Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p>On 20 May 2020, the US Senate passed the <a href="https://www.congress.gov/bill/116th-congress/senate-bill/945/text#:~:text=To%20amend%20the%20Sarbanes%2DOxley,Act%2C%20and%20for%20other%20purposes.&amp;text=SEC." target="_blank" rel="noopener"> S. 945 the Holding Foreign Companies Accountable Act</a>, an act which could force the delisting of US-listed Chinese companies should they be in noncompliance with US accounting standards. Shortly after, the U.S. House of Representatives introduced its version of the Bill which has yet to pass.</p>
<blockquote>
<p>This bill requires certain issuers of securities to establish that they are not owned or controlled by a foreign government. Specifically, an issuer must make this certification if the Public Company Accounting Oversight Board (PCAOB) is unable to audit specified reports because the issuer has retained a foreign public accounting firm not subject to inspection by the board. Furthermore, if the board is unable to inspect the issuer's public accounting firm for <strong>three consecutive years</strong>, the issuer's securities are banned from trade on a national exchange or through other methods. </p>
</blockquote>
<p>This creates a conundrum, if not an impossibility, as Chinese regulators forbid foreign regulatory bodies, such as the PCAOB, from inspecting accounting firms based in China. </p>
<p>The Act, which is still to be ratified by the House, reconciled with the Senate bill, and approved by President Trump, provides even greater impetus for “take private” transactions (often expecting to re-list elsewhere at higher valuations) and secondary listings in markets outside of the United States, such as Hong Kong and Shanghai.</p>
<p>Hong Kong is laying out the welcome mat. First the HKEx amended its listing rules in April 2018 to allow companies with multiple classes of shares with individual-controlled voting rights to sell shares in Hong Kong. This new listing regime enabled secondary listings for the likes of <a href="https://www.smartkarma.com/entities/jd-com-inc-adr" target="_blank" data-smartkarma-citation="entities:446:1" rel="noopener">JD.com Inc (ADR) (JD US)</a> / <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com (HK) (9618 HK)</a> and <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" data-smartkarma-citation="entities:787:1" rel="noopener">Alibaba Group (BABA US)</a> / <a href="https://www.smartkarma.com/entities/alibaba-group" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba Group (9988 HK)</a>. Further changes to the Listing Rules are anticipated to accommodate companies with corporate shareholders with weighted voting rights - such as <a href="https://www.smartkarma.com/entities/tencent-music-entertainment" target="_blank" data-smartkarma-citation="entities:27255:1" rel="noopener">Tencent Music (TME US)</a>.</p>
<p>But on occasion, the consideration paid under these take-private "homecoming" transactions are not always considered fair by the investment community.</p>
<p>The recently completed <a href="https://www.smartkarma.com/entities/58-com-inc-adr" target="_blank" data-smartkarma-citation="entities:2563:1" rel="noopener">58.Com Inc Adr (WUBA US)</a> (<em><a href="https://skr.ma/a5HCn" target="_blank" rel="noopener">58.com: Foregone Conclusion Amidst Proxy Advisor Pushback</a></em>) faced considerable proxy advisor backlash. Similarly, <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>'s preliminary non-binding “going private” <a href="http://ir.sina.com/index.php/static-files/69e95aee-2729-457f-be56-73628090b8ea" target="_blank" rel="noopener">proposal</a> from its chairman/CEO,  is widely viewed as a low-balled, opportunistic Offer (<em><a href="https://skr.ma/3BBxi" target="_blank" rel="noopener">Sina Corp: Management Buyout Offer</a></em>). </p>
<p>For Cayman Islands incorporated companies, such as SINA and 58.com, Section 238 of the <a href="https://www.cima.ky/upimages/commonfiles/CompaniesLaw2020Revision_1579811065.pdf" target="_blank" rel="noopener">Companies Law (2020 Revision)</a><em> may</em> provide scope for dissenting shareholders to a merger/take-private transaction to have the Grand Court determine the fair value of their shares.</p>
<p>That right to dissent also hinges off how these take-private transactions are undertaken,</p>
<p>As of today, four cases have resulted in final judgments handed down by the Grand Court of Cayman - Integra Group, <a href="https://www.smartkarma.com/entities/shanda-games-ltd-spons-adr" target="_blank" data-smartkarma-citation="entities:8686:1" rel="noopener">Shanda Games Ltd Spons Adr (GAME US)</a>, <a href="https://www.smartkarma.com/entities/qunar-cayman-islands-ltd" target="_blank" data-smartkarma-citation="entities:7357:1" rel="noopener">Qunar Cayman Islands (QUNR US)</a>, and most recently, <a href="https://www.smartkarma.com/entities/nord-anglia-education-inc" target="_blank" data-smartkarma-citation="entities:24132:1" rel="noopener">Nord Anglia Education (NORD US)</a>.</p>
<hr>
<div class="content-highlight">
<h2>What's Original?</h2>
<p>This insight explores the mechanics of Section 238 of the Cayman Companies Law, the case history of four appraisal rights judgments, and what dissenting shareholders may expect when taking their merger objections to Court.</p>
</div>

On 20 May 2020, the US Senate passed the  S. 945 the Holding Foreign Companies Accountable Act, an act which could force the delisting of US-listed Chinese companies should they be in noncompliance with US accounting standards. Shortly after, the U.S. House of Representatives introduced its version of the Bill which has yet to pass.

This bill requires certain issuers of securities to establish that they are not owned or controlled by a foreign government. Specifically, an issuer must make this certification if the Public Company Accounting Oversight Board (PCAOB) is unable to audit specified reports because the issuer has retained a foreign public accounting firm not subject to inspection by the board. Furthermore, if the board is unable to inspect the issuer's public accounting firm for three consecutive years, the issuer's securities are banned from trade on a national exchange or through other methods. 

This creates a conundrum, if not an impossibility, as Chinese regulators forbid foreign regulatory bodies, such as the PCAOB, from inspecting accounting firms based in China. 
The Act, which is still to be ratified by the House, reconciled with the Senate bill, and approved by President Trump, provides even greater impetus for “take private” transactions (often expecting to re-list elsewhere at higher valuations) and secondary listings in markets outside of the United States, such as Hong Kong and Shanghai.
Hong Kong is laying out the welcome mat. First the HKEx amended its listing rules in April 2018 to allow companies with multiple classes of shares with individual-controlled voting rights to sell shares in Hong Kong. This new listing regime enabled secondary listings for the likes of JD.com Inc (ADR) (JD US) / JD.com (HK) (9618 HK) and Alibaba Group (BABA US) / Alibaba Group (9988 HK). Further changes to the Listing Rules are anticipated to accommodate companies with corporate shareholders with weighted voting rights - such as Tencent Music (TME US).
But on occasion, the consideration paid under these take-private "homecoming" transactions are not always considered fair by the investment community.
The recently completed 58.Com Inc Adr (WUBA US) (58.com: Foregone Conclusion Amidst Proxy Advisor Pushback) faced considerable proxy advisor backlash. Similarly, Sina Corp (Class A) (SINA US)'s preliminary non-binding “going private” proposal from its chairman/CEO,  is widely viewed as a low-balled, opportunistic Offer (Sina Corp: Management Buyout Offer). 
For Cayman Islands incorporated companies, such as SINA and 58.com, Section 238 of the Companies Law (2020 Revision) may provide scope for dissenting shareholders to a merger/take-private transaction to have the Grand Court determine the fair value of their shares.
That right to dissent also hinges off how these take-private transactions are undertaken,
As of today, four cases have resulted in final judgments handed down by the Grand Court of Cayman - Integra Group, Shanda Games Ltd Spons Adr (GAME US), Qunar Cayman Islands (QUNR US), and most recently, Nord Anglia Education (NORD US).


What's Original?
This insight explores the mechanics of Section 238 of the Cayman Companies Law, the case history of four appraisal rights judgments, and what dissenting shareholders may expect when taking their merger objections to Court.


Homecoming For Chinese Companies: Appraisal Rights & Fair Value

<p>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>, has <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.</p>
<p>The Offer price is a 57% premium to the undisturbed price and a two-year high.</p>
<p>Tencent owns ~39% of the total shares out in Sogou and 52.3% of the total voting power (on account of the super-voting rights of the Class B shares). Sohu holds 33.7%/43.9% respectively. Together, they control 96.4% of Sogou's vote. </p>
<div id="outstream-video-1-QE4WL3T0AFB401" data-position="outstream-video" data-ad-status="rendered">
<div>Sogou closed at $8.49/share, up 48%. Sohu closed up 40%.</div>
</div>
<div></div>
<div>As Sogou is Cayman incorporated, this Offer only needs a two-thirds majority to get up. Provided Sohu is on board, this deal is rubber-stamped.</div>
<div></div>
<div>The only apparent risk is on timing. </div>
<div></div>
<div>More below the fold.</div>

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 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.
Tencent owns ~39% of the total shares out in Sogou and 52.3% of the total voting power (on account of the super-voting rights of the Class B shares). Sohu holds 33.7%/43.9% respectively. Together, they control 96.4% of Sogou's vote. 

Sogou closed at $8.49/share, up 48%. Sohu closed up 40%.


As Sogou is Cayman incorporated, this Offer only needs a two-thirds majority to get up. Provided Sohu is on board, this deal is rubber-stamped.

The only apparent risk is on timing. 

More below the fold.

Sogou/Tencent: The Latest Chinese Internet Privatisation

<p><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> looks sets to join the growing list of Chinese companies seeking to delist in the US and relist, ostensibly in Hong Kong.</p>
<p>Yesterday, Sina <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<br>from New Wave - a company controlled by its chairman/CEO Charles Chao - at US$41/share,  a ~20% premium to the average closing price during the 30 trading days prior to the announcement.</p>
<p>SINA's key earnings driver is microblogger <a href="https://www.smartkarma.com/entities/weibo-corp-adr" target="_blank" data-smartkarma-citation="entities:3826:1" rel="noopener">Weibo Corp (Adr) (WB US)</a> - China's <a href="https://www.smartkarma.com/entities/twitter-inc" target="_blank" data-smartkarma-citation="entities:667:1" rel="noopener">Twitter Inc (TWTR US)</a> equivalent - in which it holds a ~45% equity stake but controls ~71% of the vote.</p>
<div>
<p>This is, by no stretch, a slam dunk proposal. Optically, the indicative Offer price is highly opportunistic.  However, Chao controls ~58% of the voting power, and an Offer, should one unfold, requires two-thirds approval.</p>
</div>
<div>
<p>This remains a non-binding proposal. </p>
<p>As always, more below the fold.</p>
</div>

Sina Corp (Class A) (SINA US) looks sets to join the growing list of Chinese companies seeking to delist in the US and relist, ostensibly in Hong Kong.
Yesterday, Sina announced the receipt of a preliminary non-binding “going private” proposal from New Wave - a company controlled by its chairman/CEO Charles Chao - at US$41/share,  a ~20% premium to the average closing price during the 30 trading days prior to the announcement.
SINA's key earnings driver is microblogger Weibo Corp (Adr) (WB US) - China's Twitter Inc (TWTR US) equivalent - in which it holds a ~45% equity stake but controls ~71% of the vote.

This is, by no stretch, a slam dunk proposal. Optically, the indicative Offer price is highly opportunistic.  However, Chao controls ~58% of the voting power, and an Offer, should one unfold, requires two-thirds approval.


This remains a non-binding proposal. 
As always, more below the fold.



For the month of April, just six new deals were discussed on Smartkarma with an overall announced deal size of ~US$9.4bn.


Clicking on the company name in the table below will take you to the entity page where you can read the initial insight(s) written by Smartkarma contributors on these new deals and follow up discussions, or simply click on the insight link(s) below the name.






New Deals


Industry


Size (US$bn)


Type


Premium



Hong Kong



Allied Properties Hk (56 HK) 
Property
0.42
Scheme
34.3%


Allied Prop (56 HK): Cash Offer From Parent



Elec &amp; Eltek International (1151 HK) 
PCB
0.1
VGO
70.47%


Elec &amp; Eltek: High Barrier To Cash Offer



Hopefluent Group (733 HK) 
Property
0.1
MGO
7.14%


Hopefluent: An Imminent Takeover


Hopefluent (733 HK): Unconditional MGO


Japan



Dsb Co Ltd (8692 JP) 
Securities service
0.1
Tender Offer
63%


DSB Co (8692 JP) : This Is a Done-Deal



Maxvalu Kyushu (3171 JP) / Aeon Kyushu (2653 JP)

Supermarket chains
0.5
Merger



Aeon Subs Aeon Kyushu | MaxValu Kyushu To Merge - Done Deal, Ungreat Ratio


US







58.Com Inc Adr (WUBA US) 
Online ads
8.2
Non-binding
17.88%


58.com: Offeror No Stranger To Privatisations. And Controversy





Source: Smartkarma Insights


The average premium for the new deals announced in April was ~38% and the YTD average premium for all deals discussed on Smartkarma is 34%.  The average for all deals discussed on Smartkarma in 2019 (145 all-in) was 31.5%.


The above does not include the rumoured (China Merchants (144 HK): What A Privatisation May Look Like) for China Merchants Port (144 HK). 


Arb traders feeling parched? No surprise as deals dry up around the region and elsewhere, as seen in the lack of new transactions in March &amp; April. 





Brief Summary of News in April of Arb Situations On Smartkarma's Radar



(Again, click on the company names to take to you to the insights and/or discussion posts for a more comprehensive read-through on each situation. Where a new insight was written on these names in June, I've included a link to that insight in italics.)






Australia


Comments (with links to announcements and insights)




Caltex Australia (CTX AU) 

20-Apr: Caltex announced the end of discussions with Couche-Tard after Alimentation Couche-Tard (ATD/A CN) said they were pausing to see what happened with COVID-19. CTX also released a trading update. 
23-Apr: Caltex Australia: Should You Buy Here?




Liquefied Natural Gas (LNG AU) 

20-Apr:  LNG9 notified LNG that it was withdrawing its takeover bid. We had previously recommended avoiding the situation.




Stanmore Coal (SMR AU) 

28-Apr: GEAR increases its stake to 52.41% 29-Apr: SMR's board recommend shareholders accept the Offer




Zenith Energy Ltd/AU (ZEN AU) 

7-April: A special dividend of A$0.13/share is declared, which will be netted off the Scheme consideration. The record date is the 25 June.











Hong Kong


Comments (with links to announcements and insights)




BBI Life Sciences (1035 HK) 

17-Apr: The Scheme doc is out for BBI. As previously announced, the Court Meeting will be held on the 11 May.  Dispatch of cheques, assuming the resolutions are passed, on or before the 15 June.
BBI Life: Scheme Doc Out, IFA Ekes Out A Fair Opinion




CGN New Energy Holdings (1811 HK) 
1-Apr: An update to say there is no update.



Clear Media Ltd (100 HK) 

9-Apr: Mittleman Brothers have reduced their stake to below 5%. 
14-Apr: International Value Advisors also selling, now holding 13.89%.
27-Apr: Clear Media: Comp Doc Out. Done Deal. Payment 19 May 28-Apri: The Offer is now unconditional in all respects after CCO tendered. 
The Offer will remain open until the 18 May. Shares tendered will be paid in 7 business days.




Haier Electronics Group Co (1169 HK) 
17-Apr:
In its monthly update in compliance with the Takeovers Code, Haier Electronics Group Co (1169 HK) said the Offeror continues to explore a privatisation proposal. 




Lai Fung Holdings (1125 HK) 
24-Apr: ESun: Vote Down The Sale Of Lai Fung Holdings




Leyou Technologies (1089 HK) 
9-Apr: In its monthly update pursuant to the Takeovers Code, Leyou said the exclusivity agreement has been terminated, but negotiations regarding an Offer are still ongoing. 



Li &amp; Fung Ltd (494 HK) 

10-Apr: L&amp;F has delayed the despatch the Scheme Document to no later than 31 May. That's about 12 days beyond my initial timetable, pushing out the possible consideration payment to the middle of July. 
16-Apr: Li &amp; Fung: Another Think About The Offer
20-April: Li &amp; Fung: Scheme Doc Out, IFA Signs Off




Wheelock (20 HK) 
17-Apr: The Court Meeting for Wheelock is tentatively scheduled to take place on the 16 June, the same day as the AGM. The Scheme Doc is expected to be issued on or before the 21 May.



Yixin Group Ltd (2858 HK) 
6-Apr: Yixin announced DD in regards to the US$16/share Offer from Tencent Holdings (700 HK), Hammer Capital for Bitauto Holdings Ltd Adr (BITA US) is ongoing



Zhuhai Holdings Investment (908 HK) 
17-Apr: The Composite Doc is out. The first close is the 8 May. The IFA says the Offer is fair and reasonable. 









Indonesia


Comments (with links to insights)




Bank Permata (BNLI IJ) 

21-Apr: Bank Permata Terms Lowered; Offer May Come Earlier and Travis suggests BOT approval has been received.
26-Apr: A certain news service which Reports on Deals has received confirmation from BBL that indeed, BoT approval has been received.




Link Net Tbk Pt (LINK IJ) 
22-Apr: A certain news service which Reports on Deals said MNC is looking to negotiate down the Offer price. A check with Link's management (by Angus Mackintosh) confirmed that there have been no recent contact or negotiations with MNC regarding any transaction.









Japan


Comments (with links to announcements and insights)




Cocokara Fine (3098 JP) 
No Apr update



Excel Co Ltd (7591 JP) 
No Apr update



Hitachi Chemical (4217 JP) 
22-Apr: Hitachi Chem (4217); Tender Complete, NEW Largest Japan Squeezeout Ever?




Hitachi High Technologies Co (8036 JP) 
7-Apr: Hitachi Hi-Tech : Largest Japan Squeezeout Ever?




Japan U Pica (7891 JP) 
No Apr update 



Keihin Corp (7251 JP) 
Competition Commission of India Form II filing this week



Maeda Road Construction Co (1883 JP) 

14-Apr: Maeda shareholders, as expected, approved the Special Dividend of JPY 650/share (record date March 6th). This is on top of the 100 yen/share of regular plus special commemorative dividend which went ex- on March 30th. 




Nissin Kogyo (7230 JP) 
Competition Commission of India Form II filing this week



Sakura Sogo Reit (3473 JP) 
No Apr update published.



Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 
23-Apr: The integration ratio would be decided if possible "within the year." That means it may be decided after H1 earnings are out around early November. 



Sawada Holdings (8699 JP) 

7-Apr: The Tender Offer has been extended from the 7th to the 20th of April. One presumes that is because the bidder has not yet received Mongolian Central Bank approval. Note that it does not need this approval in order to complete the Tender Offer and intends to complete it in all cases, and suffer the consequences if it does not eventually receive approval.  17-Apr: Upsilon Investment Partners extended its Tender Offer yet again.  
The new deadline is now 21 May, which is the full 60 days. 
27-Apr: Sawada announced its fiscal year dividend at JPY 12/share. This will go to shareholders as of 31 March 2020. 




Showa Corp (7274 JP) 
Competition Commission of India Form II filing this week



Toshiba Machine (6104 JP) 

1-Apr: Toshiba Machine - Taking the Other Side
1-Apr: Shibaura Machine – A Response




Unizo Holdings (3258 JP) 

3-Apr: UNIZO Saga Done &amp; Dusted - Now For The Squeezeout
24-Apr: Unizo announced that the EGM had been set for June 1 and the last day of trading will be 17 June. Cash will probably be three months after delisting.




Yamaha Motor Robotics Holdings (6274 JP) 
11 Apr: Tender Offer Results. Yamaha owns 93.53%. Fast Squeezeout. 24 Apr: Fast Squeezeout announced.










Malaysia


Comments 




TA Global Bhd (TAGB MK) 

No Apr update 











New Zealand


Comments (with links to announcements and insights)




Metlifecare Ltd (MET NZ) 
8-Apr: EQT walks Metlifecare’s Options As EQT Walks 20-Apr: MET issued an update stating:
- it has received legal advice and reiterates its belief that there is no lawful basis for APVG to terminate the SIA and that the assertions made by APVG are without substance;
- specifically, the Board does not believe the triggers under the “Material Adverse Change” (MAC) clause in the SIA have been, or are reasonably likely to be, triggered.
- the Board is in the process of appointing a QC to assist Metlifecare.
28-Apr: MET received EQT's termination letter. MET's board has rejected the termination. Everyone's lawyering up. 










Philippines


Comments 




Holcim Philippines (HLCM PM) 

24-Apr: The Philippine Competition Commission suspends all proceedings amid COVID-19 quarantine










Singapore


Comments (with links to announcements and insights)




Breadtalk (BREAD SP) 
1-Mar: BreadTalk: Placed For Take Out 3-Apr: The Offer turned unconditional and has been extended to the 20 April. At that time, shares will be suspended. Shareholders who have already tendered will receive the consideration within 7 business days. 



Capitaland Commercial Trust (CCT SP) 
No Apr update 21 Apr



Frasers Commercial Trust (FCOT SP) 
15-Apr: This merger between FLT/FCOT has now become effective.



Keppel Corp Ltd (KEP SP) 

30-Apr: Keppel Corp Partial Tender Update - Odds Less In Your Favor Now Than Before










Taiwan


Comments 




Boardtek Electronics (5349 TT) 
No Apr update 



Growww Media (8497 TT) 
27-Apr: Hakuhodo Inc. acquires majority stake









Thailand


Comments




Bumrungrad Hospital Pub Co (BH TB) 
No Apr update 


Thanachart Capital (TCAP TB)
No Apr update 










Middle East


Comments (with a link to insight)




DP World (DPW DU) 

24-Apr: DP World - Best Deal in Risk Arb Now











Europe


Comments (with links to insights)




Altran Technologies Sa (ALT FP) 

1-Apr: Capgemini announced that it had reached the mandatory withdrawal threshold of 90% of Altran’s capital. Altran will thus cease to be an independent company and will be delisted on April 15, 2020. 




Godewind Immobilien AG (GWD GR) 

No Apr update 




Huntsworth (HNT LN) 

15-Apr: The Huntsworth (HNT LN)-CD&amp;R Deal has received unconditional clearance from the Federal Antimonopoly Service of Russia. Completion of the Acquisition remains subject to the satisfaction of the remaining conditions which include the receipt of other antitrust approvals (Austria and US) and the approval of Target shareholders (AGM expected on 22nd June 2020).




Ingenico Group Sa (ING FP) 

6-Apr: Ingenico (ING FP) /​​ Worldline (WLN FP): Will Worldline Renegotiate the Terms?
15-Apr:Ingenico (ING FP) /​​ Worldline (WLN FP): Thoughts on Price Dynamics After the Short Ban




Unione Di Banche Italiane (UBI IM) 

No Apr update 






<div>
<p>On the 9 September 2019, <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> tabled a preliminary and non-binding <a href="http://ir.changyou.com/09_09_2019.shtml" target="_blank" rel="noopener">Offer</a> to buy out the minority shareholders in online game operator <a href="https://www.smartkarma.com/entities/changyou-com-ltd-ads" target="_blank" data-smartkarma-citation="entities:19287:1" rel="noopener">Changyou.com (CYOU US)</a> for US$5/share, or US$10/ADS in cash, or a 69% premium to last close. </p>
</div>
<div>
<p>Sohu held 67.4% of shares out in Changyou via its A and B shares and 95.3% of the voting rights given the disproportionate voting power of the B shares.</p>
<p>As Sohu helds &gt;90% of the votes, a firm Offer was expected to be in the form of a short-form statutory merger under Cayman Law - i.e. approval from Changyou's shareholders was not required. </p>
<p>On the 24 January this year, Changyou <a href="http://ir.changyou.com/file/New-Comet-20200124.pdf" target="_blank" rel="noopener">entered</a> into a definitive agreement with Sohu at US$5.40/share, or US$10.80/ADS in cash. </p>
<p>Yesterday, Sohu <a href="http://investors.sohu.com/static-files/4f6c805d-a81c-4799-a043-3d163d5702e7" target="_blank" rel="noopener">announced</a> the filing of the definitive plan of merger.</p>
<p>The effective date is the 17 April. This is a done deal.  </p>
<p><br> </p>
</div>


On the 9 September 2019, Sohu.com Inc (SOHU US) tabled a preliminary and non-binding Offer to buy out the minority shareholders in online game operator Changyou.com (CYOU US) for US$5/share, or US$10/ADS in cash, or a 69% premium to last close. 


Sohu held 67.4% of shares out in Changyou via its A and B shares and 95.3% of the voting rights given the disproportionate voting power of the B shares.
As Sohu helds &gt;90% of the votes, a firm Offer was expected to be in the form of a short-form statutory merger under Cayman Law - i.e. approval from Changyou's shareholders was not required. 
On the 24 January this year, Changyou entered into a definitive agreement with Sohu at US$5.40/share, or US$10.80/ADS in cash. 
Yesterday, Sohu announced the filing of the definitive plan of merger.
The effective date is the 17 April. This is a done deal.  
  


Changyou: Sohu's Definitive Plan Of Merger

China

Changyou.com Ltd. develops online computer games.  The Company licenses its massively multi-player online role playing games.

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