Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>China's State Administration for Market Supervision is reviewing <strong><a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a></strong>'s privatisation as a simple case. </li>
<li>With the key regulatory pre-condition all but satisfied, the Scheme timeline will significantly shorten from hereon. </li>
<li>Expect shares to narrow into terms at the bell tomorrow. </li>
</ul>


China's State Administration for Market Supervision is reviewing Razer Inc (1337 HK)'s privatisation as a simple case. 
With the key regulatory pre-condition all but satisfied, the Scheme timeline will significantly shorten from hereon. 
Expect shares to narrow into terms at the bell tomorrow. 


Razer (1337 HK): SAMR Takes It On In Simple Procedure

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 href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a> announced a pre-conditional privatisation offer from Mr Tan, Mr Lim and CVC at HK$2.82 per share, a 55.8% premium to the unaffected price. </li>
<li>The pre-condition is anti-trust approval in several countries. Key conditions are the headcount test and approval by at least 75% disinterested shareholders (&lt;10% of all disinterested shareholders rejection).  </li>
<li>While the offer will leave many disappointed (such as IPO investors), it is reasonable compared to historical share prices and multiples. The gross spread at the last close is 14.6%. </li>
</ul>



Razer Inc (1337 HK) announced a pre-conditional privatisation offer from Mr Tan, Mr Lim and CVC at HK$2.82 per share, a 55.8% premium to the unaffected price. 
The pre-condition is anti-trust approval in several countries. Key conditions are the headcount test and approval by at least 75% disinterested shareholders (&lt;10% of all disinterested shareholders rejection).  
While the offer will leave many disappointed (such as IPO investors), it is reasonable compared to historical share prices and multiples. The gross spread at the last close is 14.6%. 


Razer’s Privatisation Bid by Founders and CVC

<ul>
<li>
<a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a> has announced a pre-conditional <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1202/2021120200081.pdf" target="_blank" rel="noopener">Scheme</a> from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.</li>
<li>The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. </li>
<li>The pre-conditions include PRC anti-trust approval. This <em>should</em> not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. </li>
</ul>



Razer Inc (1337 HK) has announced a pre-conditional Scheme from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.
The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. 
The pre-conditions include PRC anti-trust approval. This should not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. 


<div>
<p>Last Friday (the 29 October), <a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a>'s shares went into a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1029/2021102900327.pdf" target="_blank" rel="noopener">trading halt</a> prior to the morning secession "<em>pending the release of an announcement in relation to inside information of the Company and pursuant to the Hong Kong Code on Takeovers and Merger</em>".</p>
<p>A follow-up <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1029/2021102901424.pdf" target="_blank" rel="noopener">announcement</a> that evening said Min-Liang Tan (CEO and major shareholder with 234.35%) and Lim Kaling (NED, holding 23.46% of shares out) were in preliminary discussions with financial investors, which may or may not lead to a general offer.</p>
<p>Shares wobbled after the resumption of trading today, before closing up 7.7%. </p>
</div>
<div>
<p>This insight provides a brief background on Razer, plus speculates on a fair price should a firm Offer unfold. </p>
</div>


Last Friday (the 29 October), Razer Inc (1337 HK)'s shares went into a trading halt prior to the morning secession "pending the release of an announcement in relation to inside information of the Company and pursuant to the Hong Kong Code on Takeovers and Merger".
A follow-up announcement that evening said Min-Liang Tan (CEO and major shareholder with 234.35%) and Lim Kaling (NED, holding 23.46% of shares out) were in preliminary discussions with financial investors, which may or may not lead to a general offer.
Shares wobbled after the resumption of trading today, before closing up 7.7%. 


This insight provides a brief background on Razer, plus speculates on a fair price should a firm Offer unfold. 


Razer (1337 HK): Game On As Founders Mull Offer

<p><a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a> designs and builds gamer-focused ecosystem of hardware, software, and services. It offers gaming peripherals and hardware, as well as virtual credit services and offline-to-online digital payment networks. Razer was listed on the HKEx in November 2017 to raise net proceeds of HK$3,930.7 million ($505 million) at HK$3.88 per share. </p><p>On Friday after market close, Razer announced that Mr Min-Liang Tan (co-founder, CEO and Chairman) and Mr Lim Kaling (a founding investor and non-executive director) are in preliminary discussions with financial investors to explore the possibility of a transaction involving Razer. The transaction may or may not lead to a general offer for the shares. The Board cautions that no decision has been made by Mr Tan and Mr Lim on whether to proceed with any transaction. </p><p>Mr Tan represents 3,009.3 million shares or 34.35% of outstanding shares and Mr Lim represents 2,054.8 million shares or 23.46% of outstanding shares. Consequently, Mr Tan and Mr Lim together represent 57.81% of outstanding shares.</p><p>Despite improving financial performance and strong 1H21, the shares are trading -14% and -49% below its 1-year VWAP and IPO price, respectively. Razer is cash rich with the net cash (including leases) accounting for around 23% of the market cap. Also, on 3 June 2021, Mr Tan and Mr Lim sold a combined 275 million shares (3.09% of the total issued share capital at that time) at HK$2.405 per share for financial management purposes. In this context, it is unsurprisingly that Mr Tan and Mr Lim are in discussions with financial investors. </p><div class="content-highlight"><p>While we think there is a good chance that a transaction materialises, the shares continue to be attractive on an underlying basis. Our base-case SoTP valuation of HK$2.47 per share implies a 26% upside to the last close price of HK$1.96 per share.</p></div>

Razer Inc (1337 HK) designs and builds gamer-focused ecosystem of hardware, software, and services. It offers gaming peripherals and hardware, as well as virtual credit services and offline-to-online digital payment networks. Razer was listed on the HKEx in November 2017 to raise net proceeds of HK$3,930.7 million ($505 million) at HK$3.88 per share. On Friday after market close, Razer announced that Mr Min-Liang Tan (co-founder, CEO and Chairman) and Mr Lim Kaling (a founding investor and non-executive director) are in preliminary discussions with financial investors to explore the possibility of a transaction involving Razer. The transaction may or may not lead to a general offer for the shares. The Board cautions that no decision has been made by Mr Tan and Mr Lim on whether to proceed with any transaction. Mr Tan represents 3,009.3 million shares or 34.35% of outstanding shares and Mr Lim represents 2,054.8 million shares or 23.46% of outstanding shares. Consequently, Mr Tan and Mr Lim together represent 57.81% of outstanding shares.Despite improving financial performance and strong 1H21, the shares are trading -14% and -49% below its 1-year VWAP and IPO price, respectively. Razer is cash rich with the net cash (including leases) accounting for around 23% of the market cap. Also, on 3 June 2021, Mr Tan and Mr Lim sold a combined 275 million shares (3.09% of the total issued share capital at that time) at HK$2.405 per share for financial management purposes. In this context, it is unsurprisingly that Mr Tan and Mr Lim are in discussions with financial investors. While we think there is a good chance that a transaction materialises, the shares continue to be attractive on an underlying basis. Our base-case SoTP valuation of HK$2.47 per share implies a 26% upside to the last close price of HK$1.96 per share.

United States

Razer Inc. is a global lifestyle brand for gamers. The Company offers an integrated gamer-focused ecosystem of hardware, software and services. Razer's hardware ranges from gaming peripherals to gaming laptops and mobile devices. Razer's software platform includes Razer Synapse, Razer Chroma, and Razer Cortex. Razer also offers Razer Gold, a virtual credit services for gamers.

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Razer Inc (1337 HK)

Razer (1337 HK): SAMR Takes It On In Simple Procedure

SAMR is reviewing Razer Inc (1337 HK) privatisation as a simple case. With the key regulatory pre-condition all but satisfied, expect the Scheme...

David Blennerhassett

Razer’s Privatisation Bid by Founders and CVC

While the HK$2.82 per share offer will leave many disappointed (such as IPO investors), it is reasonable compared to historical share prices and...

Arun George

Razer (1337 HK): Game On As Founders Mull Offer

Razer is in play. This was a buy when shares were off ~5% today. This still looks like a buy after closing at $2.11, up 7.7%. I think you're...

David Blennerhassett

Razer Potentially in Play?

Razer announced that Mr Tan and Mr Lim are in discussions with investors on a possible transaction that may lead to a general offer. The shares...

Arun George

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52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Razer (1337 HK): SAMR Takes It On In Simple Procedure

SAMR is reviewing Razer Inc (1337 HK) privatisation as a simple case. With the key regulatory pre-condition all but satisfied, expect the Scheme...

David Blennerhassett

Razer’s Privatisation Bid by Founders and CVC

While the HK$2.82 per share offer will leave many disappointed (such as IPO investors), it is reasonable compared to historical share prices and...

Arun George

Razer (1337 HK): $2.82/Share Final Offer

I'd be a buyer up to $2.50/share or 13%/27% gross/annualised. That may seem wide, but given Hong Kong's M&A bloodbath this year, this seems a...

David Blennerhassett

Razer (1337 HK): Game On As Founders Mull Offer

Razer is in play. This was a buy when shares were off ~5% today. This still looks like a buy after closing at $2.11, up 7.7%. I think you're...

David Blennerhassett

Razer Potentially in Play?

Razer announced that Mr Tan and Mr Lim are in discussions with investors on a possible transaction that may lead to a general offer. The shares...

Arun George