Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<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

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

<ul>
<li>Back on the <a href="https://investor.chindatagroup.com/static-files/cb5912cf-662a-4900-8c41-751c53513ef4" target="_blank" rel="noopener">11 August</a>, Chinese data center provider <a href="https://www.smartkarma.com/entities/chindata-group-holdings-adr" target="_blank" data-smartkarma-citation="entities:29274:1" rel="noopener">Chindata Group (CD US)</a> and major shareholder Bain Capital entered into a definitive agreement at US$8.60/ADS.</li>
<li>The EGM was held yesterday, the 4 December, and the merger was approved by 97.75% of the total votes cast. No specific PRC regulatory approval is needed for this merger. </li>
<li>All good right? Not quite. There's still the nagging issue involving 22.79% of shares out objecting to the deal, exceeding the 12% dissenting threshold, a condition to the merger. </li>
</ul>


Back on the 11 August, Chinese data center provider Chindata Group (CD US) and major shareholder Bain Capital entered into a definitive agreement at US$8.60/ADS.
The EGM was held yesterday, the 4 December, and the merger was approved by 97.75% of the total votes cast. No specific PRC regulatory approval is needed for this merger. 
All good right? Not quite. There's still the nagging issue involving 22.79% of shares out objecting to the deal, exceeding the 12% dissenting threshold, a condition to the merger. 


Dissenters Mobilise As Chindata (CD US)'s Shareholders Approve Bain's Offer

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.

<ul>
<li>A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Indonesia, Malaysia, Thailand and Chinese ADRs.</li>
<li>On the ECM front, <a href="https://www.smartkarma.com/entities/wm-motor-technology-co-ltd" target="_blank" data-smartkarma-citation="entities:29225:1" rel="noopener">WM Motor Technology Co Ltd (WMT CH)</a> filed for a US$1bn IPO and <a href="https://www.smartkarma.com/entities/gogox-holdings" target="_blank" data-smartkarma-citation="entities:35556:1" rel="noopener">GoGoX Holdings (GOGO HK)</a> aims to shortly launch a US$100-150m IPO.</li>
<li>On the Event-Driven front, key developments at <a href="https://www.smartkarma.com/entities/xiamen-international-port-h" target="_blank" data-smartkarma-citation="entities:5390:1" rel="noopener">Xiamen International Port H (3378 HK)</a>, <a href="https://www.smartkarma.com/entities/link-net-tbk-pt" target="_blank" data-smartkarma-citation="entities:1050:1" rel="noopener">Link Net (LINK IJ)</a>, <a href="https://www.smartkarma.com/entities/link-administration-holdings-ltd" target="_blank" data-smartkarma-citation="entities:970:1" rel="noopener">Link Administration Holdings (LNK AU)</a>, <a href="https://www.smartkarma.com/entities/yancoal-australia-ltd" target="_blank" data-smartkarma-citation="entities:4145:1" rel="noopener">Yancoal Australia (YAL AU)</a>, <a href="https://www.smartkarma.com/entities/cocoaland-holdings-bhd" target="_blank" data-smartkarma-citation="entities:493:1" rel="noopener">Cocoaland Holdings (COLA MK)</a>.  </li>
</ul>


A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Indonesia, Malaysia, Thailand and Chinese ADRs.
On the ECM front, WM Motor Technology Co Ltd (WMT CH) filed for a US$1bn IPO and GoGoX Holdings (GOGO HK) aims to shortly launch a US$100-150m IPO.
On the Event-Driven front, key developments at Xiamen International Port H (3378 HK), Link Net (LINK IJ), Link Administration Holdings (LNK AU), Yancoal Australia (YAL AU), Cocoaland Holdings (COLA MK).  


Weekly Deals Digest (5 Jun): Link Admin, Cocoaland, Xiamen Port, Link Net, WM Motor, GOGOX, Yancoal

Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/gogox-holdings" target="_blank" data-smartkarma-citation="entities:35556:1" rel="noopener">GoGoX Holdings (GOGO HK)</a> is a major online intra-city logistics platform in Asia. It is pre-marketing an HKEx IPO to raise US$200 million, according to press reports.   </li>
<li>The fundamentals are unattractive as intensifying competition is pressuring growth, increasing losses and spurring cash burn.   </li>
<li>As the losses and cash burn is expected to persist over the next three years, we would give the IPO a pass. </li>
</ul>



GoGoX Holdings (GOGO HK) is a major online intra-city logistics platform in Asia. It is pre-marketing an HKEx IPO to raise US$200 million, according to press reports.   
The fundamentals are unattractive as intensifying competition is pressuring growth, increasing losses and spurring cash burn.   
As the losses and cash burn is expected to persist over the next three years, we would give the IPO a pass. 


GOGOX IPO Initiation: A Less than Perfect Delivery

China

58.Com, Inc. operates as a local life service platform. The Company transfers products and services between purchasers and sellers. 58.Com offers housing rental, recruitment, second-hand product, travel, catering, entertainment, and group-buying information and services.

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58.Com Inc Adr (WUBA US)

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

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

Dissenters Mobilise As Chindata (CD US)'s Shareholders Approve Bain's Offer

This is done. Trading at a 2% gross spread to terms, or ~14% annualised assuming late-Jan completion. Not bad. Not great. It was certainly more...

David Blennerhassett

Weekly Deals Digest (5 Jun): Link Admin, Cocoaland, Xiamen Port, Link Net, WM Motor, GOGOX, Yancoal

Last week, notable developments occurred in Event-Driven (Xiamen Port, Link Net, Yancoal, Link, AOF, Cocoaland, AKM, Irongate, Virtus Health) and...

Arun George

GOGOX IPO Initiation: A Less than Perfect Delivery

GOGOX is pre-marketing an HKEx IPO to raise US$200 million, according to press reports. We believe that the fundamentals are unattractive and we...

Arun George

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