Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<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://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.</p>
<p>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.</p>
<p>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.</p>
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<p>Therefore the Merger will be in the form of a short-form merger as per section 233(7) of the <em><a href="https://www.cima.ky/upimages/commonfiles/CompaniesLaw2020Revision_1579811065.pdf" target="_blank" rel="noopener">Companies Law of the Cayman Islands</a></em> - there is no vote. There are no dissenting rights.</p>
<p>Done deal - the Merger is expected to close in the fourth quarter of 2020.</p>
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<p>More below the fold.</p>
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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

Alibaba Group Holding  / Equity Bottom-Up

<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

Last Week in Event SPACE: Jardines, Keppel, FamilyMart, Toshiba, Sogo/Sogou, Chinese Toll Roads

Japan/Asia Long-Short, LightStream Research

Mio Kato

Japan/Asia Long-Short

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

<p>With Tencent making a non-binding offer for Sogou, both Sogou and major shareholder Sohu have seen their stock prices surge from depressed levels. In this insight we piggyback of <a href="https://www.smartkarma.com/profiles/david-blennerhassett" target="_blank" data-smartkarma-citation="accounts:840" rel="noopener">David Blennerhassett</a>’s suggestion that Sohu is worth another look. We strongly agree and actually feel this could be the better play on the Sogou acquisition than Sogou itself.</p>

With Tencent making a non-binding offer for Sogou, both Sogou and major shareholder Sohu have seen their stock prices surge from depressed levels. In this insight we piggyback of David Blennerhassett’s suggestion that Sohu is worth another look. We strongly agree and actually feel this could be the better play on the Sogou acquisition than Sogou itself.

<ul>
<li>Tencent proposed to acquire and privatize Sogou (SOGU).</li>
<li>Tencent needs Sogou to compete with Alibaba (BABA) and ByteDance.</li>
<li>Sohu will have a higher growth rate and a positive bottom line after the sale of Sogo.</li>
<li>The deal is positive but not significant to Tencent.</li>
<li>There is still some premium for Sogou compared to the offer price.</li>
</ul>


Tencent proposed to acquire and privatize Sogou (SOGU).
Tencent needs Sogou to compete with Alibaba (BABA) and ByteDance.
Sohu will have a higher growth rate and a positive bottom line after the sale of Sogo.
The deal is positive but not significant to Tencent.
There is still some premium for Sogou compared to the offer price.


Tencent (700 HK): Privatization Offer to Sogou, For Search Engine Competition

China

Sohu.com Limited operates as an online media search and game service group company. The Company provides online brand advertising services on personal computers and mobile devices. Sohu.com serves clients in the People's Republic of China.

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Sohu.com (SOHU 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 (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

Last Week in Event SPACE: Jardines, Keppel, FamilyMart, Toshiba, Sogo/Sogou, Chinese Toll Roads

Last Week in Event SPACE ... At extreme discounts to NAV for both Jardine Matheson Holdings (JM SP) & Jardine Strategic Holdings (JS SP),...

David Blennerhassett

Sohu – The Better Play on Sogou

With Tencent making a non-binding offer for Sogou, both Sogou and major shareholder Sohu have seen their stock prices surge from depressed levels....

Mio Kato

Tencent (700 HK): Privatization Offer to Sogou, For Search Engine Competition

Tencent proposed to acquire and privatize Sogou (SOGU). Tencent needs Sogou to compete with Alibaba (BABA) and ByteDance. Sohu will have a higher...

Ming Lu

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

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 (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

Last Week in Event SPACE: Jardines, Keppel, FamilyMart, Toshiba, Sogo/Sogou, Chinese Toll Roads

Last Week in Event SPACE ... At extreme discounts to NAV for both Jardine Matheson Holdings (JM SP) & Jardine Strategic Holdings (JS SP),...

David Blennerhassett

Sohu – The Better Play on Sogou

With Tencent making a non-binding offer for Sogou, both Sogou and major shareholder Sohu have seen their stock prices surge from depressed levels....

Mio Kato

Tencent (700 HK): Privatization Offer to Sogou, For Search Engine Competition

Tencent proposed to acquire and privatize Sogou (SOGU). Tencent needs Sogou to compete with Alibaba (BABA) and ByteDance. Sohu will have a higher...

Ming Lu

Sogou/Tencent: And That's A Wrap