Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>On the 29 September 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://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 US$9/share.</p>
<p>In addition, Sohu 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 <a href="https://www.cima.ky/upimages/commonfiles/CompaniesLaw2020Revision_1579811065.pdf" target="_blank" rel="noopener">Companies Law of the Cayman Islands</a> - there is no vote. There are no dissenting rights.</p>
<p>That's about as clean a deal as you can get. But wait ...</p>
<p>On the 1 December, Sogou made an <a href="http://app.quotemedia.com/data/downloadFiling?webmasterId=101533&amp;ref=115473750&amp;type=PDF&amp;symbol=SOGO&amp;companyName=Sogou+Inc.+American+Depositary+Shares+each+representing+one+Class+A&amp;formType=SC+13E3%2FA&amp;dateFiled=2020-12-01&amp;CK=1713947" target="_blank" rel="noopener">SEC filing</a>, with the following stated on page 34:</p>
<blockquote>
<p>In late November 2020, THL and Parent made an antitrust filing with relevant PRC regulatory authorities in connection with the Sohu Share Purchase and the Merger. Considering the time needed for the clearance of such filing, the parties decided to extend the termination date under the Sohu Share Purchase Agreement and the Merger Agreement. On December 1, 2020, (i) Sohu.com, Sohu Search, and Parent executed an Amendment No. 1 to Share Purchase Agreement, to <strong>extend the termination date under the Sohu Share Purchase Agreement from March 29, 2021 to July 31, 2021,</strong> and (ii) the Company, THL, Parent and TML executed an Amendment No. 1 to Agreement and Plan of Merger, to extend the termination date under the Merger Agreement from March 29, 2021 to July 31, 2021. (my emphasis)</p>
</blockquote>
<p>Shares are off ~2.3% following the announcement, and are now at a 4.4% gross spread to terms. </p>
<p>But isn't the anti-trust filing with the State Administration for Market Regulation a non-issue?</p>
<p>More below the fold.</p>
</div>
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<p></p>
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On the 29 September 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), entered into a definitive agreement for a Going-Private Transaction at US$9/share.
In addition, Sohu 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.
That's about as clean a deal as you can get. But wait ...
On the 1 December, Sogou made an SEC filing, with the following stated on page 34:

In late November 2020, THL and Parent made an antitrust filing with relevant PRC regulatory authorities in connection with the Sohu Share Purchase and the Merger. Considering the time needed for the clearance of such filing, the parties decided to extend the termination date under the Sohu Share Purchase Agreement and the Merger Agreement. On December 1, 2020, (i) Sohu.com, Sohu Search, and Parent executed an Amendment No. 1 to Share Purchase Agreement, to extend the termination date under the Sohu Share Purchase Agreement from March 29, 2021 to July 31, 2021, and (ii) the Company, THL, Parent and TML executed an Amendment No. 1 to Agreement and Plan of Merger, to extend the termination date under the Merger Agreement from March 29, 2021 to July 31, 2021. (my emphasis)

Shares are off ~2.3% following the announcement, and are now at a 4.4% gross spread to terms. 
But isn't the anti-trust filing with the State Administration for Market Regulation a non-issue?
More below the fold.





Sogou/Tencent: Anti-Trust Wobble As Deal Nears Finish Line

Silver Point

Thomas J. Monaco

Independent Insight Provider

Silver Point is a boutique research firm that focuses on the broader financial services sector, with a particular focus on troubled institutions globally. 

Asia Ex Japan

Equity Bottom-Up

<p><strong><em>*Near-Term Pain: </em></strong>The Australian Prudential Regulatory Authority (APRA) completed its review of WestPac’s risk governance program and Westpac is now likely to enter into enforcement action and remediation. In addition, APRA has also announced that it had taken action against Westpac New Zealand due to the subsidiary’s breach of liquidity requirements; and</p><p><em><strong>*Small Gain:</strong></em> Management announced the widely anticipated sale of its general insurance business to Allianz (ALV.GR) in addition to an exclusive 20-year agreement to distribute general insurance products to Westpac customers for AUD 725 mn.</p>

*Near-Term Pain: The Australian Prudential Regulatory Authority (APRA) completed its review of WestPac’s risk governance program and Westpac is now likely to enter into enforcement action and remediation. In addition, APRA has also announced that it had taken action against Westpac New Zealand due to the subsidiary’s breach of liquidity requirements; and*Small Gain: Management announced the widely anticipated sale of its general insurance business to Allianz (ALV.GR) in addition to an exclusive 20-year agreement to distribute general insurance products to Westpac customers for AUD 725 mn.

WestPac Banking – One Step Forward, Two Steps Back

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.

Alibaba Health Information Tec / Equity Bottom-Up

<ul>
<li>The National Radio and Television Administration forbids juveniles from paying broadcasters.</li>
<li>It was widely rumored that both Alibaba (BABA) and Tencent (700 HK) stopped negotiating the acquisition of iQiyi (IQ).</li>
<li>The National Medical Products Administration formally allow prescription drug to be sold online.</li>
</ul>


The National Radio and Television Administration forbids juveniles from paying broadcasters.
It was widely rumored that both Alibaba (BABA) and Tencent (700 HK) stopped negotiating the acquisition of iQiyi (IQ).
The National Medical Products Administration formally allow prescription drug to be sold online.


China Internet Weekly (30Nov2020): Approve Online Rx Drug, Ban Juveniles from Paying Broadcasters

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

Equity Capital Markets

Pop Mart International Group L / Equity Capital Markets

<div><p><a href="https://www.smartkarma.com/entities/pop-mart-international-group-limited" target="_blank" data-smartkarma-citation="entities:29016:1" rel="noopener">POP MART (POP HK)</a> aims to raise up to US$674m in its Hong Kong IPO</p></div><div><p>Pop Mart (PM) is the largest and fastest growing pop toy company in China, in terms of 2019 revenue and revenue CAGR over 2017-19. PM had a 8.5% market share by retail value, making it the largest player in the pop toy retailing market.</p></div><div><p>In our previous insights, we spoke about the various aspects of the deal: </p></div><div><ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-the-positives-expanding-portfolio-wider-distribution-explosive-earnings-growth" target="_blank" rel="noopener">Pop Mart Pre-IPO - The Positives - Expanding Portfolio+Wider Distribution= Explosive Earnings Growth,</a> and</li>
<li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-the-negatives-is-it-a-brand-owner-or-just-a-retailer" target="_blank" rel="noopener">Pop Mart Pre-IPO - The Negatives - Is It a Brand Owner or Just a Retailer?</a></li>
<li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-peer-set-and-valuation" target="_blank" data-smartkarma-citation="insights:41850" rel="noopener">Pop Mart Pre-IPO - Peer Set and Valuation</a></li>
<li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-quick-note-on-the-ground-pop-up-stores-are-effective" target="_blank" rel="noopener">Pop Mart Pre-IPO Quick Note - On the Ground - Pop-Up Stores Are Effective</a></li>
</ul></div><div><ul style="list-style-type: disc;"><li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-phip-updates-still-riding-on-past-expansion" target="_blank" rel="noopener">Pop Mart Pre-IPO - PHIP Updates - Still Riding on past Expansion</a></li></ul></div><ul><li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-valuation-updates" target="_blank" rel="noopener">Pop Mart Pre-IPO - Valuation Updates</a></li></ul><div><p>In this note, I’ll run the deal through our ECM framework.</p></div>

POP MART (POP HK) aims to raise up to US$674m in its Hong Kong IPOPop Mart (PM) is the largest and fastest growing pop toy company in China, in terms of 2019 revenue and revenue CAGR over 2017-19. PM had a 8.5% market share by retail value, making it the largest player in the pop toy retailing market.In our previous insights, we spoke about the various aspects of the deal: 

Pop Mart Pre-IPO - The Positives - Expanding Portfolio+Wider Distribution= Explosive Earnings Growth, and
Pop Mart Pre-IPO - The Negatives - Is It a Brand Owner or Just a Retailer?
Pop Mart Pre-IPO - Peer Set and Valuation
Pop Mart Pre-IPO Quick Note - On the Ground - Pop-Up Stores Are Effective
Pop Mart Pre-IPO - PHIP Updates - Still Riding on past ExpansionPop Mart Pre-IPO - Valuation UpdatesIn this note, I’ll run the deal through our ECM framework.

Pop Mart IPO - Making You Pay Well for Growth

<div><p><a href="https://www.smartkarma.com/entities/pop-mart-international-group-limited" target="_blank" data-smartkarma-citation="entities:29016:1" rel="noopener">POP MART (POP HK)</a>  plans to raise around US$200-300m in its Hong Kong IPO.</p></div><div><p>Pop Mart (PM) is the largest and fastest growing pop toy company in China, in terms of 2019 revenue and revenue CAGR over 2017-19. PM had a 8.5% market share by retail value, making it the largest player in the pop toy retailing market.</p></div><div><p>In our previous insights, we spoke about the positive/negative aspects, peers and valuation, and undertook store and product reviews: </p></div><div><ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-the-positives-expanding-portfolio-wider-distribution-explosive-earnings-growth" target="_blank" rel="noopener">Pop Mart Pre-IPO - The Positives - Expanding Portfolio+Wider Distribution= Explosive Earnings Growth,</a> and</li>
<li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-the-negatives-is-it-a-brand-owner-or-just-a-retailer" target="_blank" rel="noopener">Pop Mart Pre-IPO - The Negatives - Is It a Brand Owner or Just a Retailer?</a></li>
<li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-peer-set-and-valuation" target="_blank" data-smartkarma-citation="insights:41850" rel="noopener">Pop Mart Pre-IPO - Peer Set and Valuation</a></li>
<li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-quick-note-on-the-ground-pop-up-stores-are-effective" target="_blank" rel="noopener">Pop Mart Pre-IPO Quick Note - On the Ground - Pop-Up Stores Are Effective</a></li>
</ul></div><div>
<ul><li><a href="https://www.smartkarma.com/insights/pop-mart-pre-ipo-phip-updates-still-riding-on-past-expansion" target="_blank" rel="noopener">Pop Mart Pre-IPO - PHIP Updates - Still Riding on past Expansion</a></li></ul>
<p>In this note, I’ll talk about the updates to valuation post the PHIP updates.</p>
</div>

POP MART (POP HK)  plans to raise around US$200-300m in its Hong Kong IPO.Pop Mart (PM) is the largest and fastest growing pop toy company in China, in terms of 2019 revenue and revenue CAGR over 2017-19. PM had a 8.5% market share by retail value, making it the largest player in the pop toy retailing market.In our previous insights, we spoke about the positive/negative aspects, peers and valuation, and undertook store and product reviews: 

Pop Mart Pre-IPO - The Positives - Expanding Portfolio+Wider Distribution= Explosive Earnings Growth, and
Pop Mart Pre-IPO - The Negatives - Is It a Brand Owner or Just a Retailer?
Pop Mart Pre-IPO - Peer Set and Valuation
Pop Mart Pre-IPO Quick Note - On the Ground - Pop-Up Stores Are Effective

Pop Mart Pre-IPO - PHIP Updates - Still Riding on past Expansion
In this note, I’ll talk about the updates to valuation post the PHIP updates.


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 (700 HK)

Sogou/Tencent: Anti-Trust Wobble As Deal Nears Finish Line

The new SAMR rules came into effect this week. I suspect Tencent/Sohu are largely playing nice by proving an extended timetable to facilitate the...

David Blennerhassett

WestPac Banking – One Step Forward, Two Steps Back

WESTPAC BANKING: APRA Hits Westpac With Remediation For Risk Governance And New Zealand Liquidity Charges, While Allianz Buys Insurance Unit.

Thomas J. Monaco

China Internet Weekly (30Nov2020): Approve Online Rx Drug, Ban Juveniles from Paying Broadcasters

The authorities forbid juveniles from paying broadcasters. The Medical Administration allows prescription drug to be sold online.

Ming Lu

Pop Mart IPO - Making You Pay Well for Growth

POP MART (POP HK) aims to raise up to US$674m in its Hong Kong IPO Pop Mart is the largest and fastest growing pop toy company in China, in terms...

Sumeet Singh

Pop Mart Pre-IPO - Valuation Updates

POP MART plans to raise around US$200-300m in its Hong Kong IPO. Pop Mart is the largest and fastest growing pop toy company in China, in terms of...

Sumeet Singh

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