Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>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.</p>
<p>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 <em><a href="https://skr.ma/H7E1t" target="_blank" rel="noopener">Changyou (CYOU US): Short-Form Merger Dissent Now Permitted</a></em>. Sohu's privatisation of Changyou competed on the 17 April.</p>
</div><div>
<p>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.</p>
<p>What seemed an ample extension at the time now appears less assured as SAMR bears down on the tech sector. </p>
<p>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.</p>
<p>But Tencent is unlikely to walk - not at this Offer price. </p>
</div><div><p>More below the fold.</p></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

<div><p><a href="https://www.smartkarma.com/entities/didi-chuxing-inc" target="_blank" data-smartkarma-citation="entities:27467:1" rel="noopener">DiDi Chuxing (DIDI US)</a>, the world’s largest mobility technology platform, aims to raise up to US$10bn in its US listing. It is backed by <a href="https://www.smartkarma.com/entities/softbank-group-corp" target="_blank" data-smartkarma-citation="entities:315:1" rel="noopener">Softbank Group (9984 JP)</a> and <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent (700 HK)</a>, along with other investors.</p></div><div><p>It is present in over 4,000 cities, counties and towns across 15 countries. As of twelve months ending (LTM) 1Q21, it had 493m annual active users and 15m drivers, who participated in 41m average daily transactions. It generated a gross transaction value of RMB341bn over LTM1Q21.  </p></div><div><p>We provided the deal background and financials overview in our previous notes<a href="https://www.smartkarma.com/insights/didi-chuxing-pre-ipo-one-of-asia-s-largest-ipos-this-year-tearsheet" target="_blank" rel="noopener"></a>:</p></div><div>
<ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/insights/didi-chuxing-pre-ipo-one-of-asia-s-largest-ipos-this-year-tearsheet" target="_blank" rel="noopener">DiDi Chuxing Pre-IPO - One of Asia’s Largest IPOs This Year - Tearsheet</a>.</li>
<li><a href="https://www.smartkarma.com/insights/didi-chuxing-pre-ipo-has-a-principal-agent-problem-rumoured-target-valuation-is-a-stretch" target="_blank" rel="noopener">DiDi Chuxing Pre-IPO - Has a Principal Agent Problem, Rumoured Target Valuation Is a Stretch</a></li>
<li><a href="https://www.smartkarma.com/insights/didi-pre-ipo-competitive-in-car-hailing-uncompetitive-in-others-generally-valuable" target="_blank" rel="noopener">DIDI (滴滴) Pre-IPO: Competitive in Car Hailing, Uncompetitive In “Others”, Generally Valuable</a></li>
<li><a href="https://www.smartkarma.com/insights/didi-chuxing-pre-ipo-peer-comparison" target="_blank" rel="noopener">DiDi Chuxing Pre-IPO - Peer Comparison</a></li>
</ul>
<p>In this note we will talk about our earnings estimates and valuations. </p>
</div>

DiDi Chuxing (DIDI US), the world’s largest mobility technology platform, aims to raise up to US$10bn in its US listing. It is backed by Softbank Group (9984 JP) and Tencent (700 HK), along with other investors.It is present in over 4,000 cities, counties and towns across 15 countries. As of twelve months ending (LTM) 1Q21, it had 493m annual active users and 15m drivers, who participated in 41m average daily transactions. It generated a gross transaction value of RMB341bn over LTM1Q21.  We provided the deal background and financials overview in our previous notes:


DiDi Chuxing Pre-IPO - One of Asia’s Largest IPOs This Year - Tearsheet.
DiDi Chuxing Pre-IPO - Has a Principal Agent Problem, Rumoured Target Valuation Is a Stretch
DIDI (滴滴) Pre-IPO: Competitive in Car Hailing, Uncompetitive In “Others”, Generally Valuable
DiDi Chuxing Pre-IPO - Peer Comparison

In this note we will talk about our earnings estimates and valuations. 


<div><p><a href="https://www.smartkarma.com/entities/didi-chuxing-inc" target="_blank" data-smartkarma-citation="entities:27467:1" rel="noopener">DiDi Chuxing (DIDI US)</a>, the world’s largest mobility technology platform, aims to raise around US$10bn in its US listing. It is backed by <a href="https://www.smartkarma.com/entities/softbank-group-corp" target="_blank" data-smartkarma-citation="entities:315:1" rel="noopener">Softbank Group (9984 JP)</a> and <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent (700 HK)</a>, along with other investors.</p></div><div><p>It is present in over 4,000 cities, counties and towns across 15 countries. As of twelve months ending (LTM) 1Q21, it had 493m annual active users and 15m drivers, who participated in 41m average daily transactions. It generated a gross transaction value of RMB341bn over LTM1Q21.  </p></div><div>
<p>We provided the deal background and financials overview in our previous notes<a href="https://www.smartkarma.com/insights/didi-chuxing-pre-ipo-one-of-asia-s-largest-ipos-this-year-tearsheet" target="_blank" rel="noopener"></a>:</p>
<ul>
<li>
<a href="https://www.smartkarma.com/insights/didi-chuxing-pre-ipo-one-of-asia-s-largest-ipos-this-year-tearsheet" target="_blank" rel="noopener">DiDi Chuxing Pre-IPO - One of Asia’s Largest IPOs This Year - Tearsheet</a>.</li>
<li><a href="https://www.smartkarma.com/insights/didi-chuxing-pre-ipo-has-a-principal-agent-problem-rumoured-target-valuation-is-a-stretch" target="_blank" rel="noopener">DiDi Chuxing Pre-IPO - Has a Principal Agent Problem, Rumoured Target Valuation Is a Stretch</a></li>
<li><a href="https://www.smartkarma.com/insights/didi-pre-ipo-competitive-in-car-hailing-uncompetitive-in-others-generally-valuable" target="_blank" rel="noopener">DIDI (滴滴) Pre-IPO: Competitive in Car Hailing, Uncompetitive In “Others”, Generally Valuable</a></li>
</ul>
</div><div><p>In this note, we will undertake a peer comparison with <a href="https://www.smartkarma.com/entities/uber-technologies-inc" target="_blank" data-smartkarma-citation="entities:430:1" rel="noopener">Uber (UBER US)</a> and <a href="https://www.smartkarma.com/entities/lyft-inc" target="_blank" data-smartkarma-citation="entities:24423:1" rel="noopener">Lyft Inc (LYFT US)</a>. </p></div>

DiDi Chuxing (DIDI US), the world’s largest mobility technology platform, aims to raise around US$10bn in its US listing. It is backed by Softbank Group (9984 JP) and Tencent (700 HK), along with other investors.It is present in over 4,000 cities, counties and towns across 15 countries. As of twelve months ending (LTM) 1Q21, it had 493m annual active users and 15m drivers, who participated in 41m average daily transactions. It generated a gross transaction value of RMB341bn over LTM1Q21.  
We provided the deal background and financials overview in our previous notes:


DiDi Chuxing Pre-IPO - One of Asia’s Largest IPOs This Year - Tearsheet.
DiDi Chuxing Pre-IPO - Has a Principal Agent Problem, Rumoured Target Valuation Is a Stretch
DIDI (滴滴) Pre-IPO: Competitive in Car Hailing, Uncompetitive In “Others”, Generally Valuable

In this note, we will undertake a peer comparison with Uber (UBER US) and Lyft Inc (LYFT US). 

Full Truck Alliance   / Equity Capital Markets

<div><p><a href="https://www.smartkarma.com/entities/full-truck-alliance" target="_blank" data-smartkarma-citation="entities:33429:1" rel="noopener">Full Truck Alliance (YMM US)</a> (FTA),  China’s largest digital freight platform by gross transaction value, raised around US$1.6bn via a US listing. It is backed by Softbank and Sequoia.</p></div><div>
<p>In our earlier notes, we spoke about various aspects of the deal in our earlier notes:<a href="https://www.smartkarma.com/insights/full-truck-alliance-pre-ipo-the-positives-category-leader" target="_blank" rel="noopener"></a></p>
<ul>
<li><a href="https://www.smartkarma.com/insights/full-truck-alliance-pre-ipo-the-positives-category-leader" target="_blank" rel="noopener">Full Truck Alliance Pre-IPO - The Positives - Category Leader, </a></li>
<li><a href="https://www.smartkarma.com/insights/full-truck-alliance-pre-ipo-the-negatives-still-a-mixed-bag" target="_blank" rel="noopener">Full Truck Alliance Pre-IPO - The Negatives - Still a Mixed Bag,</a></li>
<li><a href="https://www.smartkarma.com/insights/full-truck-alliance-pre-ipo-valuation-even-the-previous-round-might-have-been-a-stretch" target="_blank" rel="noopener">Full Truck Alliance Pre-IPO - Valuation, Even the Previous Round Might Have Been a Stretch, and</a></li>
<li><a href="https://www.smartkarma.com/insights/full-truck-alliance-ipo-decent-investor-line-up-at-best-a-punt-at-these-valuations" target="_blank" rel="noopener">Full Truck Alliance IPO - Decent Investor Line-Up, at Best a Punt at These Valuations</a></li>
</ul>
<p>In this note, we will talk about the trading dynamics.</p>
</div>

Full Truck Alliance (YMM US) (FTA),  China’s largest digital freight platform by gross transaction value, raised around US$1.6bn via a US listing. It is backed by Softbank and Sequoia.
In our earlier notes, we spoke about various aspects of the deal in our earlier notes:

Full Truck Alliance Pre-IPO - The Positives - Category Leader, 
Full Truck Alliance Pre-IPO - The Negatives - Still a Mixed Bag,
Full Truck Alliance Pre-IPO - Valuation, Even the Previous Round Might Have Been a Stretch, and
Full Truck Alliance IPO - Decent Investor Line-Up, at Best a Punt at These Valuations

In this note, we will talk about the trading dynamics.


Full Truck Alliance IPO Trading - Have to Do a Bull Case to Find Some Upside

Alpha-Centric ESG Research

Kyle Rudden

<p>Better late than never, as they say.</p><p>Typically, I publish pre-IPO ESG assessments well before book building). This pre-IPO ESG report on <a href="https://www.smartkarma.com/entities/full-truck-alliance" target="_blank" data-smartkarma-citation="entities:33429:1" rel="noopener">Full Truck Alliance (YMM US)</a>, aka Manbang, aka the "Uber for trucks," is admittedly a tad late in the IPO process – given that shares are expected to be trading in one day from now.</p><p>Nevertheless, there are some important ESG issues to contemplate. Nothing that will alter the IPO, of course. And there really aren't all that many highly-material ESG issues for FTA. However, there are one or two <em>big</em> ones – the sort that could crush a technology stock just out of the IPO gate.</p><p>For this Insight, I changed my <em>modus operandi</em>. Instead of addressing every conceivable ESG issue, I focus on the two most material issues for each ESG pillar. The ultra-condensed version is as follows (in decreasing order of materiality hence the Social, Governance, Environmental sequence):</p><ul>
<li>
<strong>Social:</strong> Nothing else matters in terms of acute investment risk. To be clear, FTA seems on top of things vis-à-vis cyber-risk management. There are no specific concerns. But one data breach, or one ransomware attack. That's all it takes to decimate any newly-listed <em>technology</em> company.</li>
<li>
<strong>Governance:</strong> They pale in comparison to Social-pillar cyber-risks, but two material Governance issues are: 1) disproportionate ownership and voting control (nothing new for tech, but an ESG hot-button), and 2) regulatory risk and uncertainty, mainly regarding China's antitrust stance.</li>
<li>
<strong>Environmental:</strong> Environmental issues just don't matter that much from a financial-materiality viewpoint. As a technology firm, FTA's <em>direct</em> climate footprint is negligible. Longer-term it must address its <em>indirect</em> footprint (emissions from third-party activities enabled by its platform).</li>
</ul>

Better late than never, as they say.Typically, I publish pre-IPO ESG assessments well before book building). This pre-IPO ESG report on Full Truck Alliance (YMM US), aka Manbang, aka the "Uber for trucks," is admittedly a tad late in the IPO process – given that shares are expected to be trading in one day from now.Nevertheless, there are some important ESG issues to contemplate. Nothing that will alter the IPO, of course. And there really aren't all that many highly-material ESG issues for FTA. However, there are one or two big ones – the sort that could crush a technology stock just out of the IPO gate.For this Insight, I changed my modus operandi. Instead of addressing every conceivable ESG issue, I focus on the two most material issues for each ESG pillar. The ultra-condensed version is as follows (in decreasing order of materiality hence the Social, Governance, Environmental sequence):

Social: Nothing else matters in terms of acute investment risk. To be clear, FTA seems on top of things vis-à-vis cyber-risk management. There are no specific concerns. But one data breach, or one ransomware attack. That's all it takes to decimate any newly-listed technology company.

Governance: They pale in comparison to Social-pillar cyber-risks, but two material Governance issues are: 1) disproportionate ownership and voting control (nothing new for tech, but an ESG hot-button), and 2) regulatory risk and uncertainty, mainly regarding China's antitrust stance.

Environmental: Environmental issues just don't matter that much from a financial-materiality viewpoint. As a technology firm, FTA's direct climate footprint is negligible. Longer-term it must address its indirect footprint (emissions from third-party activities enabled by its platform).


Pre-IPO ESG Analysis of Full Truck Alliance: Strong ESG Profile... But With One Potential Landmine

China

DiDi Chuxing Inc operates passenger transportation platforms. The Company provides mobility solutions, cloud computing, and other application based services. DiDi Chuxing serves customers worldwide.

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DiDi Global (DIDIY US)

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

DiDi Chuxing Pre-IPO - Valuation

DiDi Chuxing (DIDI US), the world’s largest mobility technology platform, aims to raise up to US$10bn in its US listing. It is backed by Softbank...

Sumeet Singh

DiDi Chuxing Pre-IPO - Peer Comparison

DiDi Chuxing (DIDI US), the world’s largest mobility technology platform, aims to raise around US$10bn in its US listing. It is backed by Softbank...

Sumeet Singh

Full Truck Alliance IPO Trading - Have to Do a Bull Case to Find Some Upside

Full Truck Alliance (YMM US) (FTA), China’s largest digital freight platform by gross transaction value, raised around US$1.6bn via a US listing....

Sumeet Singh

Pre-IPO ESG Analysis of Full Truck Alliance: Strong ESG Profile... But With One Potential Landmine

There aren't many highly material ESG issues for FTA. But quantity is irrelevant when there is one big ESG issue with the potential to crush any...

Kyle Rudden

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