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/chindata-group-holdings-adr" target="_blank" data-smartkarma-citation="entities:29274:1" rel="noopener">Chindata Group (CD US)</a>’s US$8.60 per ADS offer from Bain Capital is conditional on dissenting shareholders representing less than 12% of outstanding shares. </li>
<li>Oasis Management, an activist fund, <a href="https://investor.chindatagroup.com/static-files/87aad398-55ac-469c-959f-849e42247988" target="_blank" rel="noopener">recently disclosed</a> a shareholding representing 65.9 million ordinary shares, 8.99% of outstanding shares and 1.24% of voting interest. </li>
<li>Precedent transactions where the dissent condition was exceeded suggest two possibilities – the offeror waives the condition or persuades sufficient shareholders to withdraw as dissenters.</li>
</ul>



Chindata Group (CD US)’s US$8.60 per ADS offer from Bain Capital is conditional on dissenting shareholders representing less than 12% of outstanding shares. 
Oasis Management, an activist fund, recently disclosed a shareholding representing 65.9 million ordinary shares, 8.99% of outstanding shares and 1.24% of voting interest. 
Precedent transactions where the dissent condition was exceeded suggest two possibilities – the offeror waives the condition or persuades sufficient shareholders to withdraw as dissenters.


Chindata (CD US): Maximum Dissent Condition in Focus as Oasis Builds a Stake

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<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 <strong><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></strong> 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

Thematic (Sector/Industry)

<ul>
<li>Seeing as though it is Chinese New Year week, I thought it might be appropriate to conduct a brief analysis of US-listed China plays.</li>
<li>According to a recent US-China Economic and Security Review Commission report, 265 Chinese companies were listed on the NYSE, Nasdaq and NYSE American exchanges in January 2024 worth US$848bn. </li>
<li>That's down from 252 companies worth US$1.03tn a year ago, a 17.5% decline. 91% of the total market capitalization of Chinese firms listed on U.S. exchanges use VIEs.</li>
</ul>


Seeing as though it is Chinese New Year week, I thought it might be appropriate to conduct a brief analysis of US-listed China plays.
According to a recent US-China Economic and Security Review Commission report, 265 Chinese companies were listed on the NYSE, Nasdaq and NYSE American exchanges in January 2024 worth US$848bn. 
That's down from 252 companies worth US$1.03tn a year ago, a 17.5% decline. 91% of the total market capitalization of Chinese firms listed on U.S. exchanges use VIEs.


<ul>
<li>VNET, formerly known as <a href="https://www.smartkarma.com/entities/21-vianet-group-inc-adr" target="_blank" data-smartkarma-citation="entities:8489:1" rel="noopener">21Vianet Group (VNET US)</a>, is a leading carrier and cloud-neutral data centre services provider in China. </li>
<li>It has received a non-binding privatisation proposal from <a href="https://www.hinagroup.com/" target="_blank" rel="noopener">The Hina Group</a> and <a href="https://www.smartkarma.com/entities/industrial-bank-co-ltd" target="_blank" data-smartkarma-citation="entities:19515:1" rel="noopener">Industrial Bank Co Ltd A (601166 CH)</a> at $8.00 per ADS, a 48.1% premium to the undisturbed price. </li>
<li>The Board has not made any decisions on the offer. Despite the juicy premium, the offer is unattractive in the context of historical multiples and share prices.    </li>
</ul>


VNET, formerly known as 21Vianet Group (VNET US), is a leading carrier and cloud-neutral data centre services provider in China. 
It has received a non-binding privatisation proposal from The Hina Group and Industrial Bank Co Ltd A (601166 CH) at $8.00 per ADS, a 48.1% premium to the undisturbed price. 
The Board has not made any decisions on the offer. Despite the juicy premium, the offer is unattractive in the context of historical multiples and share prices.    


VNET’s Languishing Shares Draws an Opportunistic $8.00 Bid

<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

China

Chindata Group Holdings Limited operates as a holding company. The Company, through its subsidiaries, provides carrier-neutral hyperscale data center solutions to analyze, manage, and store data, business systems, and processes. Chindata Group Holdings serves customers worldwide.

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Chindata Group (CD US)

Chindata (CD US): Maximum Dissent Condition in Focus as Oasis Builds a Stake

The transaction received shareholder approval. Dissenting shareholders represent 22.79% of outstanding shares vs. the requirement of less than 12%...

Arun George

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

Musings On US-Listed China Plays

Investors in Chinese companies may be willing to support activities that are contrary to US national interests, including technology used for...

David Blennerhassett

VNET’s Languishing Shares Draws an Opportunistic $8.00 Bid

The Hina Group and Industrial Bank Co have offered $8.00 per ADS, a 48.1% premium to the undisturbed price. However, the offer is unattractive in...

Arun George

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

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