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.

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/dada-nexus-ltd" target="_blank" data-smartkarma-citation="entities:28961:1" rel="noopener">Dada Nexus (DADA US)</a> disclosed a binding proposal from <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> at US$2.00 per ADS, a 41.8% premium to the undisturbed price of US$1.41 (24 January).</li>
<li>The shareholder vote is low-risk (two-thirds voting threshold), as JD.com represents 63.2% of voting power. The dissenting condition (less than 12% of outstanding shares) is waivable. </li>
<li>Although the offer is unattractive, this is a done deal. The transaction is expected to close within the third quarter of 2025.</li>
</ul>



Dada Nexus (DADA US) disclosed a binding proposal from JD.com Inc (ADR) (JD US) at US$2.00 per ADS, a 41.8% premium to the undisturbed price of US$1.41 (24 January).
The shareholder vote is low-risk (two-thirds voting threshold), as JD.com represents 63.2% of voting power. The dissenting condition (less than 12% of outstanding shares) is waivable. 
Although the offer is unattractive, this is a done deal. The transaction is expected to close within the third quarter of 2025.


Dada Nexus (DADA US): JD.com’s Binding Offer a Done Deal

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>In a long-form merger for Cayman incorporated companies, dissenters can petition the Grand Court for determination of fair value. For short form merges, that avenue of dissent was not available. </li>
<li>But on the 28 January 2021, the Grand Court of the Cayman Islands concluded that shareholders of companies that undertake a 'short-form' merger were entitled to dissent.</li>
<li>
<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> appealed this decision in the Court of Appeal, and was dismissed. Then appealed to the Privy Council. In a judgement handed down yesterday, this was also dismissed. </li>
</ul>


In a long-form merger for Cayman incorporated companies, dissenters can petition the Grand Court for determination of fair value. For short form merges, that avenue of dissent was not available. 
But on the 28 January 2021, the Grand Court of the Cayman Islands concluded that shareholders of companies that undertake a 'short-form' merger were entitled to dissent.

Changyou.com (CYOU US) appealed this decision in the Court of Appeal, and was dismissed. Then appealed to the Privy Council. In a judgement handed down yesterday, this was also dismissed. 


Changyou (CYOU US): Short-Form Merger Dissent Now (Definitely) Permitted

<ul>
<li>Bloomberg reports that KKR and TPG are exploring options, including a buyout of <a href="https://www.smartkarma.com/entities/propertyguru-group-limited" target="_blank" data-smartkarma-citation="entities:28149:1" rel="noopener">PropertyGuru (PGRU US)</a>, and are gauging initial interest from other global investors.</li>
<li>The favoured privatisation option for US ADRs with the Cayman Islands incorporation is a statutory merger requiring a two-thirds voting approval threshold. </li>
<li>The concentrated shareholder register would suggest that TPG/KKR would aim for irrevocable from the other three substantial shareholders, facilitating a modest takeover premium. </li>
</ul>


Bloomberg reports that KKR and TPG are exploring options, including a buyout of PropertyGuru (PGRU US), and are gauging initial interest from other global investors.
The favoured privatisation option for US ADRs with the Cayman Islands incorporation is a statutory merger requiring a two-thirds voting approval threshold. 
The concentrated shareholder register would suggest that TPG/KKR would aim for irrevocable from the other three substantial shareholders, facilitating a modest takeover premium. 


PropertyGuru (PGRU US): KKR/TPG Mulling a Buyout

<ul>
<li>
<a href="https://www.smartkarma.com/entities/genetron-holdings-ltd" target="_blank" data-smartkarma-citation="entities:28435:1" rel="noopener">Genetron Holdings Ltd (GTH US)</a> shareholders will vote on the consortium’s US$4.08 per ADS offer on 21 February. The offer is light in comparison to historical trading ranges.</li>
<li>Completion is conditional on shareholder approval, dissenting shareholders representing less than 15% of outstanding shares and regulatory approvals (NDRC, MoC and SAFE). </li>
<li>Despite the light offer, the completion conditions should be met. At the last close price and end of March completion, the gross and annualised spread is 7.7% and 45.5%, respectively.</li>
</ul>



Genetron Holdings Ltd (GTH US) shareholders will vote on the consortium’s US$4.08 per ADS offer on 21 February. The offer is light in comparison to historical trading ranges.
Completion is conditional on shareholder approval, dissenting shareholders representing less than 15% of outstanding shares and regulatory approvals (NDRC, MoC and SAFE). 
Despite the light offer, the completion conditions should be met. At the last close price and end of March completion, the gross and annualised spread is 7.7% and 45.5%, respectively.


Genetron (GTH US): Wide Spread Ahead of the 21 February Vote

Thematic (Sector/Industry)

<ul>
<li>In officially decided cases concerning dissentient shareholders in privatised US-listed China plays, the uplift to the merger price versus time value of money and legal costs, is less than ideal. </li>
<li>The outcome for each case will turn on the underlying facts. But it would appear <a href="https://www.smartkarma.com/entities/ikang-healthcare-group-adr" target="_blank" data-smartkarma-citation="entities:741:1" rel="noopener">iKang Healthcare Group (ADR) (KANG US)</a> is following a similar trend.  </li>
<li>Reportedly the uplift to the iKang merger price is just 10%. Dissenters can still lodge an appeal.</li>
</ul>


In officially decided cases concerning dissentient shareholders in privatised US-listed China plays, the uplift to the merger price versus time value of money and legal costs, is less than ideal. 
The outcome for each case will turn on the underlying facts. But it would appear iKang Healthcare Group (ADR) (KANG US) is following a similar trend.  
Reportedly the uplift to the iKang merger price is just 10%. Dissenters can still lodge an appeal.


IKang Healthcare (KANG US): Another Setback For Dissenters

China

SINA Corporation is a global Internet media company operating Chinese-language destination sites. The Company offers a network of branded content and services targeting people of Chinese descent worldwide. SINA.com offers online news, entertainment, community, and commerce through web sites that are produced and updated by local teams in China, Hong Kong, Taiwan, and North America.

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Sina Corp (Class A) (SINA US)

Dada Nexus (DADA US): JD.com’s Binding Offer a Done Deal

Although the offer is unattractive, this is a done deal. The transaction is expected to close within the third quarter of 2025.

Arun George

Changyou (CYOU US): Short-Form Merger Dissent Now (Definitely) Permitted

This decision reminds Offerors seeking to take a company private that dissension will be available to shareholders dissatisfied with the price at...

David Blennerhassett

PropertyGuru (PGRU US): KKR/TPG Mulling a Buyout

The concentrated shareholder register would suggest that TPG/KKR would aim for irrevocable from the other three substantial shareholders,...

Arun George

Genetron (GTH US): Wide Spread Ahead of the 21 February Vote

Shareholders overwhelmingly approve the privatisation proposal. Turnout was at 75.4% of outstanding shares. Among these shareholders, 99.9% voted...

Arun George

IKang Healthcare (KANG US): Another Setback For Dissenters

In officially decided cases concerning dissentient shareholders in privatised US-listed China plays, the uplift to the takeover price versus time...

David Blennerhassett

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