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 <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

<ul>
<li>Back on the 7 June, <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> announced Bain Capital's NBIO to buy all shares of the Chinese data center provider it does not already own for $8/ADS.</li>
<li>On the <a href="https://investor.chindatagroup.com/news-releases/news-release-details/chindata-group-receives-non-binding-take-private-proposal-cmc" target="_blank" rel="noopener">13 July</a>, Chindata announced that China Merchants Capital has made an NBIO at $9.20/ADS.</li>
<li>Now Bain has entered into a definitive agreement with Chindata at US$8.60/ADS. Bain holds more than 2/3s of Chindata to vote this through. And there is no PRC regulator approval.</li>
</ul>


Back on the 7 June, Chindata Group (CD US) announced Bain Capital's NBIO to buy all shares of the Chinese data center provider it does not already own for $8/ADS.
On the 13 July, Chindata announced that China Merchants Capital has made an NBIO at $9.20/ADS.
Now Bain has entered into a definitive agreement with Chindata at US$8.60/ADS. Bain holds more than 2/3s of Chindata to vote this through. And there is no PRC regulator approval.


<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> has entered a definite agreement with Bain Capital at US$8.60 per ADS, 7.5% higher than its previous offer of US$8.00 per ADS.</li>
<li>Completion is conditional on shareholder approval, dissenting shareholders representing less than 12% of outstanding shares and any applicable regulatory approvals. The completion conditions should be met.</li>
<li>CMC’s offer, while higher, does not meet the "superior proposal" criterion. At the last close price and December-end completion, the gross and annualised spread is 6.0% and 16.6%, respectively.</li>
</ul>



Chindata Group (CD US) has entered a definite agreement with Bain Capital at US$8.60 per ADS, 7.5% higher than its previous offer of US$8.00 per ADS.
Completion is conditional on shareholder approval, dissenting shareholders representing less than 12% of outstanding shares and any applicable regulatory approvals. The completion conditions should be met.
CMC’s offer, while higher, does not meet the "superior proposal" criterion. At the last close price and December-end completion, the gross and annualised spread is 6.0% and 16.6%, respectively.


Chindata (CD US): Bain’s Binding Proposal at US$8.60 Per ADS

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.


China

Chinasoft International Limited develops and provides solutions in China to government authorities and its IT (Information Technology) service providers. The Company also provides IT consulting and training services, IT outsourcing services and standalone software products.

Hwa Create Co., Ltd. develops, manufactures, and sells system simulation technologies and solutions.  The Company's products include real time test-and-control systems, projection system integration solutions, and visualization simulation systems.

Taiji Computer Corporation Limited develops, designs, manufactures, sells and repair computer, integrated circuit, software and communication equipment. The Company's services include industry-specific solution, IT consulting, value-added services, and IT infrastructure services.

China TransInfo Technology Co., Ltd. develops industry specific software and provides information system integration services.  The Company's services include IT system design, IT management and consultation, and IT system maintenance.

DHC Software Co., Ltd. develops industrial application software and provides computer system integration services.

PCI-Suntek Technology Co., Ltd. provides customer service solutions for telecommunication service providers, banks, and securities firms.  The Company develops voice service systems, calling center systems, telecommunication operation and maintenance systems, and other value-added service solutions.

Digital China Information Service Company Ltd is principally engaged in systems integration, technical services, application software development and finance special equipment related businesses.

Digital China Information Service (000555 CH)

Richinfo Technology Co., Ltd. operates as a software development company. The Company develops and sells cloud platforms, application management systems, data analysis tools, and other related software. Richinfo Technology markets its products throughout China.

Shanghai AtHub Co., Ltd. is a data center service provider. The Company provides custom scale data center services within the cloud computing industry.

Bringspring Science and Technology Company Limited provides third-party data center services, information technology solutions to key industries and financial IT outsourcing services. The Company's main products include IT services.

Bringspring Science & Technology (300290 CH)

Net One Systems Co., Ltd. designs, installs, maintains and supports computer network systems.  The company also installs computer security related products and integrated audio visual data communication environment system by applying IP (Internet Protocol) technology.  Net One Systems builds virtualized data center environment as well.

Firstsource Solutions Limited provides business process outsourcing services. The Company provides services globally to companies in the banking, financial services, and insurance industries.

CSG Systems International, Inc. provides customer care and billing solutions for cable television providers, direct broadcast satellite providers, on-line services markets, and telephony providers. The Company offers a suite of processing and related services, as well as software and professional services which automate customer care and billing functions.

INFOCOM CORPORATION provides business solutions in information technology.  The Company offers services in such fields as health care, mobile communications, network security, voice recognition, and enterprise resource planning (ERP) systems.  Infocom also provides information distribution and systems management services.

eClerx Services Limited provides data analytics and solutions to global enterprise clients in the financial services, retail and manufacturing industries. The Company offers data analytics, operations management, data audits, metrics management and reporting services.

My E.G. Services Bhd provides E-Services between the Malaysian Government and its citizens and businesses.  The Company's services include electronic delivery of driver and vehicle registrations, licensing and summons services and utility bill payments.

Atea ASA is a Nordic and Baltic supplier of IT infrastructure. Atea delivers IT products from vendors and assist its customers with IT infrastructure services.

Kainos Group plc provides information technology services, consulting, and software solutions. The Company specializes in development of digital technology solutions, software design and agile software development, third-party software integration and implementation services, and technology support services. Kainos Group serves customers worldwide.

Evo Payments, Inc. operates as a payment technology and services provider. The Company offers payment solutions to the merchants ranging from micro-enterprises to multinational companies and organizations. Evo Payments serves customers North America and Europe.

Endava Plc operates as an information technology service company. The Company offers software engineering, cloud transformation, test automation, technology consulting, and other related services. Endava serves finance, insurance and healthcare, retail and consumer goods, media and technology, and communication industries worldwide.

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

Chindata Backs Bain's Revised Terms

Chindata is still cheap. But Bain & Co have the necessary votes to push this through. Trading at a 6% gross spread to terms, or ~13% annualised...

David Blennerhassett

Chindata (CD US): Bain’s Binding Proposal at US$8.60 Per ADS

Bain's revised offer is still unattractive, but the completion conditions should be met. At the last close price and December-end completion, the...

Arun George

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

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