offer price. 
More below the fold.

Sohu/Sogou: Persuasive Situation Amid Ongoing Antitrust Investigations

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

CTOS Digital (CTOS) aims to raise up to US$300m via its Malaysian IPO. It is majority owned by Creador, a PE firm. CTOS is an investment holding whose subsidiaries are principally involved in the business of credit reporting, digital software related services, software development, outsourcing and training services and investment holding.CTOS was the largest credit reporting agency (CRA) in Malaysia with an estimated market share in terms of revenue of 71.2% in 2020 according to the IMR Report. Its associate, Experian, was the second largest CRA in Malaysia, with an estimated market share in terms of revenue of 17.5%.

CTOS Digital (CTOS) aims to raise up to US$300m via its Malaysian IPO. It is majority owned by Creador, a PE firm. CTOS is an investment holding whose subsidiaries are principally involved in the business of credit reporting, digital software related services, software development, outsourcing and training services and investment holding.CTOS was the largest credit reporting agency (CRA) in Malaysia with an estimated market share in terms of revenue of 71.2% in 2020 according to the IMR Report. Its associate, Experian, was the second largest CRA in Malaysia, with an estimated market share in terms of revenue of 17.5%.

CTOS Digital Pre-IPO - Credit Where Credit’s Due

<a href="https://www.smartkarma.com/entities/up-fintech-holding-ltd" target="_blank" data-smartkarma-citation="entities:27957:1" rel="noopener">Up Fintech (TIGR US)</a> aims to raise around US$165m via a follow-on offering. This will be the first raising by the company since it was listed in 2019. It comes close on the heels of the US$1.7bn raising by its competitor <a href="https://www.smartkarma.com/entities/futu-holdings-ltd" target="_blank" data-smartkarma-citation="entities:27858:1" rel="noopener">Futu Holdings Ltd (FUTU US)</a> in Apr 2021.We covered the IPO across a series of note, links to which are below:<ul>
<li><a href="https://www.smartkarma.com/insights/futu-holdings-ipo-quick-note-comparison-with-tiger-brokers-same-market-different-economics" target="_blank" rel="noopener">Futu Holdings IPO Quick Note - Comparison with Tiger Brokers - Same Market, Different Economics</a></li>
<li><a href="https://www.smartkarma.com/insights/up-fintech-tiger-brokers-pre-ipo-quick-note-much-too-reliant-on-ibkr" target="_blank" rel="noopener">Up Fintech (Tiger Brokers) Pre-IPO Quick Note - Much Too Reliant on IBKR</a></li>
<li><a href="https://www.smartkarma.com/insights/up-fintech-tiger-brokers-ipo-quick-take-it-s-not-like-futu-won-t-perform-like-it-either" target="_blank" rel="noopener">Up Fintech (Tiger Brokers) IPO Quick Take - It’s Not like Futu, Won’t Perform like It Either</a></li>
<li><a href="https://www.smartkarma.com/insights/up-fintech-tiger-brokers-ipo-trading-update-first-day-volume-was-higher-than-futu-close-to-qtt" target="_blank" rel="noopener">Up Fintech (Tiger Brokers) IPO Trading Update - First Day Volume Was Higher than Futu, Close to QTT</a></li>
</ul>In this note, we will run the deal through our ECM framework and talk about the deal dynamics.

Up Fintech (TIGR US) aims to raise around US$165m via a follow-on offering. This will be the first raising by the company since it was listed in 2019. It comes close on the heels of the US$1.7bn raising by its competitor Futu Holdings Ltd (FUTU US) in Apr 2021.We covered the IPO across a series of note, links to which are below:
Futu Holdings IPO Quick Note - Comparison with Tiger Brokers - Same Market, Different Economics
Up Fintech (Tiger Brokers) Pre-IPO Quick Note - Much Too Reliant on IBKR
Up Fintech (Tiger Brokers) IPO Quick Take - It’s Not like Futu, Won’t Perform like It Either
Up Fintech (Tiger Brokers) IPO Trading Update - First Day Volume Was Higher than Futu, Close to QTT
In this note, we will run the deal through our ECM framework and talk about the deal dynamics.

Up Fintech (Tiger Brokers) Placement - Needs a Large Correction, Just like Futu

Global Emerging Market Equities, Propitious Research

Wium Malan, CFA

Global Emerging Market Equities

Independent, Fundamental Quantitative Research

Propitious Research

Fully independent, fundamental and quantitative equity research, focused on companies in the Telecommunication, Media, Technology, Internet and Healthcare sectors in the Global Emerging Markets. Idea generation focused on Quality stocks, trading below their intrinsic Value, with sound Corporate Governance.

Thematic (Sector/Industry)

This insight provides a summary of the key news developments impacting the largest countries and constituents of the Global Emerging Markets equity indices.  Companies mentioned this week:<a href="https://www.smartkarma.com/entities/tal-education-group" target="_blank" data-smartkarma-citation="entities:1124:1" rel="noopener">TAL Education (TAL US)</a>, <a href="https://www.smartkarma.com/entities/new-oriental-education-technology-group" target="_blank" data-smartkarma-citation="entities:32210:1" rel="noopener">New Oriental Education &amp; Technology Group (9901 HK)</a>, <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com Inc. (9618 HK)</a>, <a href="https://www.smartkarma.com/entities/meituan-dianping" target="_blank" data-smartkarma-citation="entities:26970:1" rel="noopener">Meituan (3690 HK)</a>, <a href="https://www.smartkarma.com/entities/netease" target="_blank" data-smartkarma-citation="entities:29030:1" rel="noopener">NetEase (9999 HK)</a>, <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent (700 HK)</a>

This insight provides a summary of the key news developments impacting the largest countries and constituents of the Global Emerging Markets equity indices.  Companies mentioned this week:TAL Education (TAL US), New Oriental Education &amp; Technology Group (9901 HK), JD.com Inc. (9618 HK), Meituan (3690 HK), NetEase (9999 HK), Tencent (700 HK)

Global Emerging Markets Weekly: 28 May 2021

Equity Analyst, LightStream Research

Shifara Samsudeen, FCMA, CGMA

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Equity Bottom-Up

It was reported by several news media outlets that the China’s competition regulator, the State Administration for Market Regulation (SAMR) has ordered <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent (700 HK)</a> to establish a financial holding company to put together the company’s finance related businesses. The motive behind the new structure will be to supervise Tencent’s financial related businesses more closely and will face stringent regulations.The SAMR earlier abruptly halted the US$37bn IPO of <a href="https://www.smartkarma.com/entities/ant-group-co-ltd" target="_blank" data-smartkarma-citation="entities:24240:1" rel="noopener">Ant Financial Services Group (6688 HK)</a>  over concerns about the growth of unregulated financial technology services in the country and Ant Group was ordered to restructure itself as a financial holding company.

It was reported by several news media outlets that the China’s competition regulator, the State Administration for Market Regulation (SAMR) has ordered Tencent (700 HK) to establish a financial holding company to put together the company’s finance related businesses. The motive behind the new structure will be to supervise Tencent’s financial related businesses more closely and will face stringent regulations.The SAMR earlier abruptly halted the US$37bn IPO of Ant Financial Services Group (6688 HK)  over concerns about the growth of unregulated financial technology services in the country and Ant Group was ordered to restructure itself as a financial holding company.   

Tencent: Regulators Order Tencent to Set Up a Financial Holding Company

China

Ant Group Co., Ltd. develops online payment platforms. The Company produces credit system and financial services platforms which provide consumers and small businesses with safe and convenient inclusive financial services globally. Ant Group provides its services worldwide.

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Ant Group (6688 HK)

Sohu/Sogou: Persuasive Situation Amid Ongoing Antitrust Investigations

Trading at a gross spread of 7.5%. Even assuming another six months out from here to complete the deal, that looks compelling. I still like Sohu...

David Blennerhassett

CTOS Digital Pre-IPO - Credit Where Credit’s Due

CTOS Digital (CTOS) aims to raise up to US$300m via its Malaysian IPO. It is majority owned by Creador, a PE firm. It has an over 70% market share...

Sumeet Singh

Up Fintech (Tiger Brokers) Placement - Needs a Large Correction, Just like Futu

Up Fintech (TIGR US) aims to raise around US$165m via a follow-on offering. This will be the first raising by the company since it was listed in 2019.

Sumeet Singh

Global Emerging Markets Weekly: 28 May 2021

This insight provides a summary of the key news developments impacting the largest countries and constituents of the Global Emerging Markets equity...

Wium Malan, CFA

Tencent: Regulators Order Tencent to Set Up a Financial Holding Company

Several news media outlets report that the SAMR has ordered Tencent to establish a financial holding company to put together its finance related...

Shifara Samsudeen, FCMA, CGMA

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