Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

HK Type 4 license through Ballingal Investment Advisors Ltd. 

I'm a highly experienced sell-side analyst with in excess of 22 years of covering Asia Pacific equities, the past 19 years immersed in event strategies encompassing M&A risk arbitrage, directional long/short, stub trades and restructuring.  

My background also includes accountancy (liquidation/bankruptcy/receivership) earlier in my career and as a chief financial officer of a global commodity company based in the US and Mexico.

Pan-Asia Catalysts/Events

ICar (ICQ AU): Scheme Booklet Out. Meeting on 31 January

Carsome: A Paradigm of Circular Economy and Unsung Hero in the Decarbonisation of Transportation

Quiddity Advisors

Event-Driven

<div>
<p>Back on the 30 October 2020, automotive portal play <a href="https://www.smartkarma.com/entities/icar-asia-ltd" target="_blank" data-smartkarma-citation="entities:17682:1" rel="noopener">iCar Asia Ltd (ICQ AU)</a> fielded a non-binding <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02301823-3A554168?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">proposal</a> from China-based <a href="https://www.smartkarma.com/entities/autohome-inc" target="_blank" data-smartkarma-citation="entities:33492:1" rel="noopener">Autohome (2518 HK)</a> at A$0.50/share. Minimal updates followed as negotiations between the two parties appeared to have stalled.</p>
<p>On the 13 July this year, iCar <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02394670-3A570637?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it had received a non-binding proposal from privately-held Malaysian-based Carsome Group to acquire 100% of iCar's shares for A$0.55/share by way of a Scheme.</p>
</div>
<div>
<p>In addition,  Carsome entered into an agreement with Catcha Group, iCar's largest shareholder at the time, to acquire 19.9% of shares out in iCar via the issuance of shares in Carsome. That side agreement was conditional on ASIC relief. <em>(ASIC relief was received on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02406897-3A572744?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">13 August</a>, and the share transfer competed on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02416345-3A574854?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">1 September</a>.)</em></p>
<p>On the 20 July, iCar <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02396948-3A570980?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">granted</a> Carsome due diligence access. This access was not exclusive. Separately, Autohome informed iCar that it had decided to terminate discussions in relation to the acquisition of iCar.</p>
<p>Exclusive DD through to the 8 September was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02400507-3A571613?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">granted</a> on the 29 July after iCar and Carsome entered into a process deed. On the 9 September, Carsome <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02419518-3A575449?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">requested</a> an extension of the exclusivity period to the 30 September, then to automatically to the 30 October, provided Carsome had completed DD by the 30 Sept. iCar's board <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02422437-3A576014?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">agreed</a> to the extension on the 16 September. </p>
<p>After completing the DD on the 1 October, Carsome <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02429764-3A577203?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">advised</a> iCar it would <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02429764-3A577203?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">revise down</a> its indicative Offer to A$0.53-$0.54/share. </p>
<p>Yesterday iCar and Carsome <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02436657-3A578395?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">entered</a> into Scheme Implementation Deed with a Scheme consideration of A$0.53/share.</p>
<p>This looks done. More below the fold. </p>
</div>


Back on the 30 October 2020, automotive portal play iCar Asia Ltd (ICQ AU) fielded a non-binding proposal from China-based Autohome (2518 HK) at A$0.50/share. Minimal updates followed as negotiations between the two parties appeared to have stalled.
On the 13 July this year, iCar announced it had received a non-binding proposal from privately-held Malaysian-based Carsome Group to acquire 100% of iCar's shares for A$0.55/share by way of a Scheme.


In addition,  Carsome entered into an agreement with Catcha Group, iCar's largest shareholder at the time, to acquire 19.9% of shares out in iCar via the issuance of shares in Carsome. That side agreement was conditional on ASIC relief. (ASIC relief was received on the 13 August, and the share transfer competed on the 1 September.)
On the 20 July, iCar granted Carsome due diligence access. This access was not exclusive. Separately, Autohome informed iCar that it had decided to terminate discussions in relation to the acquisition of iCar.
Exclusive DD through to the 8 September was granted on the 29 July after iCar and Carsome entered into a process deed. On the 9 September, Carsome requested an extension of the exclusivity period to the 30 September, then to automatically to the 30 October, provided Carsome had completed DD by the 30 Sept. iCar's board agreed to the extension on the 16 September. 
After completing the DD on the 1 October, Carsome advised iCar it would revise down its indicative Offer to A$0.53-$0.54/share. 
Yesterday iCar and Carsome entered into Scheme Implementation Deed with a Scheme consideration of A$0.53/share.
This looks done. More below the fold. 


ICar (ICQ AU) & Carsome Enter Into Scheme