Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

iClick Interactive Asia Group / Event-Driven

<p>In recent years,  it has become common practice for Chinese "tech" companies listed in the US to be privatised, on the expectation of being relisted on the Mainland (where often higher multiples are assigned) or Hong Kong. Following the passing of the <a href="https://en.wikipedia.org/wiki/Holding_Foreign_Companies_Accountable_Act" target="_blank" rel="noopener">Holding Foreign Companies Accountable Act</a> last year, there is an added impetus to take these companies private. Or at the very least, seek a dual listing in Hong Kong.</p>
<p>More often than not, these takeovers are initiated by the controlling shareholders. Which makes this latest non-binding proposal for <a href="https://www.smartkarma.com/entities/iclick-interactive-asia-group-limited" target="_blank" data-smartkarma-citation="entities:27314:1" rel="noopener">iClick Interactive Asia Group (ICLK US)</a> a little unusual.</p>
<p>iClick <a href="https://ir.i-click.com/2021-09-24-iClick-Interactive-Asia-Group-Limited-Announces-Receipt-of-a-Preliminary-Non-Binding-Indicative-Proposal-to-Acquire-the-Company" target="_blank" rel="noopener">announced</a> on the 24 September it had received a preliminary indicative proposal from PAG Pegasus Fund and Oasis Management to acquire all of its outstanding shares for US$6.75 per ADS, in cash.</p>
<p>That's a 19% premium to last close, yet 63% below its all-time high close of US$18.30 in February last year, and 16% below its $8/share IPO price in December 2018.</p>
<p>Should a firm Offer unfold, this long-form merger would require two-thirds majority approval from all shareholders.</p>
<p>Sammy Hsieh, the chairman of the board of directors and co-founder, Jian Tang, iClick's CEO, and co-founder, collectively own 4,385,078 Class B ordinary shares, which due to their super-voting rights, is equivalent to ~62% of the voting power. This proposal is a non-starter without the support of either Hsieh or Tang.</p>
<p>In addition, <a href="https://www.smartkarma.com/entities/baozun" target="_blank" data-smartkarma-citation="entities:29712:1" rel="noopener">Baozun (9991 HK)</a> controls a further 10% of the voting power. Should all three side with the buyer consortium, this deal is done. </p>
<p>But I doubt this will be the outcome. A more likely scenario is the consortium's low-balled Offer is a means to triggering a response from a key player, such as <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 make a counteroffer.</p>
<p>More below the fold.</p>

In recent years,  it has become common practice for Chinese "tech" companies listed in the US to be privatised, on the expectation of being relisted on the Mainland (where often higher multiples are assigned) or Hong Kong. Following the passing of the Holding Foreign Companies Accountable Act last year, there is an added impetus to take these companies private. Or at the very least, seek a dual listing in Hong Kong.
More often than not, these takeovers are initiated by the controlling shareholders. Which makes this latest non-binding proposal for iClick Interactive Asia Group (ICLK US) a little unusual.
iClick announced on the 24 September it had received a preliminary indicative proposal from PAG Pegasus Fund and Oasis Management to acquire all of its outstanding shares for US$6.75 per ADS, in cash.
That's a 19% premium to last close, yet 63% below its all-time high close of US$18.30 in February last year, and 16% below its $8/share IPO price in December 2018.
Should a firm Offer unfold, this long-form merger would require two-thirds majority approval from all shareholders.
Sammy Hsieh, the chairman of the board of directors and co-founder, Jian Tang, iClick's CEO, and co-founder, collectively own 4,385,078 Class B ordinary shares, which due to their super-voting rights, is equivalent to ~62% of the voting power. This proposal is a non-starter without the support of either Hsieh or Tang.
In addition, Baozun (9991 HK) controls a further 10% of the voting power. Should all three side with the buyer consortium, this deal is done. 
But I doubt this will be the outcome. A more likely scenario is the consortium's low-balled Offer is a means to triggering a response from a key player, such as Tencent (700 HK), to make a counteroffer.
More below the fold.

IClick(ICLK US): PAG & Oasis Shake The Trees

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.

<p><a href="https://www.smartkarma.com/entities/iclick-interactive-asia-group-limited" target="_blank" data-smartkarma-citation="entities:27314:1" rel="noopener">iClick Interactive Asia Group (ICLK US)</a> is a leading enterprise and marketing cloud platform in China. It is a platinum provider to <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent (700 HK)</a> in social advertising and provides one-stop solutions in user acquisition and engagement. iClick was listed on Nasdaq in December 2017 at $8.00 per ADS and raised net proceeds of $23.3 million.  </p><p>On 24 September, iClick announced a non-binding privatisation proposal from PAG and Oasis Management. The bid of $6.75 in cash per ADS represents a premium of 19.5% to the undisturbed price (on 23 September). </p><p>As iClick is incorporated in the Cayman Islands, for the privatisation to succeed, shareholders representing two-thirds of shares present and voting need to approve the deal. PAG and Oasis have not disclosed a shareholding. iClick’s three largest shareholders are Wing Hong Sammy Hsieh (co-founder and Chairman), Jian Tang (co-founder and CEO) and <a href="https://www.smartkarma.com/entities/baozun-inc" target="_blank" data-smartkarma-citation="entities:24184:1" rel="noopener">Baozun Inc. (BZUN US)</a>. Mr Hsieh and Mr Tang together represent around 62% of voting interests. </p><p>PAG and Oasis’ letter to the board mentions an intention to acquire all the shares other than those “<em>shares held by the members of management and other strategic shareholders of the Company that may be rolled over in connection with the proposed transaction.</em>” The wording suggests that PAG and Oasis are in advanced stages of discussions with the co-founders and <a href="https://www.smartkarma.com/entities/baozun" target="_blank" data-smartkarma-citation="entities:29712:1" rel="noopener">Baozun (9991 HK)</a>. </p><p>iClick’s shares reached an all-time high of $18.30 per ADS on 18 February 2021 on the back of the announcement that Baozun acquired 4% of outstanding shares and 10% voting interest at $13.262 per ADS. In part due to China’s regulatory clampdown on tech names, the shares have since headed downwards to reach a YTD low of $4.16 per ADS on 20 August. </p><div class="content-highlight"><p>The offer is unattractive in comparison to historical share prices and multiples, in our view. The offer is designed to take advantage of the sell-off in Chinese tech names by enriching insiders at the expense of minorities. The timing of the offer announcement points to PAG and Oasis’ confidence in gaining the co-founders and/or Bazoun’s support as rollover shareholders. We think that there is a decent chance that privatisation succeeds. At the last close of $5.91 per ADS, the gross spread to the offer price is 14.2%.  </p></div>

iClick Interactive Asia Group (ICLK US) is a leading enterprise and marketing cloud platform in China. It is a platinum provider to Tencent (700 HK) in social advertising and provides one-stop solutions in user acquisition and engagement. iClick was listed on Nasdaq in December 2017 at $8.00 per ADS and raised net proceeds of $23.3 million.  On 24 September, iClick announced a non-binding privatisation proposal from PAG and Oasis Management. The bid of $6.75 in cash per ADS represents a premium of 19.5% to the undisturbed price (on 23 September). As iClick is incorporated in the Cayman Islands, for the privatisation to succeed, shareholders representing two-thirds of shares present and voting need to approve the deal. PAG and Oasis have not disclosed a shareholding. iClick’s three largest shareholders are Wing Hong Sammy Hsieh (co-founder and Chairman), Jian Tang (co-founder and CEO) and Baozun Inc. (BZUN US). Mr Hsieh and Mr Tang together represent around 62% of voting interests. PAG and Oasis’ letter to the board mentions an intention to acquire all the shares other than those “shares held by the members of management and other strategic shareholders of the Company that may be rolled over in connection with the proposed transaction.” The wording suggests that PAG and Oasis are in advanced stages of discussions with the co-founders and Baozun (9991 HK). iClick’s shares reached an all-time high of $18.30 per ADS on 18 February 2021 on the back of the announcement that Baozun acquired 4% of outstanding shares and 10% voting interest at $13.262 per ADS. In part due to China’s regulatory clampdown on tech names, the shares have since headed downwards to reach a YTD low of $4.16 per ADS on 20 August. The offer is unattractive in comparison to historical share prices and multiples, in our view. The offer is designed to take advantage of the sell-off in Chinese tech names by enriching insiders at the expense of minorities. The timing of the offer announcement points to PAG and Oasis’ confidence in gaining the co-founders and/or Bazoun’s support as rollover shareholders. We think that there is a decent chance that privatisation succeeds. At the last close of $5.91 per ADS, the gross spread to the offer price is 14.2%.  

IClick’s Privatisation Bid from PAG and Oasis

Equity Capital Markets

<div><p><a href="https://www.smartkarma.com/entities/netjoy" target="_blank" data-smartkarma-citation="entities:29729:1" rel="noopener">Netjoy (2131 HK)</a> is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. At the proposed IPO price range of HK$5.56-7.08 per share, Netjoy will have a market cap of HK$4,448-5,664 million ($574-731 million). At the mid-point of the IPO price range, the total net proceeds are HK$1,166.6 million ($151 million). </p></div><div><p>Six cornerstone investors will subscribe for $39 million of the offer shares (23.91% of the offer shares at the mid-point of the price range). The cornerstone investors are Affin Hwang Asset Management, HSBC Global Asset Management, Pacific Asset Management, Seedlings Fund, <a href="https://www.smartkarma.com/entities/xiaomi-corp" target="_blank" data-smartkarma-citation="entities:24409:1" rel="noopener">Xiaomi Corp (1810 HK)</a> and SenseTime.</p></div><div><div><div class="content-highlight"><p>In <a href="https://www.smartkarma.com/insights/netjoy-ipo-initiation-joy-divisions" target="_blank" data-smartkarma-citation="insights:46112" rel="noopener">Netjoy IPO Initiation: Joy Divisions</a>, we stated that for investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. Overall, we would participate in the IPO due to an attractive IPO price range.</p></div></div></div>

Netjoy (2131 HK) is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. At the proposed IPO price range of HK$5.56-7.08 per share, Netjoy will have a market cap of HK$4,448-5,664 million ($574-731 million). At the mid-point of the IPO price range, the total net proceeds are HK$1,166.6 million ($151 million). Six cornerstone investors will subscribe for $39 million of the offer shares (23.91% of the offer shares at the mid-point of the price range). The cornerstone investors are Affin Hwang Asset Management, HSBC Global Asset Management, Pacific Asset Management, Seedlings Fund, Xiaomi Corp (1810 HK) and SenseTime.In Netjoy IPO Initiation: Joy Divisions, we stated that for investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. Overall, we would participate in the IPO due to an attractive IPO price range.

<p><a href="https://www.smartkarma.com/entities/netjoy" target="_blank" data-smartkarma-citation="entities:29729:1" rel="noopener">Netjoy (2131 HK)</a> is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. Netjoy has launched a Hong Kong IPO to raise net proceeds of HK$1,166.6 million ($150 million), at the mid-point of the IPO price range. </p><div class="content-highlight"><p>The IPO performance of Chinese ad tech companies has been mixed. Consequently, backing the winners is crucial to generate investment returns in the Chinese ad tech sector. For investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. We will discuss the IPO valuation in our next piece. </p></div>

Netjoy (2131 HK) is an ad tech company which connects advertising customers and media partners. It is the third-largest online marketing solutions provider in China as measured by gross billing generated from short video advertisements in 2019, with a market share of 3.4%, according to iResearch. Netjoy has launched a Hong Kong IPO to raise net proceeds of HK$1,166.6 million ($150 million), at the mid-point of the IPO price range. The IPO performance of Chinese ad tech companies has been mixed. Consequently, backing the winners is crucial to generate investment returns in the Chinese ad tech sector. For investors seeking Chinese adtech exposure, we think Netjoy’s fundamentals are attractive. We will discuss the IPO valuation in our next piece. 

<p><a href="https://www.smartkarma.com/entities/joy-spreader-interactive-technology" target="_blank" data-smartkarma-citation="entities:29271:1" rel="noopener">Joy Spreader Interactive Technology (6988 HK)</a> is an ad tech company which connect marketers (namely, product providers and merchants) with we-media publishers. Joy Spreader has launched a Hong Kong IPO to raise around net proceeds of $140-210 million. </p><div class="content-highlight"><p>The post-IPO performance of Chinese ad tech companies has been mixed. Consequently, backing the winners is crucial to generate investment returns in the Chinese ad tech sector. For investors seeking Chinese ad tech exposure, we think Joy Spreader’s fundamentals are attractive. We will discuss the IPO valuation in our next piece. </p></div>

Joy Spreader Interactive Technology (6988 HK) is an ad tech company which connect marketers (namely, product providers and merchants) with we-media publishers. Joy Spreader has launched a Hong Kong IPO to raise around net proceeds of $140-210 million. The post-IPO performance of Chinese ad tech companies has been mixed. Consequently, backing the winners is crucial to generate investment returns in the Chinese ad tech sector. For investors seeking Chinese ad tech exposure, we think Joy Spreader’s fundamentals are attractive. We will discuss the IPO valuation in our next piece. 

Joy Spreader IPO Initiation: For the Joy of It

China

iClick Interactive Asia Group Limited operates as an online marketing technology platform. The Company provides digital marketing, data analysis, display solutions, software development, and other services. iClick Interactive Asia Group serves customers worldwide.

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iClick Interactive Asia Group (ICLK US)

IClick(ICLK US): PAG & Oasis Shake The Trees

Buying around here is probably going to have limited downside. I think PAG/Oasis' intent is to shake out potential suitors - including the co...

David Blennerhassett

IClick’s Privatisation Bid from PAG and Oasis

The $6.75 per ADS offer is designed to take advantage of the market sell-off by enriching insiders at the expense of minorities. If the co-founders...

Arun George

Netjoy IPO: Valuation Insights

At the mid-point of the IPO price range, the total net proceeds are $151 million. We would participate in the IPO due to an attractive IPO price...

Arun George

Netjoy IPO Initiation: Joy Divisions

Netjoy has launched an HK IPO to raise net proceeds of HK$1,166.6 million ($150 million), at the mid-point. For investors seeking Chinese adtech...

Arun George

Joy Spreader IPO Initiation: For the Joy of It

Joy Spreader is an ad tech company which connect marketers (namely, product providers and merchants) with we-media publishers. Joy Spreader is set...

Arun George

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