Brief USA: Up Fintech (Tiger Brokers) Pre-IPO Quick Note – Much Too Reliant on IBKR and more

In this briefing:

1. Up Fintech (Tiger Brokers) Pre-IPO Quick Note – Much Too Reliant on IBKR
2. Sea Ltd: Further Share Re-Rating After a 35% Daily Gain? Why Not?
3. Versum Materials – Entegris Beaten to the Punch by Merck KGaA
4. Global Bottoming Process Continues; Remain Overweight China
5. Tesla – Truth and Consequences

1. Up Fintech (Tiger Brokers) Pre-IPO Quick Note – Much Too Reliant on IBKR

Up Fintech (TIGR US) plans to raise up to US$150m in its US listing. The company counts Xiaomi Corp (1810 HK) and Interactive Brokers Group, Inc (IBKR US) as its main investors.

While TIGR has grown at a stupendous pace over the past three years, it has been able to do so owing to IBKR doing most of the heavy lifting of execution and clearing. While its trying to change that now, nearly all the revenue is still being driven by its IBKR affiliation.

I’ve covered some of the aspects of TIGR’s model in Futu Holdings IPO Quick Note – Comparison with Tiger Brokers – Same Market, Different Economics. In this insight, I’ll take a quick look at the company’s performance and the issues highlighted above. 

2. Sea Ltd: Further Share Re-Rating After a 35% Daily Gain? Why Not?

• The biggest positive surprise from Sea Ltd’s (SE US) conference call is strong 2019 adjusted sales guidance: 82%-97% YoY growth for Garena (digital entertainment division) and 117-127% YoY growth for Shopee (e-commerce arm).
• Management expects first positive quarterly EBITDA for Shopee Taiwan operations in 1Q19, indicating there is a path to profitability for Shopee’s business model.
• Another great news: management expresses high confidence that Shopee’s S&M expenses in terms of absolute dollars would trend down in 2019, vs. 2018.
• After a 35% daily share gain on 27 Feb, SE trades at 4.1x 2019E P/adjusted revenue excl. 1P sales, yet still a whopping 49% discount to Pinduoduo’s (PDD US) 8.1x P/S.

3. Versum Materials – Entegris Beaten to the Punch by Merck KGaA

Merck KGaA (MRK GY), the German pharmaceutical and chemical company, gatecrashed the Entegris Inc (ENTG US) merger with Versum Materials (VSM US) the morning of February 27, 2019, with the announcement of a $48 per share cash acquisition proposal that was presented to Versum’s board of directors that same day. Versum, which was spun out of Air Products & Chemicals, Inc (APD US) in 2016, is a global provider of solutions (Materials and Delivery Systems and Services) to the semiconductor and display industries.

On January 28, 2019, a day after the WSJ broke the story that Versum and Entegris were in talks, the companies announced a $9 billion (combined value) merger of equals whereby each VSM share would receive a fixed exchange ratio of 1.12 ENTG shares, resulting in VSM holders owning 47.5% of the combined company and ENTG holders owning the other 52.5%. The deal was well received with both companies’ shares climbing steadily since the announcement.

However, these best laid plans took a Teutonic turn when the other Merck (Merck KGaA, the German pharmaceuticals and chemicals group unaffiliated with Merck & Co Inc. (MRK US) of the USA) threw its hat in the ring.

According to Merck, its Executive Board unanimously approved its proposal and is fully committed to pursuing the transaction. Merck said it is prepared to proceed immediately to due diligence and negotiations and to quickly agree to a merger agreement. It further stated the completion of the offer will be subject to customary closing conditions, including the receipt of necessary regulatory clearances.

The $48 per share proposed price is a 51.7% premium over VSM’s January 25, 2019 share price just prior to the announcement of the Versum/Entegris merger and a 15.9% premium over VSM’s closing price on February 26, 2019.

The ball is now in the VSM board of directors’ court and below we’ll look at how the board might react and where the chips may fall.

4. Global Bottoming Process Continues; Remain Overweight China

The MSCI ACWI and ACWI ex-US have managed to break above their respective 200-day moving averages, and are now bumping up against overhead resistance.  Supportive of a bottoming global market, cyclical Sectors are emerging as leadership. We examine the technical state of major developed and EM markets and highlight in today’s report and highlight attractive and actionable stocks within the Materials, Manufacturing, and Technology sectors.

5. Tesla – Truth and Consequences

Tesla’s problems aren’t going away, they’re escalating:

• Elon Musk is in trouble again with the SEC;
• Tesla’s brand-new general counsel is leaving after just two months on the job;

• Consumer Reports withdrew its recommendation on the flagship Model 3 due to serious quality and reliability concerns–not actually surprising given increasing risks I have tracked  with Tesla quality controls curtailed and flawed cars increasingly delivered to customers (see “Musk and Weird Q3 Developments Are Driving Investors to Telsa’s Rivals” and “Tesla – Dave’s Not Here, and Musk Won’t Leave” and “Tesla: Down to the Wire”).

• The 2018 10-K filing confirms Tesla’s operations still are not generating consistently sustainable profits or cash flow unvarnished by substantial boosts from accounting maneuvers and unusual items as seen with the “miracle” third quarter (see “Great Magic Trick Tesla; Now Do it Again“)
• Which is bad news for first quarter results already foundering with pricing cuts, rising costs, unhappy customers, and escalating demand pressure;
• Plus liquidity strain worsened by $920 million in cash due to go out on March 1st to pay off maturing convertible bonds.
• Tesla Shanghai Gigafactory construction is underway and yet still not fully funded after at least six months of negotiations with bankers, and thus may also be developing differently versus what Tesla has presented (adding to my previously noted concerns in “Tesla – Shanghai Surprise“).

The common theme here is that all these problems were preventable, avoidable, and unnecessary. 

That’s not going away any time soon–as long as Musk remains in complete control.

How long will that be? 

Good question–Read on as Bond Angle analysis continues.