Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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Back on the 30 October 2020, automotive portal play <a href="https://www.smartkarma.com/entities/icar-asia-ltd" target="_blank" data-smartkarma-citation="entities:17682:1" rel="noopener">iCar Asia Ltd (ICQ AU)</a> fielded a non-binding <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02301823-3A554168?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">proposal</a> from China-based <a href="https://www.smartkarma.com/entities/autohome-inc" target="_blank" data-smartkarma-citation="entities:33492:1" rel="noopener">Autohome (2518 HK)</a> at A$0.50/share. Minimal updates followed as negotiations between the two parties appeared to have stalled.
On the 13 July this year, iCar <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02394670-3A570637?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it had received a non-binding proposal from privately-held Malaysian-based Carsome Group to acquire 100% of iCar's shares for A$0.55/share by way of a Scheme.
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In addition,  Carsome entered into an agreement with Catcha Group, iCar's largest shareholder at the time, to acquire 19.9% of shares out in iCar via the issuance of shares in Carsome. That side agreement was conditional on ASIC relief. (ASIC relief was received on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02406897-3A572744?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">13 August</a>, and the share transfer competed on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02416345-3A574854?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">1 September</a>.)
On the 20 July, iCar <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02396948-3A570980?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">granted</a> Carsome due diligence access. This access was not exclusive. Separately, Autohome informed iCar that it had decided to terminate discussions in relation to the acquisition of iCar.
Exclusive DD through to the 8 September was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02400507-3A571613?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">granted</a> on the 29 July after iCar and Carsome entered into a process deed. On the 9 September, Carsome <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02419518-3A575449?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">requested</a> an extension of the exclusivity period to the 30 September, then to automatically to the 30 October, provided Carsome had completed DD by the 30 Sept. iCar's board <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02422437-3A576014?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">agreed</a> to the extension on the 16 September. 
After completing the DD on the 1 October, Carsome <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02429764-3A577203?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">advised</a> iCar it would <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02429764-3A577203?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">revise down</a> its indicative Offer to A$0.53-$0.54/share. 
Yesterday iCar and Carsome <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02436657-3A578395?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">entered</a> into Scheme Implementation Deed with a Scheme consideration of A$0.53/share.
This looks done. More below the fold. 
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Back on the 30 October 2020, automotive portal play iCar Asia Ltd (ICQ AU) fielded a non-binding proposal from China-based Autohome (2518 HK) at A$0.50/share. Minimal updates followed as negotiations between the two parties appeared to have stalled.
On the 13 July this year, iCar announced it had received a non-binding proposal from privately-held Malaysian-based Carsome Group to acquire 100% of iCar's shares for A$0.55/share by way of a Scheme.


In addition,  Carsome entered into an agreement with Catcha Group, iCar's largest shareholder at the time, to acquire 19.9% of shares out in iCar via the issuance of shares in Carsome. That side agreement was conditional on ASIC relief. (ASIC relief was received on the 13 August, and the share transfer competed on the 1 September.)
On the 20 July, iCar granted Carsome due diligence access. This access was not exclusive. Separately, Autohome informed iCar that it had decided to terminate discussions in relation to the acquisition of iCar.
Exclusive DD through to the 8 September was granted on the 29 July after iCar and Carsome entered into a process deed. On the 9 September, Carsome requested an extension of the exclusivity period to the 30 September, then to automatically to the 30 October, provided Carsome had completed DD by the 30 Sept. iCar's board agreed to the extension on the 16 September. 
After completing the DD on the 1 October, Carsome advised iCar it would revise down its indicative Offer to A$0.53-$0.54/share. 
Yesterday iCar and Carsome entered into Scheme Implementation Deed with a Scheme consideration of A$0.53/share.
This looks done. More below the fold. 


ICar (ICQ AU) & Carsome Enter Into Scheme

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

<a href="https://www.smartkarma.com/entities/cartrade-tech-ltd" target="_blank" data-smartkarma-citation="entities:33474:1" rel="noopener">Cartrade (0056989Z IN)</a> is a leading online destination for auto consumers in India. CarWale and BikeWale, key brands owned by CarTrade, ranked number one on relative online search popularity when compared to their key competitors over the last three years, according to Google Trends data. CarTrade’s shareholders include Warburg Pincus (34.44% of fully diluted shares), Temasek (26.48%), JP Morgan (11.93%) and March Capital (7.09%). CarTrade is looking to raise Rs28 billion ($375 million) through an IPO in India, according to press reports. The IPO comprises a pure offer for sale of 18.53 million shares by its existing shareholders and promoters. The IPO is set to launch on 9 August.  India was the fifth largest car market in the world in 2019 and is forecasted to become the third-largest auto market in the world as measured by volume in 2025, according to RedSeer. The COVID-19 pandemic has also resulted in a shift in preference towards used cars as people limit their use of public transportation. Indian auto OEMs spent only 14% of their total ad budgets on digital advertising, which is significantly lower than the global average of 42% in 2020, according to RedSeer. <div class="content-highlight">The growing auto market combined with the rising penetration of digital ad spend presents an attractive opportunity for auto transaction platforms such as CarTrade. CarTrade is capitalising on this market opportunity as evidenced by its highly popular platforms, solid organic growth, strong margins and healthy cash generation. Overall, we think that CarTrade is an attractive play on India’s new economy sector.</div>

Cartrade (0056989Z IN) is a leading online destination for auto consumers in India. CarWale and BikeWale, key brands owned by CarTrade, ranked number one on relative online search popularity when compared to their key competitors over the last three years, according to Google Trends data. CarTrade’s shareholders include Warburg Pincus (34.44% of fully diluted shares), Temasek (26.48%), JP Morgan (11.93%) and March Capital (7.09%). CarTrade is looking to raise Rs28 billion ($375 million) through an IPO in India, according to press reports. The IPO comprises a pure offer for sale of 18.53 million shares by its existing shareholders and promoters. The IPO is set to launch on 9 August.  India was the fifth largest car market in the world in 2019 and is forecasted to become the third-largest auto market in the world as measured by volume in 2025, according to RedSeer. The COVID-19 pandemic has also resulted in a shift in preference towards used cars as people limit their use of public transportation. Indian auto OEMs spent only 14% of their total ad budgets on digital advertising, which is significantly lower than the global average of 42% in 2020, according to RedSeer. The growing auto market combined with the rising penetration of digital ad spend presents an attractive opportunity for auto transaction platforms such as CarTrade. CarTrade is capitalising on this market opportunity as evidenced by its highly popular platforms, solid organic growth, strong margins and healthy cash generation. Overall, we think that CarTrade is an attractive play on India’s new economy sector.

CarTrade Tech IPO Initiation: Shifting Gears

Back on the 30 October 2020, <a href="https://www.smartkarma.com/entities/icar-asia-ltd" target="_blank" data-smartkarma-citation="entities:17682:1" rel="noopener">iCar Asia Ltd (ICQ AU)</a>, owner and operator of automotive portals in Malaysia, Indonesia, and Thailand, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02301823-3A554168?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it had received a non-binding proposal from China-based <a href="https://www.smartkarma.com/entities/autohome-inc" target="_blank" data-smartkarma-citation="entities:33492:1" rel="noopener">Autohome (2518 HK)</a>, another auto internet platform, to acquire 100% of iCar's shares for A$0.50/share by way of a Scheme of Arrangement.
A trading update on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02347131-3A562420?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">26 February</a> said discussions were still ongoing regarding Autohome's proposal, with similar wording in the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02369968-3A566377?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">30 April</a> update, and the 2020 annual report (<a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02370430-3A566432?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">page 34</a>).
<h3>The New News</h3>
iCar has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02394670-3A570637?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it has received a non-binding proposal from privately-held Carsome Group to acquire 100% of iCar's shares for A$0.55/share by way of a Scheme.
Separately Malaysian-based Carsome has entered into an agreement with Catcha Group, iCar's largest shareholder, to acquire 19.9% of shares out in iCar via the issuance of shares in Carsome. That side agreement and the proposal are conditional on ASIC relief.
Provided the agreement completes, Carsome and Catcha will jointly acquire the remaining shares not owned in iCar.
This agreement/proposal appears an initial step towards listing Carsome/Catcha. 
The announcement also says discussions remain ongoing with Autohome. 
More below the fold.

Back on the 30 October 2020, iCar Asia Ltd (ICQ AU), owner and operator of automotive portals in Malaysia, Indonesia, and Thailand, announced it had received a non-binding proposal from China-based Autohome (2518 HK), another auto internet platform, to acquire 100% of iCar's shares for A$0.50/share by way of a Scheme of Arrangement.
A trading update on the 26 February said discussions were still ongoing regarding Autohome's proposal, with similar wording in the 30 April update, and the 2020 annual report (page 34).
The New News
iCar has now announced it has received a non-binding proposal from privately-held Carsome Group to acquire 100% of iCar's shares for A$0.55/share by way of a Scheme.
Separately Malaysian-based Carsome has entered into an agreement with Catcha Group, iCar's largest shareholder, to acquire 19.9% of shares out in iCar via the issuance of shares in Carsome. That side agreement and the proposal are conditional on ASIC relief.
Provided the agreement completes, Carsome and Catcha will jointly acquire the remaining shares not owned in iCar.
This agreement/proposal appears an initial step towards listing Carsome/Catcha. 
The announcement also says discussions remain ongoing with Autohome. 
More below the fold. 

China

Autohome Inc. is a leading online destination for automobile consumers in China, providing interactive content and tools through its websites and mobile applications. It offers media services, lead generation for dealers, and operates an online transaction platform for new and used cars, financing, and insurance. The company was incorporated in 2008 and is headquartered in Beijing, China.

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Autohome (2518 HK)

ICar (ICQ AU) & Carsome Enter Into Scheme

This looks done. Trading at a gross/annualised spread of 2.9%/9.2%, assuming mid-Feb 2022 completion. That looks reasonable.

David Blennerhassett

CarTrade Tech IPO Initiation: Shifting Gears

CarTrade is looking to raise Rs28 billion ($375 million) through an IPO in India. Overall, we think that CarTrade is an attractive play on India’s...

Arun George

ICar (ICQ AU): Carsome & Catcha Carpool

This looks like a knock-out bid. I suspect it is trading wide to terms - 25% gross spread - given the downside to a deal break, and the low...

David Blennerhassett

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