Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Last Week in Event SPACE: China Youzan, Mcdonald's, Beijing Jingneng, Ricoh, Melco Resorts, LG Corp

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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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<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.






<p>Back on the 6 July last year, <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> <a href="http://ir.sina.com/index.php/static-files/69e95aee-2729-457f-be56-73628090b8ea" target="_blank" rel="noopener">announced</a> the receipt of a preliminary non-binding “going private” proposal from New Wave MMXV - a company controlled by its chairman/CEO Charles Chao - at US$41/share. This was followed by an <a href="http://ir.sina.com/static-files/de1ddd0f-354f-42de-9b33-b1bc414ab1b4" target="_blank" rel="noopener">Agreement and Plan of Merger</a> pursuant to which New Wave will acquire all of the outstanding ordinary shares not owned at US$43.30/share.</p>
<p>Despite an undemanding Offer price, shareholders approved (93.6% of the total votes) the merger on the <a href="http://ir.sina.com/static-files/ea4a5614-30e8-472c-895c-31e120de3261" target="_blank" rel="noopener">23 December</a>.</p>
<p>Completion of the merger was contingent on the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including no more than 10% of the ordinary shares dissenting.</p>
<p>Prior to the  EGM, <a href="http://ir.sina.com/static-files/722deb54-0426-4b43-a58a-1c8be8b59b61" target="_blank" rel="noopener">21.5mn shares or 35.9%</a> of the total issued and outstanding shares of Sina issued notices of objections to the company. </p>
<p>On or prior to January 12, 2021, Sina intended to issue written notices of authorization to all the objecting shareholders. Within 20 days immediately <em>after</em> the date on which these notices were given, any objecting shareholder was required to give written notice of its decision to dissent.</p>
<p>There has been no update on the merger from Sina since the 28 December. Behind the scenes, Charles Chao can choose to walk, negotiate a superior price with dissentient shareholders, or waive the condition.  Should he waive the condition, dissentient shareholders have the right to be paid fair value for their shares, as determined by the Cayman Island's Grand Court.</p>
<p>More below the fold.<a href="https://www.collascrill.com/news-updates/articles/grand-court-confirms-that-dissent-rights-are-available-to-minority-shareholders-in-short-form-mergers/" target="_blank" rel="noopener"></a></p>

Back on the 6 July last year, Sina Corp (Class A) (SINA US) announced the receipt of a preliminary non-binding “going private” proposal from New Wave MMXV - a company controlled by its chairman/CEO Charles Chao - at US$41/share. This was followed by an Agreement and Plan of Merger pursuant to which New Wave will acquire all of the outstanding ordinary shares not owned at US$43.30/share.
Despite an undemanding Offer price, shareholders approved (93.6% of the total votes) the merger on the 23 December.
Completion of the merger was contingent on the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including no more than 10% of the ordinary shares dissenting.
Prior to the  EGM, 21.5mn shares or 35.9% of the total issued and outstanding shares of Sina issued notices of objections to the company. 
On or prior to January 12, 2021, Sina intended to issue written notices of authorization to all the objecting shareholders. Within 20 days immediately after the date on which these notices were given, any objecting shareholder was required to give written notice of its decision to dissent.
There has been no update on the merger from Sina since the 28 December. Behind the scenes, Charles Chao can choose to walk, negotiate a superior price with dissentient shareholders, or waive the condition.  Should he waive the condition, dissentient shareholders have the right to be paid fair value for their shares, as determined by the Cayman Island's Grand Court.
More below the fold.

Last Week in Event SPACE: Haier, NTT Doco, Tesla, Beijing Jingneng, China Biologics, HK IPO Lock-Ups

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<p>14 months ago, almost to the day, <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> <a href="http://chinabiologic.investorroom.com/2019-09-18-China-Biologic-Announces-Receipt-of-Preliminary-Non-Binding-Going-Private-Proposal" target="_blank" rel="noopener">announced</a> the receipt of a preliminary non-binding proposal from Beachhead Holdings, CITIC, PW Medtech<span id="spanHghlt74d7">, Parfield </span>International, Hillhouse, and V-Sciences Investments for US$120/share, in cash.</p>
<p>Yesterday, CBPO 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.</p>
<p>The merger is conditional on an affirmative vote from shareholders representing at least two-thirds of the shares out, and that the aggregate quantity of dissenting shares shall be less than 8% of shares out.</p>
<p>As of the date of merger agreement, members of the Buyer Consortium (including <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>) and the Rollover Management Members, beneficially own shares representing ~68.84% of shares out.</p>
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<p>Done deal. Possible completion late 1Q21, early 2Q1.</p>
<p>More below the fold.</p>
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14 months ago, almost to the day, China Biologic Products (CBPO US) announced the receipt of a preliminary non-binding proposal from Beachhead Holdings, CITIC, PW Medtech, Parfield International, Hillhouse, and V-Sciences Investments for US$120/share, in cash.
Yesterday, CBPO entered into a definitive merger agreement, also at US$120/share.
The merger is conditional on an affirmative vote from shareholders representing at least two-thirds of the shares out, and that the aggregate quantity of dissenting shares shall be less than 8% of shares out.
As of the date of merger agreement, members of the Buyer Consortium (including Pw Medtech (1358 HK)) and the Rollover Management Members, beneficially own shares representing ~68.84% of shares out.

Done deal. Possible completion late 1Q21, early 2Q1.
More below the fold.





China Biologics (CBPO US): Firm Offer Backed By Prerequisite Votes

China

Trina Solar Limited manufactures solar power products. The Company offers photovoltaic wafers, ingots, cells, and modules. Trina Solar serves residential, commercial, industrial, and other industries worldwide.

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Trina Solar (TSL US)

Last Week in Event SPACE: China Youzan, Mcdonald's, Beijing Jingneng, Ricoh, Melco Resorts, LG 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

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

What's Going On With Sina Corp?

Currently trading to terms. This is an avoid. The Offer is being done too cheaply, But unless you have already dissented, you are effectively...

David Blennerhassett

Last Week in Event SPACE: Haier, NTT Doco, Tesla, Beijing Jingneng, China Biologics, HK IPO Lock-Ups

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

China Biologics (CBPO US): Firm Offer Backed By Prerequisite Votes

Trading at a gross/annualised spread at 4.4%/11.7%. This looks like a pretty clean deal for around four-five months of work.

David Blennerhassett

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