Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<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>
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<p>More below the fold.</p>
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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

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<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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<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>
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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

HK/China Healthcare Analyst (ex-Fosun Pharma)

Xinyao (Criss) Wang

Thematic (Sector/Industry)

<p>The COVID-19 since the end of 2019 has brought a large demand for blood products. The publicity of convalescent plasma, human immumoglobulin (PH4) for intravenous injection, albumin and other therapeutic blood products is conducive to the education of the public about blood products. At the same time, during COVID-19, they played a certain therapeutic role, reflecting the importance of blood products. Besides, blood products with high technology, high investment, and scarcity are of high clinical value. They are also subject to national supervision, which means that the entry barriers are high. Therefore, blood products market undoubtedly belong to the field of high-quality investment.</p>

The COVID-19 since the end of 2019 has brought a large demand for blood products. The publicity of convalescent plasma, human immumoglobulin (PH4) for intravenous injection, albumin and other therapeutic blood products is conducive to the education of the public about blood products. At the same time, during COVID-19, they played a certain therapeutic role, reflecting the importance of blood products. Besides, blood products with high technology, high investment, and scarcity are of high clinical value. They are also subject to national supervision, which means that the entry barriers are high. Therefore, blood products market undoubtedly belong to the field of high-quality investment.

Industry Report - Insights on China Blood Product Industry

<p>On the 4 June 2019, <a href="https://www.smartkarma.com/entities/cordlife-group-ltd" target="_blank" data-smartkarma-citation="entities:568:1" rel="noopener">Cordlife (CLGL SP)</a> <a href="https://links.sgx.com/FileOpen/CGL%20SGX%20-%20Announcement%20of%20Indicative%20Non-Binding%20Proposal.ashx?App=Announcement&amp;FileID=562493" target="_blank" rel="noopener">announced</a> a non-binding proposal for <a href="https://www.smartkarma.com/entities/global-cord-blood-corp" target="_blank" data-smartkarma-citation="entities:689:1" rel="noopener">Global Cord Blood (CO US)</a> (GCB), via the issuance of 2.497bn shares worth S$1.248bn or an indicative Offer Price of US$7.50/share. The transaction was subject to the entry into a definitive transaction documentation, including a merger agreement following satisfactory completion of business, financial, legal, and other due diligence.</p>
<p>Some 18 months later, Cordlife announced the <a href="https://links.sgx.com/FileOpen/CGL_SGX_Termination_of_discussion_Indicative_Non-Binding_Proposal.ashx?App=Announcement&amp;FileID=648215" target="_blank" rel="noopener">termination</a> of the proposal.</p>
<h3>The NEW News</h3>
<p>On the 2 March, less than a month after Cordlife walked away, GCB <a href="https://ir.globalcordbloodcorp.com/static-files/f8b2aceb-b2fb-4de7-b9ea-5e466584ceda" target="_blank" rel="noopener">announced</a> the receipt of a non-binding acquisition proposal from a wholly-owned subsidiary of <a href="https://www.smartkarma.com/entities/haitong-international-securities-group-ltd" target="_blank" data-smartkarma-citation="entities:13153:1" rel="noopener">Haitong International Securities Group (665 HK)</a>. The consideration under the proposal is US$5/share.</p>
<p>Yesterday GCB <a href="https://ir.globalcordbloodcorp.com/static-files/57848e55-d492-4a0b-8eee-03e431935b68" target="_blank" rel="noopener">announced</a> the formation of a special committee to evaluate the proposal.</p>
<p>More below the fold.</p>

On the 4 June 2019, Cordlife (CLGL SP) announced a non-binding proposal for Global Cord Blood (CO US) (GCB), via the issuance of 2.497bn shares worth S$1.248bn or an indicative Offer Price of US$7.50/share. The transaction was subject to the entry into a definitive transaction documentation, including a merger agreement following satisfactory completion of business, financial, legal, and other due diligence.
Some 18 months later, Cordlife announced the termination of the proposal.
The NEW News
On the 2 March, less than a month after Cordlife walked away, GCB announced the receipt of a non-binding acquisition proposal from a wholly-owned subsidiary of Haitong International Securities Group (665 HK). The consideration under the proposal is US$5/share.
Yesterday GCB announced the formation of a special committee to evaluate the proposal.
More below the fold.

Global Cord Blood: Haitong Raids The Bank

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<p>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>,<span id="spanHghlt74d7"> Parfield </span>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.</p>
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<p>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.</p>
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<p>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.  </p>
<p>However, CBPO also announced that it "<em>had received notices of objection from certain shareholders that in the aggregate hold more than 8% of the total outstanding shares of the Company</em>".</p>
<p>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>.</p>
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<div>
<p>More below the fold.</p>
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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.






United States

China Biologic Products Holdings, Inc. operates as a biopharmaceutical company. The Company researches, develops, and produces human plasma-based pharmaceutical and coagulation factor products in the form of tablets, injections, capsules, and syrups. China Biologic Products also distributes pharmaceutical products. China Biologic Products serves clients in China.

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China Biologic Products (CBPO 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

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

Industry Report - Insights on China Blood Product Industry

This article analyzed the insights on China blood products market in terms of market potential, industry characteristics, the review of blood...

Xinyao (Criss) Wang

Global Cord Blood: Haitong Raids The Bank

Despite a 9% gross spread to terms, I would not chase shares here. You have a broker oddly making the Offer; whereas a more suitable candidate...

David Blennerhassett

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

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