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://ir.sogou.com/2020-07-27-Sogou-Announces-Receipt-of-a-Preliminary-Non-Binding-Proposal-to-Acquire-the-Company" target="_blank" rel="noopener">announced</a> it has received a preliminary non-binding proposal from Tencent to acquire all of its outstanding ordinary shares that are not already owned by Tencent, for US$9.00 in cash per ordinary share or ADS. The Offer price is a 57% premium to the undisturbed price and a two-year high.
Today Sogou <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 the same Offer price of US$9/share.
Separately, <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> has entered into a share purchase agreement with Tencent concerning its stake in Sogou, the completion of which will result in Tencent holding not less than 90% of the voting power in Sogou.
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Therefore the Merger will be in the form of a short-form merger as per section 233(7) of the <a href="https://www.cima.ky/upimages/commonfiles/CompaniesLaw2020Revision_1579811065.pdf" target="_blank" rel="noopener">Companies Law of the Cayman Islands</a> - there is no vote. There are no dissenting rights.
Done deal - the Merger is expected to close in the fourth quarter of 2020.
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More below the fold.
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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), announced it has received a preliminary non-binding proposal from Tencent to acquire all of its outstanding ordinary shares that are not already owned by Tencent, for US$9.00 in cash per ordinary share or ADS. The Offer price is a 57% premium to the undisturbed price and a two-year high.
Today Sogou entered into a definitive agreement for a Going-Private Transaction at the same Offer price of US$9/share.
Separately, Sohu.com Inc (SOHU US) has entered into a share purchase agreement with Tencent concerning its stake in Sogou, the completion of which will result in Tencent holding not less than 90% of the voting power in Sogou.


Therefore the Merger will be in the form of a short-form merger as per section 233(7) of the Companies Law of the Cayman Islands - there is no vote. There are no dissenting rights.
Done deal - the Merger is expected to close in the fourth quarter of 2020.


More below the fold.


Overseas Chinese Equities, Aequitas Research

Ming Lu

Overseas Chinese Equities

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 Bottom-Up

<ul>
<li>Baidu (BIDU)’s manager was arrested for gambling advertisements.</li>
<li>iQiyi (IQ) was banned in Taiwan.</li>
<li>Trip.com (TCOM)’s revenue continued to decrease QoQ in 2Q20.</li>
<li>China Literature (772 HK) raised novel writers’ revenue share from 50% to 70%.</li>
</ul>


Baidu (BIDU)’s manager was arrested for gambling advertisements.
iQiyi (IQ) was banned in Taiwan.
Trip.com (TCOM)’s revenue continued to decrease QoQ in 2Q20.
China Literature (772 HK) raised novel writers’ revenue share from 50% to 70%.


China Internet Weekly (28Sep2020): BIDU Manager Arrested, TCOM Revenue Shrank QoQ

Global Emerging Market Equities, Propitious Research

Wium Malan, CFA

Global Emerging Market Equities

<a href="https://www.smartkarma.com/entities/baidu-inc" target="_blank" data-smartkarma-citation="entities:179:1" rel="noopener">Baidu (BIDU US)</a>, and the rest of the Chinese Online Search industry, has consistently been losing market share to the likes of <a href="https://www.smartkarma.com/entities/alibaba-group" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba Group (9988 HK)</a>, <a href="https://www.smartkarma.com/entities/bytedance-technology" target="_blank" data-smartkarma-citation="entities:27936:1" rel="noopener">ByteDance (1460967D CH)</a>, <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="https://www.smartkarma.com/entities/pinduoduo-inc" target="_blank" data-smartkarma-citation="entities:27250:1" rel="noopener">Pinduoduo (PDD US)</a> and <a href="https://www.smartkarma.com/entities/meituan-dianping" target="_blank" data-smartkarma-citation="entities:26970:1" rel="noopener">Meituan Dianping (3690 HK)</a> over the past two years. Although I still believe there is significant long term growth left for the Chinese digital advertising market, it can easily be argued that this growth will be heavily skewed and that the “pure” Search market is in effect an “industry in decline”. 
In his book “Competitive Strategy: Techniques for Analysing Industries and Competitors”, Michael Porter expands on four key strategies which firms could successfully follow when they find themselves in a declining industry. In this insight, I analyse Baidu’s current strategy against these offered strategies to assess if there is indeed value left in the company (or at least the core search business). 
Baidu should be able to continue to produce significant cash flow from its core search business as long as it sticks to the “leadership” strategy – given their dominant share of search queries, the low penetration they have in the SME market, the suitability to Search advertising for certain industry verticals and their superior profitability. I estimate Baidu’s fair value at US$168/ADS based on a SOTP valuation. The values used in my SOTP for <a href="https://www.smartkarma.com/entities/iqiyi-inc" target="_blank" data-smartkarma-citation="entities:26755:1" rel="noopener">iQIYI Inc (IQ US)</a>, <a href="https://www.smartkarma.com/entities/trip-com-group-ltd" target="_blank" data-smartkarma-citation="entities:180:1" rel="noopener">Trip.com (TCOM US)</a> (market value), Net Cash and Other investments (book value) would imply that Baidu’s core operations are currently valued at only $10.4bn ex-cash, which equates to only 9.1x 2021F PE (only 3.9x PE ex-cash).

Baidu (BIDU US), and the rest of the Chinese Online Search industry, has consistently been losing market share to the likes of Alibaba Group (9988 HK), ByteDance (1460967D CH), Tencent Holdings (700 HK), Pinduoduo (PDD US) and Meituan Dianping (3690 HK) over the past two years. Although I still believe there is significant long term growth left for the Chinese digital advertising market, it can easily be argued that this growth will be heavily skewed and that the “pure” Search market is in effect an “industry in decline”. 
In his book “Competitive Strategy: Techniques for Analysing Industries and Competitors”, Michael Porter expands on four key strategies which firms could successfully follow when they find themselves in a declining industry. In this insight, I analyse Baidu’s current strategy against these offered strategies to assess if there is indeed value left in the company (or at least the core search business). 
Baidu should be able to continue to produce significant cash flow from its core search business as long as it sticks to the “leadership” strategy – given their dominant share of search queries, the low penetration they have in the SME market, the suitability to Search advertising for certain industry verticals and their superior profitability. I estimate Baidu’s fair value at US$168/ADS based on a SOTP valuation. The values used in my SOTP for iQIYI Inc (IQ US), Trip.com (TCOM US) (market value), Net Cash and Other investments (book value) would imply that Baidu’s core operations are currently valued at only $10.4bn ex-cash, which equates to only 9.1x 2021F PE (only 3.9x PE ex-cash).

Baidu: Strategies for Operating in an Industry in Decline

Silver Point

Thomas J. Monaco

Silver Point is a boutique research firm that focuses on the broader financial services sector, with a particular focus on troubled institutions globally. 

Asia Ex Japan

* Solid Result: Despite the net transaction loss increase of AUD 20.6 mn (93%), we note particular improvement in Afterpay’s fundamental metrics: sales improved AUD 5.9 bn (112%) YOY to AUD 11.1 bn in FY 2020; gross losses to sales declined 20 bp (24%) to 0.9%; EBITDA improved AUD 18.7 mn (73%) to AUD 44.4 mn; active customers increased 5.3 mn (116%) to 9.9 mn; and active merchants increased 23.1 thousand (72%) 55.4 thousand;  *Asian Launch Underway: The earnings announcement was also chock full of recent positive developments as well, which include its Asia expansion. Afterpay is set to acquire a Singapore’s, Empatkali, which is a small buy now pay later provider in Indonesia and will be used as Afterpay’s Asia launching pad with Tencent (700.HK) providing further regional expansion guidance; and*Magic Fairy Dust: While no transaction particulars were disclosed, we calculate an average share purchase price of AUD 22.47 per share for the 5% stake or a hefty 6.8x P/BV for a company which is loss-making and where Tencent hasn’t control. Tencent has already earned 146% on this stake.

* Solid Result: Despite the net transaction loss increase of AUD 20.6 mn (93%), we note particular improvement in Afterpay’s fundamental metrics: sales improved AUD 5.9 bn (112%) YOY to AUD 11.1 bn in FY 2020; gross losses to sales declined 20 bp (24%) to 0.9%; EBITDA improved AUD 18.7 mn (73%) to AUD 44.4 mn; active customers increased 5.3 mn (116%) to 9.9 mn; and active merchants increased 23.1 thousand (72%) 55.4 thousand;  *Asian Launch Underway: The earnings announcement was also chock full of recent positive developments as well, which include its Asia expansion. Afterpay is set to acquire a Singapore’s, Empatkali, which is a small buy now pay later provider in Indonesia and will be used as Afterpay’s Asia launching pad with Tencent (700.HK) providing further regional expansion guidance; and*Magic Fairy Dust: While no transaction particulars were disclosed, we calculate an average share purchase price of AUD 22.47 per share for the 5% stake or a hefty 6.8x P/BV for a company which is loss-making and where Tencent hasn’t control. Tencent has already earned 146% on this stake. 

<ul class="">
<li>Alibaba (BABA)’s Taobao inflated audience for live broadcast.</li>
<li>SEC is investigating iQiyi for revenue inflation.</li>
<li>The merger of DouYu (DOYU) and Huya (HUYA) will come true as we had expected in April.</li>
<li>Baidu (BIDU), China Literature (772), and Sohu (SOHU) released 2Q20 results.</li>
</ul>


Alibaba (BABA)’s Taobao inflated audience for live broadcast.
SEC is investigating iQiyi for revenue inflation.
The merger of DouYu (DOYU) and Huya (HUYA) will come true as we had expected in April.
Baidu (BIDU), China Literature (772), and Sohu (SOHU) released 2Q20 results.


China Internet Weekly (17Aug2020): Top Broadcaster Said Taobao Lied, Probe and Rumor on IQ

China

Baidu, Inc. operates an Internet search engine. The Company offers algorithmic search, enterprise search, news, MP3, and image searches, voice assistance, online storage, and navigation services. Baidu serves clients globally.

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Baidu (BIDU US)

Sogou/Tencent: And That's A Wrap

Chinese search-engine Sogou Inc (SOGO US), majority-owned by Sohu.com Inc (SOHU US) and Tencent Holdings (700 HK), has announced it has received...

David Blennerhassett

China Internet Weekly (28Sep2020): BIDU Manager Arrested, TCOM Revenue Shrank QoQ

Baidu (BIDU)’s manager was arrested for gambling advertisements. iQiyi (IQ) was banned in Taiwan. Trip.com (TCOM)’s revenue continued to decrease...

Ming Lu

Baidu: Strategies for Operating in an Industry in Decline

Baidu, and the rest of the Chinese Online Search industry, has consistently been losing market share to the likes of Alibaba, ByteDance, Tencent,...

Wium Malan, CFA

Tencent - We’re Down With APT

* Solid Result: Despite the net transaction loss increase of AUD 20.6 mn (93%), we note particular improvement in Afterpay’s fundamental metrics:...

Thomas J. Monaco

China Internet Weekly (17Aug2020): Top Broadcaster Said Taobao Lied, Probe and Rumor on IQ

Alibaba (BABA)’s Taobao inflated audience for live broadcast. SEC is investigating iQiyi for revenue inflation. The merger of DouYu (DOYU) and...

Ming Lu

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Sogou/​Tencent: And That's A Wrap

Chinese search-engine Sogou Inc (SOGO US), majority-owned by Sohu.com Inc (SOHU US) and Tencent Holdings (700 HK), has announced it has received...

David Blennerhassett

China Internet Weekly (28Sep2020): BIDU Manager Arrested, TCOM Revenue Shrank QoQ

Baidu (BIDU)’s manager was arrested for gambling advertisements. iQiyi (IQ) was banned in Taiwan. Trip.com (TCOM)’s revenue continued to decrease...

Ming Lu

Baidu: Strategies for Operating in an Industry in Decline

Baidu, and the rest of the Chinese Online Search industry, has consistently been losing market share to the likes of Alibaba, ByteDance, Tencent,...

Wium Malan, CFA

Tencent - We’re Down With APT

* Solid Result: Despite the net transaction loss increase of AUD 20.6 mn (93%), we note particular improvement in Afterpay’s fundamental metrics:...

Thomas J. Monaco

China Internet Weekly (17Aug2020): Top Broadcaster Said Taobao Lied, Probe and Rumor on IQ

Alibaba (BABA)’s Taobao inflated audience for live broadcast. SEC is investigating iQiyi for revenue inflation. The merger of DouYu (DOYU) and...

Ming Lu

Sogou/Tencent: And That's A Wrap