Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

iClick Interactive Asia Group / Event-Driven

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.
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.
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.
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, <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. 
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.
More below the fold.

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.

<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.  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 <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. 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 <a href="https://www.smartkarma.com/entities/baozun" target="_blank" data-smartkarma-citation="entities:29712:1" rel="noopener">Baozun (9991 HK)</a>. 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. <div class="content-highlight">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%.  </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

Last Week in Event SPACE: Sembcorp Marine, AusNet, Shinsei Bank, MMC Corp

APAC IPOs & Placements, Aequitas Research

Clarence Chu

APAC 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

Tam Jai International / Equity Capital Markets

<a href="https://www.smartkarma.com/entities/tam-jai-international-co-ltd" target="_blank" data-smartkarma-citation="entities:34227:1" rel="noopener">Tam Jai International (2271 HK)</a> is looking to raise up to US$179m in its Hong Kong IPO.Tam Jai International is a restaurant chain operator of the TamJai and SamGor branded fast casual restaurant chain in Hong Kong with operations also in Mainland China and Singapore.  As of the latest practicable date (13th September 2021), the firm operated a total of 156 restaurants, comprising 79 TamJai restaurants and 77 SamGor restaurants, of which 150 were located in Hong Kong, three in Mainland China and the remaining three in Singapore. As per Euromonitor, the firm ranks No. 1 among Asian noodle specialty restaurants in Hong Kong. Overall, the firm's earnings have been resilient despite facing setbacks in its track period (i.e. COVID-19 and the Hong Kong riots). Margins have expectedly fallen as rent expenses outpaced revenue, but the firm plans to expand overseas which if successful, would warrant a valuation closer to its higher valued China-based peers.

Tam Jai International (2271 HK) is looking to raise up to US$179m in its Hong Kong IPO.Tam Jai International is a restaurant chain operator of the TamJai and SamGor branded fast casual restaurant chain in Hong Kong with operations also in Mainland China and Singapore.  As of the latest practicable date (13th September 2021), the firm operated a total of 156 restaurants, comprising 79 TamJai restaurants and 77 SamGor restaurants, of which 150 were located in Hong Kong, three in Mainland China and the remaining three in Singapore. As per Euromonitor, the firm ranks No. 1 among Asian noodle specialty restaurants in Hong Kong. Overall, the firm's earnings have been resilient despite facing setbacks in its track period (i.e. COVID-19 and the Hong Kong riots). Margins have expectedly fallen as rent expenses outpaced revenue, but the firm plans to expand overseas which if successful, would warrant a valuation closer to its higher valued China-based peers.

Tam Jai International IPO - Favourable Risk to Reward at Low End

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Around 9.5 months after <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent (700 HK)</a> and 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> <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, the Offer was granted unconditional approval by the State Administration for Market Regulation (SAMR) on the 12 July. 
Apparently, that wasn't the final approval as the regulators continued to overhaul and tweak China's tech sector. In its<a href="http://ir.sogou.com/2021-08-09-Sogou-Announces-Second-Quarter-2021-Results" target="_blank" rel="noopener"> 2Q21 results</a> (announced on the 9 August) Sogou said it expected the merger with Tencent to complete in the 2H21.
Yesterday, Sogou <a href="http://ir.sogou.com/2021-09-23-Sogou-Announces-Completion-of-Going-Private-Transaction" target="_blank" rel="noopener">announced</a> the completion of the merger and shares have been suspended. Payment will be made "as soon as practical". 
Hong Kong's Standard <a href="https://www.thestandard.com.hk/section-news/section/17/234417/Tencent-Sogou-merger-first-after-overhauls" target="_blank" rel="noopener">reported</a> yesterday that Tencent's news and content unit Tencent Kandian will absorb most of Sogou's business and employees.  After merging with Sogou, the search engine segment will be the core business of Tencent Kandian. Tencent was permitted to take up the 60.9% in Sogou it did not already own provided it established a "special mechanism" to ensure data security.
So that's done. This is a short-form merger - there was no vote. Dissension rights are now afforded for short-form mergers and I would expect some investors to take up those rights.  
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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> pockets ~US$1.2bn from the merger via its 33.8% equity stake in Sogou, versus its current market cap of US$857mn. 
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More below the fold.
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Around 9.5 months after Tencent (700 HK) and Chinese search-engine Sogou Inc (SOGO US) entered into a definitive agreement for a Going-Private Transaction, the Offer was granted unconditional approval by the State Administration for Market Regulation (SAMR) on the 12 July. 
Apparently, that wasn't the final approval as the regulators continued to overhaul and tweak China's tech sector. In its 2Q21 results (announced on the 9 August) Sogou said it expected the merger with Tencent to complete in the 2H21.
Yesterday, Sogou announced the completion of the merger and shares have been suspended. Payment will be made "as soon as practical". 
Hong Kong's Standard reported yesterday that Tencent's news and content unit Tencent Kandian will absorb most of Sogou's business and employees.  After merging with Sogou, the search engine segment will be the core business of Tencent Kandian. Tencent was permitted to take up the 60.9% in Sogou it did not already own provided it established a "special mechanism" to ensure data security.
So that's done. This is a short-form merger - there was no vote. Dissension rights are now afforded for short-form mergers and I would expect some investors to take up those rights.  


Separately, Sohu.com Inc (SOHU US) pockets ~US$1.2bn from the merger via its 33.8% equity stake in Sogou, versus its current market cap of US$857mn. 


More below the fold.


Sohu.com (SOHU US): Cashed Up As Tencent/Sogou Merger Completes

China

Tencent Holdings Limited operates as an investment holding company. The Company, through its subsidiaries, provides Internet and mobile value-added services (VAS), online advertising, and e-commerce transactions. Tencent Holdings offers services to users worldwide.

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Tencent Holdings (ADR) (TCEHY 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

Last Week in Event SPACE: Sembcorp Marine, AusNet, Shinsei Bank, MMC Corp

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Tam Jai International IPO - Favourable Risk to Reward at Low End

Tam Jai International (2271 HK) is looking to raise up to US$179m in its Hong Kong IPO. Tam Jai International is a restaurant chain operator of the...

Clarence Chu

Sohu.com (SOHU US): Cashed Up As Tencent/Sogou Merger Completes

Would Zhang look to take the company private? If possible, I would. An Offer would be self-funding, and he further benefits via listing Changyou on...

David Blennerhassett

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