China’s Long-term Apartment Rentals Startups

After WeWork’s unsuccessful IPO, several long-term apartment rentals startups in China are preparing to list on Nasdaq. Q&K (青客公寓) will likely be the first, planning to raise $100 million, according to the SEC filing.

Firms like Q&K will lease apartments from individual landlords, renovate the space with uniform styles, and then sublease fully-furnished rooms to tenants, who are mainly young urbanites looking for affordable housing. Q&K reported a net revenue of USD 129.6 million in the fiscal year 2018, up 70.3% year-on-year. Net losses however doubled to USD 72.8 million in the same period. [kr-asia]

I do believe they are similar to WeWork in many aspects.

Q&K is more like a test for investors’ current appetite (especially needed after WeWork), with two other bigger players waiting in line. Not surprisingly, those are backed by Alibaba and Tencent respectively.

Ant Financial-backed Danke (蛋壳公寓) and Tencent-backed Ziroom (自如) both are also looking for an IPO to raise $500 million – $1 billion.

Danke raised $500 million in February 2019.

Ziroom raised $500 million in June 2019.

 

Corporate Acquisitions in Cybersecurity Space

Cyber-security has been a hot space for investments and acquisitions. With Thoma Bravo buying Sophos Group for $3.8 billion this week, here is a roundup of selected corporate M&As happened since 2018.

Corporate acquisitions

cloud services infrastructure protection – Palo Alto Networks to acquire Evident for $300 million (2018.3)

Endpoint Detection and Response (EDR) – Palo Alto Networks to Acquire Secdo for $100 million (2018.4)

unified access security and multi-factor authentication – Cisco to acquire Duo System for $2.35 billion (2018.8)

Cloud Security – Check Point to Acquire Dome9 for $175 million (2018.10)

Operational Technology (OT) network security – Forescout to acquire SecurityMatters for $113 million (2018.11)

AI based endpoint cybersecurity – Blackberry to acquire Cylance for $1.4 billion (2018.11)

network and endpoints protections – Carbonite to acquire Webroot for $618.5 million (2019.2)

security orchestration, automation and response (SOAR) – Palo Alto Networks to acquire Demisto for $560 million (2019.2)

enterprise security –  Broadcom to acquire Symantec’s enterprise business for $10.7 billion (2019.8)

The Companies To Watch After WeWork

Following WeWork’s unsuccessful IPO (so far), people became more concerned with valuations similar companies – as Morgan Stanley says WeWork’s failed IPO marks the end of an era for unprofitable unicorns and its struggles share eerie similarities to three other market tops throughout history.

Source: Nasdaq

In public, the chairman of Softbank, Masayoshi Son commented that WeWork and Uber may be losing money now, but they will be substantially profitable in 10 years’ time.

Meanwhile, there are a bunch of other similar companies of watch and we can see what other investors are thinking.


City Storage Systems (CSS)

formerly called CloudKitchens, or “WeWork for Food”, led by Uber ex-CEO Travis Kalanick, with $150 million funding announced in March 2018.

Travis announced that he would be starting a new fund with his windfall from Uber shares sold in its most recent major secondary round. At the time, Kalanick said the new fund — called 10100, or “ten one hundred” — would be geared toward “large-scale job creation,” with investments in real estate, ecommerce, and “emerging innovation in India and China.” CSS has two businesses, CloudKitchens and CloudRetail (controlled with one entity I assume), which focus on redevelopment of distressed assets in those two areas. [Crunchbase]

And in Feb 2019, Travis Kalanick said to plot China comeback with ‘shared kitchen’ business – CloudKitchens in China, partnering with Zhang Yanqi, former COO of ofo.

OYO

also backed by SoftBank, started from assembling hotel rooms under its brand and management system in India.

Source: oyorooms

OYO CEO purchased $2 billion shares of its company this summer at a valuation of $10 billion. After the deal, Mr. Agarwal’s stake in Oyo will rise to 30% from around 10%. Of the $2bn, Mr Agarwal spent $1.3bn on a secondary purchase that saw US backers Lightspeed Venture Partners and Sequoia Capital partly cash out.

And this week, OYO raised another $1.5 billion. The remaining $700m from the previous $2 billion is included in this round.

It also recently announced a $300m investment in the US, where it has 50 hotels.

Besides it core business, OYO expanded into businesses like cloud kitchen (through acquisition of  FreshMenu for about $60 million) and co-working as well (through acquisition of  Innov8 for $30 million)

The Office Group (“TOG”)

acquired by Blackstone, the traditional and one of the largest real estate players in the work, back in June 2017 for approximately £500m.

Source: The Office Group

But with a different type of investor, TOG might be on the path of growing profits.

Its financial results for 2015 reported its EBITDA up 33% to £15.4m (2014: £11.6m), and revenues up 62% to £54.3m (2014: £33.6m). TOG is London’s largest privately-owned occupier of office space (at least by that time). [leadersleague]

Airbnb

In September, Airbnb announces it will go public in 2020, after WeWork’ delayed IPO.

It reported “substantially” more than $1 billion in revenue in Q3 2018.

Earlier this year, Airbnb sold common shares at a price that values the home-rental startup at roughly $35 billion. The company priced its equity at about $120 per share when it purchased the last-minute room provider HotelTonight for $450 million. [recode]

And in August, Airbnb announced the acquisition of Urbandoor, a platform that offers extended stays to corporate clients.

In June, it launched Airbnb Luxe, another tier besides Airbnb Plus introduced in February 2018.

Source: Airbnb

What’s Up In Beer

An shrinking industry with huge impacts

Source: Statista

Also – a report on beer that includes 2011-2016 beer consumption growth by country.

So ~200,000,000,000 liters divided by world population of 7,500,000,000 = 26.67 liters per person annually.

Say a can of beer is 330 ml – then each person is consuming ~80 cans per year.

That is a larger than I expected.

Although beer still needs to compete with wines, spirits and others for total alcohol consumption, it is still the no.1 source of alcohol (worldwide, but varies by country) – the impacts on everyday life are huge!

A better graphic illustration of alcohol consumption can be found here. A few screenshots are listed below.

Trends: to more premium options & to craft beer

Source: brewersassociation.org, R.S. Weinberg, Beer Marketer’s Insights, and the Brewers Association

In the US, craft beers is a growing sector while the overall beer sales is declining in 2018.

Source: brewersassociation.org

And the number of brewpubs is growing rapidly in recent years in the US.

Source: brewersassociation.org

And stories have been told, for example, Corono has been very popular and growing fast in China.

Source: AB InBev

On a conference call following the release of Q1 2018 results yesterday, Carlos Brito told analysts that AB InBev’s more expensive offerings are doing “very well” in China. He singled out Corona, which became the number one imported beer in China in the three-month period. The brand “[is] growing very rapidly”, Brito added. A-B InBev boasts around a 20% market share in the country, with strength coming from its premium and super-premium brands. [just-drinks.com]

And sales of Budweiser in China overtook those in America in the first half of 2018. [beveragedaily.com]

Corona’s parent company Modelo was acquired by AB InBev in 2012 for $20 billion at an enterprise value to EBITDA multiple of 15.4 times.

Series F-5: Other Business Developments of Fosun Tourism Group

Vigor

In November 2012, Fosun Group acquired a 20 percent stake in Taiwan’s pastry maker Vigor Kobo for 77 million yuan ($12.26 million).

It was transferred to the Fosun Tourism Group in April 2018 (then 18.68% equity interests in Vigor Kobo Co., Ltd) at a consideration of HKD19,319,787 which was mutually agreed by both parties based on the quoted market price of Vigor.

Thomas Cook

In March 2015, Thomas Cook, one of the world’s leading global leisure travel groups and Fosun entered into a strategic partnership, in which Fosun to become a long term shareholder in Thomas Cook; Fosun has agreed to invest £91.8m for the issue of 73,135,777 new Thomas Cook ordinary shares, representing 5% of the Company’s existing issued ordinary share capital, and intends over time to purchase further Thomas Cook shares on the open market with a view to increasing its shareholding in Thomas Cook up to approximately 10% of the enlarged issued ordinary share capital.

In June 2015, Thomas Cook and Fosun said they are to launch their China JV (called Kuyi, 51% owned by Fosun and 49% by Thomas Cook).

On June, 2018, Fosun Tourism Group acquired 82,546,172 ordinary shares of Thomas Cook, representing approximately 5.37% equity interest in Thomas Cook, from Fosun International for a consideration of GBP89,562,597, which was determined based on the closing price of 25 June 2018.

Fosun Tourism Group later purchased additional shares of Thomas Cook and held in total 6.04% of the equity interest in Thomas Cook as of November 2018.

In June 2019, it was reported that Fosun is in talk to acquire Thomas Cook.

Shanghai Fanyou

In January 2016, Shanghai Fanyou acquired 100% of the equity interests in Beijing Xiuping at a total consideration of RMB1,230,000.

On 28 February 2017, Fosun Tourism Group acquired the entire equity interest in Shanghai Fanyou via Shanghai FTD at a consideration of RMB31,017,100, which was determined based on an independent valuation report of Shanghai Fanyou as of 31 July 2016 and fully settled on 11 May 2018.

Shanghai Miniversity, a company jointly owned by Fanyou (70%) and Mattel (30%), was established to focus on the provision of learning and playing club for children under the Miniversity brand, and our first Miniversity club was opened in February 2018 within Atlantis Sanya.

Atlantis Sanya

Atlantis Sanya is owned by Fosun Tourism Group, and managed by Kerzner, except for Tang Residence. Kerzner is a world-renowned manager of premium properties.

As remuneration for Kerzner ’s services, in respect of each operating year, we pay Kerzner (i) a base management fee in an amount equal to a percentage of gross revenue for such operating year; (ii) a marketing fee in an amount equal to a percentage of gross revenue for such operating year; and (iii) provided that the results of operation of such operating year meet certain thresholds, an incentive management fee in an amount equal to a percentage of the gross operating profit threshold plus a percentage of the gross operating profit in excess of the threshold.

In 2014, Hainan Atlantis commenced construction of Atlantis Sanya. Atlantis Sanya had its soft opening in February 2018 and officially opened in April 2018.

Planned tourism destination projects – Lijiang

Fosun Tourism Group plans to establish, manage and operate a tourism destination with a total GFA of approximately 350,000 square meters in Baisha town in Lijiang city, Yunnan province in southwestern China (the “Lijiang Project”).

The construction of the Lijiang Project is expected to be completed in stages starting from either late 2020 or early 2021 and achieve full completion in the following two to three years. The estimated cost expected to be incurred in the next few years for the Lijiang Project is approximately RMB2.4 billion, the majority of which is expected to be construction costs.

Planned tourism destination projects – Taicang

 

Fosun Tourism Group has entered into agreements on and fully paid up the prices of RMB2,245.0 million for the acquisitions of land use rights of land parcels of over 483,000 square meters in total in Taicang city, Jiangsu province in east-central China and plan to establish, manage and operate a tourism destination in Taicang city (the “Taicang Project”) .

The estimated cost to be incurred in the next few years for the Taicang Project is approximately RMB7.7 billion, the majority of which is expected to be construction costs.

 


References

[1] http://www.chinadaily.com.cn/business/2012-11/16/content_15936798.htm

[2] https://www.thomascookgroup.com/investors/insight_external_assest/150306-FINAL-Fosun-RNS.pdf

[3] https://www.marketscreener.com/FOSUN-INTERNATIONAL-LIMIT-6170582/news/Fosun-Forms-Joint-Venture-in-China-with-Thomas-Cook-20550671/

[4] https://www.telegraph.co.uk/business/2016/09/08/thomas-cook-eyes-affluent-chinese-with-fosun-tie-up/

[5] https://news.sky.com/story/thomas-cook-confirms-fosun-takeover-approach-11738803

[5] https://www1.hkexnews.hk/listedco/listconews/sehk/2018/1130/ltn20181130029.pdf

Series F-4: Club Méditerranée After Acquisition

Developments & Improvements

China Developments

During 2015, Club Med opened three new resorts, including a new flagship skiing resort Val Thorens Sensations in the Alps region of France, 52 exceptional villas on the island of Finolhu in the Maldives and the four Trident resort in Dong’Ao Island in China which comes to complete the Dong’Ao five Trident Luxury space opened in 2014. In addition, the fourth resort in China has commenced business in Sanya in January 2016.

In line with Club Med’s development plan, China has become the second largest market after France in 2015, with the number of Chinese tourists increased by 29% year-on-year to 123,000.

In Fosun International 2016 annual report, it says the number of tourists in the Greater China Region recorded 200,000, which was 10 times more than such number at the time before Fosun’s investment in 2010.

In 2016, Club Med opened three new resorts, including Sanya, Beidahu (a skiing resort in Jilin) and Lake Paradise (in the vicinity of Sao Paulo in Brazil).

Therefore in 2016, Club Med has completed its 5-resorts plan with Yabuli, Guilin, Dongao, Sanya and Beidahu openings.

For 2017, Fosun reports that customers from Europe, the Middle East and Africa (EMEA), Americas and Asia increased by approximately 3.0%, 19.6% and 3.9%, respectively, compared to those in 2016.

In addition, Club Med has launched the new brand “Joyview”, offering premium excursion resorts in China. Club Med Joyview Changli Golden Coast and Club Med Joyview Anji opened in January 2018.

In 2018, In Greater China, the second market after France, the number of customers reached 243,000, +22% vs 2017.

In 2019, Club Med will open a Club Med Joyview near Beijing.

Other improvements (payments and mobile)

Club Med said its initiative in 2016 to include the ability to pay by WeChat in China is successful.

In 2017, Club Med signed a partnership with UnionPay International and adopted the UnionPay card. By partnering with UnionPay International, Club Med now offers to its Asian and particularly Chinese customers staying in its resorts in France, a new payment method to facilitate and secure their banking transactions abroad.

In 2018, mobile is becoming the key digital tool, generating over 50% of traffic.

Global developments and improvements

Club Med opened Club Med Grand Massif Samoëns Morillon Resort in the French Alps and Club Med Tomamu Resort in Hokkaido, Japan in December 2017.

In another statement, Club Med said in 2017 investment by Club Med’s real estate partners added more than €300 M.

Central America – In the Caribbean, in Turks and Caicos, Club Med Turquoise has undergone major renovation to become a 4 Trident resort. Located on Grace Bay, which CNN Travel and Trip Advisor voted the most beautiful beach in the world at the start of this year, the resort is mainly aimed at adults, couples and groups of friends.

Europe – In Sicily, in the magnificent location of historic Cefalù, Club Med is to inaugurate its first 5 Trident Exclusive Collection Mediterranean resort on June. Finally, a new mountain resort is to open in December 2018: Les Arcs Panorama[10] in the heart of Paradiski in the French Alps. This will be a 4 Trident, with an Exclusive Collection Space (5 Trident Space).

In 2019, Club Med will open a new 4 Tridents resort in l’Alpe d’Huez and the construction of two new mountains resorts is starting: in France new chalets-apartments in Grand Massif Samoens Morillon and in Canada in Quebec Charlevoix.

In 2019, Club Med will open a new Club Med Exclusive Collection resort, Michès Playa Esmeralda in the Dominican Republic. Also, the construction of two new resorts has started: one Club Med Exclusive Collection resort in the Seychelles on the island of Sainte-Anne and a seaside 4 Tridents resort in Spain, Marbella.

 


References

[1] http://corporate.clubmed/wp-content/uploads/2015/07/Press-release-Grand-Opening-Dongao-Island-2015-EN.pdf

[2] https://www1.hkexnews.hk/listedco/listconews/sehk/2016/0428/ltn20160428889.pdf

[3] https://www1.hkexnews.hk/listedco/listconews/sehk/2017/0420/ltn201704201608.pdf

[4] https://blog.clubmed.com.au/blog/tag/Club+Med+Beidahu

[5] https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0426/ltn201804262072.pdf

[6] http://corporate.clubmed/wp-content/uploads/2019/03/Club-Med-Press-Release-2018-Business-overview-activity1.pdf

[7] http://corporate.clubmed/wp-content/uploads/2017/02/CP_Club-Med_Corporate_26-january-2017_ENG.pdf

[8] http://corporate.clubmed/wp-content/uploads/2017/08/Club-Med-signed-a-partnership-with-UnionPay-International-and-adopted-the-UnionPay-card.pdf

[9] http://corporate.clubmed/wp-content/uploads/2018/04/Press-Release-Club-Med-2017-Business-overview-result.pdf

[10] http://corporate.clubmed/wp-content/uploads/2018/12/Press-release-Inauguration-Club-Med-Les-Arcs-Panorama.pdf

Series F-1: Fosun’s Acquisition of Club Méditerranée (3)

Calendar Year 2014: Bidding War

Court decision – reject challenge

In early April 2014, Ardian said they (Ardian + Fosun) won’t raise Club Med offer, several weeks before the court decision.

On April 29, 2014, the Paris court rejected a shareholders challenge to a bid by China’s Fosun International and French private equity firm Ardian (previously Axa private equity) for holiday operator Club Med.

Another buyer – Andrea Bonomi, €21

Two weeks later, another buyer was increasing his stake.

It was reported on May 16, 2014 that Strategic Holdings, which is led by Italian businessman Andrea Bonomi (Managing Principal and Founder of Investindustrial, a private equity firm), owned 8.3 pct of Club Med’s capital at Thursday’s market close and was ready to further increase its stake. That stake stood at 7.2 percent on May 12. “Andrea Bonomi is hoping to have constructive talks for the benefit of all shareholders and the company. He is a long term shareholder. Assuming the offer does not go through then they would be one of the biggest shareholders and then they would like to engage on a constructive basis,” the spokesman for Strategic Holdings said.

In May, the French market regulator AMF issued what is known as a put-up- or-shut-up order, giving Mr. Bonomi until Monday (June 30) evening to either make an unconditional offer or drop his bid for at least six months. It also agreed to delay the closing of the Fosun-Ardian deal, giving Mr. Bonomi time to examine Club Med’s books and decide on his move.

Then in June 30, 2014, the new consortium (Global Resorts) made an offer at Euro 21 per share, valuing Club Med at ~790 million euros, or $1.1 billion.

Meanwhile, Club Med opened its third Chinese resort in June, on Dong’ao Island, near Macau.

Fosun Ardian withdrew

On August 14, 2014, Fosun made an announcement that, following AMF’s issuance of statement of compliance for a competing bid filed by Global Resorts SAS, an Amendment Agreement No. 3 to the Investment Agreement has been entered into among Fosun, Ardian (previously AXA PE) and Top Managers, pursuant to which the parties to the Investment Agreement have decided to withdraw the Tender Offer launched by Gaillon Invest.

Fosun Ardian new offer – €22

French private equity firm Ardian, Chinese conglomerate Fosun International, China’s U-Tour and Portuguese insurer Fidelidade, said on Friday they would offer 22 euros per share for Club Mediterranee , reigniting a battle for control of the French resort operator. The new offer, which values Club Med at 839 million euros(1.08 billion), topped a 21 euro-per-share takeover bid from Global Resorts, controlled by Andrea Bonomi.

Upon completion of the Transaction, assuming that 100% of the Target Shares and OCEANEs are tendered to the Tender Offer, each of Holding Gaillon II (through Gaillon Invest II) and Fidelidade would hold 80% and 20% of the shares and voting rights of Club Med respectively. Where Holding Gaillon II (through Gaillon Invest II) holds 80% of the shares and voting rights of Club Med, assuming that there are no Leveraged Financing Facilities, Fosun, the Management, ACF II and Utour-JD Investors would respectively invest in the form of equity capital and/or shareholders loan (through subscription to ordinary shares, preferred shares, and/or shareholders loans, as the case may be) an amount of approximately: (i) €612 million for Fosun, (ii) €10 million for the Management, (iii) €20 million for ACF II, and (iv) €30 million for Utour-JD Investors. As a result thereof, Fosun, the Management, ACF II, and Utour-JD Investors would respectively own approximately 91%, 1.5%, 3% and 4.5% of the share capital and voting rights of Holding Gaillon II. On the other hand, assuming there are Leveraged Financing Facilities, Fosun, the Management, ACF II and Utour-JD Investors would respectively invest in Holding Gaillon II an amount of approximately: (i) €382 million for Fosun, (ii) €10 million for the Management, (iii) €20 million for ACF II, and (iv) €30 million for Utour-JD Investors. As a result thereof, Fosun, the Management, ACF II, and UtourJD Investors would respectively own approximately 86%, 2%, 5% and 7% of the share capital and voting rights of Holding Gaillon II.

[On a side note, Fosun acquired 80% equity interest in Fidelidade on May 15, 2014]

The bid was cleared by AMF in October.

December

On November 11, 2014, buyers led by Bonomi raised the price to Euro 23, including KKR as a minority investor.

On December 1, 2014, buyers led by Fosun raised the price to Euro 23.5, including Brazilian investor Nelson Tanure, active in the tourism industry, as a 20% investor.

On December 5, 2014, buyers led by Bonomi raised the price to Euro 24.

On December 19, 2014, buyers led by Fosun raised the price to Euro 24.6.

Win by Fosun in Feb, 2015

After rival Italian tycoon Andrea Bonomi dropped out, Fosun was left as the sole bidder. The price offered to Club Med shareholders values the company at €939m (£700m). It’s the longest running bid battle in recent times in France.

Finally, on 12 February 2015, AMF declared that Gaillon Invest II is in a position to hold in concert 33,400,691 shares representing 92.81% of the share capital and at least 91.57% of the voting rights of Club Med.

 


References

[1] https://www.reuters.com/article/club-med-ardian-idUSL6N0N13HQ20140409

[2] https://www.reuters.com/article/club-med-courts/paris-court-rejects-challenge-to-club-med-bid-lawyer-idUSWEB00MC020140429

[3] https://www.bloomberg.com/profile/person/1951383

[4] https://www.reuters.com/article/club-med-idUSWEB00NDR20140516

[5] https://dealbook.nytimes.com/2014/06/30/hostile-bid-for-club-med-threatens-existing-deal/

[6] https://www.bloomberg.com/news/articles/2014-06-30/bonomi-s-club-med-bid-tops-rival-offer-at-21-euros-per-share

[7] https://www.reuters.com/article/club-med-bonomi/newsmaker-italys-bonomi-targets-comeback-with-club-med-bid-idUSL6N0PF2M120140704

[8] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0814/ltn20140814093.pdf

[9] https://www.reuters.com/article/club-med-offer-gaillon-idUSFWN0RC00W20140912

[10] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0912/ltn20140912620.pdf

[11] https://www.publico.pt/2014/05/15/economia/noticia/chineses-da-fosun-oficializam-compra-da-fidelidade-1636125

[12] https://www.reuters.com/article/us-clubmed-m-a-fosun-intl-amf/french-regulator-clears-fosuns-improved-club-med-bid-idUSKCN0I31VV20141014

[13] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/1201/ltn201412012174.pdf

[14] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/1201/ltn201412012174.pdf

[15] https://www.reuters.com/article/us-clubmed-m-a-fosun-intl/chinas-fosun-outbids-italys-bonomi-with-sweeter-club-med-offer-idUSKCN0JE0WL20141201

[16] https://www.reuters.com/article/us-club-med-m-a/italian-tycoon-bonomi-tops-chinese-offer-for-club-med-idUSKCN0JJ1D920141205

[17] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/1219/ltn20141219298.pdf

[18] https://www.wsj.com/articles/fosun-sweetens-club-med-bid-1418979380

[19] https://www.wsj.com/articles/italian-businessman-backs-down-in-bidding-war-for-club-med-1420238279

[20] https://www.bbc.com/news/business-31432322

[21] https://www1.hkexnews.hk/listedco/listconews/sehk/2015/0212/ltn20150212805.pdf

Series F-1: Fosun’s Acquisition of Club Méditerranée (2)

Calendar Year 2013: Tender Offer and Guilin Resort

Per the initial announcement, Fosun cant’ increase its stake over 10% until 2012. In Fosun’s annual report 2012, it says it continued to increase its shareholdings to 9.96% by way of investment in the public market (3,172,430 shares). In addition, following the doubling of the voting rights attached to some of its shares, which took place on July 2, 2012, Fosun holds 15% of the voting rights in Club Méditerranée.

Club Med’s Article 8 of the bylaws stipulates that all fully paid-up shares registered in the name of the same holder for at least two consecutive years carry double voting rights.

First offer – €17

On May 27, 2013, Paris-based Axa Private Equity and Fosun, China’s largest private conglomerate, which already own 19 per cent of the shares, said they would team up with the company’s management to offer €17 a share – a 23 per cent premium to Friday night’s close of €13.85.

They aim to be equal partners in acquiring 50.1 per cent of the shares, on a fully diluted basis. If their offer results in a 95 per cent take-up, they may delist and take Club Med private. After five years they would exit through an initial public offer in Paris with secondary listings in Singapore and Shanghai.

Fosun’s obligation to complete the Transaction is conditional on the completion of the Tender Offer, which in turn is conditional upon Gaillon Invest acquiring more than 50% of the share capital and voting rights of Club Med on a diluted basis following the initial round of the Tender Offer.

Upon completion of the Transaction (provided that 100% of the Target Shares and OCEANEs are tendered to the Tender Offer and assuming an investment amount for the Management of Euro 8 million), each of AXA PE, Fosun and the Management would respectively invest in the form of equity capital and/or shareholders loan (through subscription to ordinary shares, preferred shares, and / or shareholders loans as the case may be) an amount of approximately (i) Euro 153 million for Fosun, (ii) Euro 164 million for AXA PE and (iii) Euro 8 million for the Management. As a result thereof, Fosun, AXA PE and the Management would own respectively 47.6%, 47.6% and 4.7% of the share capital and voting rights of Holding Gaillon. Holding Gaillon will not be a subsidiary of Fosun.

In the event that the Offeror would hold 50.1% of the share capital of Club Méditerranée, the aggregate shareholding of the management (circa. 400 people) would represent an indirect shareholding of circa. 8% in the share capital of the Offeror (including circa. 1.6% of which for Mr. Henri Giscard d’Estaing and Mr. Michel Wolfovski), for a total investment of the management of circa. 8 million euros.

Raising bid price – €17.50

On June 25, 2013, Fosun and AXA raised the price from Euro 17.00 to Euro 17.50 and the offer price per OCEANE from Euro 19.23 to Euro 19.79. Club Med’s board said it would back the deal and several of its top shareholders pledged support after staying mum on the previous offer.

Opposition from minority shareholders

The AMF (French stock market regulator) first approved the deal but then Both ADAM and CIAM filed complaints against the takeover with the AMF regulator, who then in August said it was extending until further notice the period for the bid, which had been due to close on August 30, while the court decisions were pending.

Then in September 2013, the court would hear deal complaints on February 27, 2014 and pronounce a judgment on April 29, 2014.

[On a side note, AXA private equity was spun-off and renamed as Ardian in September 30, 2013]

Expansion in China, Guilin village

Meanwhile, Club Méditerranée opened a second 4 Trident village in Guilin during summer 2013 (with a 5 Trident area) and has announced a third village, this time a resort, on the Island of Dong’Ao for summer 2014.

 


References

[1] https://www1.hkexnews.hk/listedco/listconews/sehk/2013/0417/ltn20130417258.pdf

[2] http://corporate.clubmed/wp-content/uploads/2013/03/2012-Annual-Report_Club-Med_ENG.pdf

[3] https://www.ardian.com/sites/default/files/press/20130527%20PR%20AXA%20PE%20Fosun%20FINAL%20FINAL.pdf

[4] https://www1.hkexnews.hk/listedco/listconews/sehk/2013/0531/ltn20130531027.pdf

[5] https://www.ft.com/content/725b5052-c6a8-11e2-8a36-00144feab7de

[6] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0414/ltn20140414375.pdf

[7] https://www1.hkexnews.hk/listedco/listconews/sehk/2013/0625/ltn20130625664.pdf

[8] https://www.reuters.com/article/clubmed-offer/update-2-chinese-investor-wins-over-club-med-with-sweetened-bid-idUSL5N0F10B520130625

[9] https://www.lepoint.fr/economie/club-med-l-amf-donne-son-feu-vert-a-l-opa-d-axa-et-du-chinois-fosun-16-07-2013-1705274_28.php

[10] https://www.reuters.com/article/clubmed-buyout/club-med-buyout-extended-after-shareholder-complaints-idUSL6N0G72QY20130806

[11] https://www.ft.com/content/408c4988-feb0-11e2-97dc-00144feabdc0

[12] https://www.ft.com/content/f2c5efa6-2533-11e3-9b22-00144feab7de

[13] https://www.ardian.com/sites/default/files/press/PR%20Ardian%20EN%203009.pdf

[14] http://corporate.clubmed/wp-content/uploads/2014/02/VCONSO-ENG-VDEF.pdf

Series F-1: Fosun’s Acquisition of Club Méditerranée (1)

First Stake in 2010 – 7%

On June 13, 2010, Club Méditerranée and Fosun jointly announced that Fosun has acquired 7.1% of Club Med’s share capital, and has become one of Club Méditerranée’s largest strategic investors [1],[2].

Fosun has acquired from FIPAR International and GLG Partners shares and ORANEs representing approximately 7.1% of the share capital of Club Méditerranée on a fully diluted basis (i.e. assuming the redemption in shares of all the ORANEs issued by Club Méditerranée) [1].

One representative of Fosun will be appointed at the board of directors of Club Méditerranée. If Fosun reaches the 9% threshold in the share capital of Club Méditerranée (on a fully diluted basis), the appointment of a second board member selected by Fosun will be submitted to shareholders’ approval at the next shareholders meeting. One representative of Fosun will sit on each of the strategic committee and the audit committee of Club Méditerranée [1].

Fosun intends, if it reaches a 10% stake in the company (on a fully diluted basis), not to increase such stake beyond the 10% level during the following 24 months (from June 2010), subject to no other shareholder having more (or expressing the intention to have more) than 10% [1].

Strategic partnership – 5 Club Med resorts in China by 2015

Included in the statement is a short description of strategic collaboration – Fosun commits itself to support Club Med’s development strategy with the aim to open five Club Med resorts in China by 2015. Club Med has already identified specific sites for resorts which would be developed with the support of Fosun or its affiliates. Fosun (or its affiliates) will propose additional sites, considering their in depth knowledge of the Chinese property market. On a mid term basis, the parties will cooperate to identify opportunities for the opening of new resorts, through greenfield development or by taking over existing upscale resorts [1].

Club Med has already initiated new projects in China, in particular its first Village, as a ski resort, in Yabuli (the largest Chinese ski station in north-east China), to be opened by the winter season of 2010. Club Med’s goal is to attract 5% to 10% of potential Chinese visitors to 4 and 5-²star vacation resorts by 2015, representing just 0.2% of the total Chinese population. On this base, Club Med could have over 200,000 Chinese customers by 2015 [1].

Stake Increased to 9% in Early November 2010

One thing to note here – Club Med’s fiscal year begins on 1 November and ends on 31 October of the following year. Therefore, when Club Med filed its annual report 2010, it only needed to disclose the Fosun’s stake of 2,247,551 shares (~7.4%) and one board seat (JIANNONG QIAN) [3].

After one year, in Club Med’s annual report 2011, it says – on November 9, 2010, the Fosun Group disclosed that it had surpassed the threshold of 9% of capital and voting rights through the purchase of shares between October 14 and November 8, 2010, thus holding 2,801,569 Club Méditerranée shares (2,940,295 shares as of Oct 31, 2011) [4].

And Fosun has two board seats, adding GUANGCHANG GUO (Fosun’s chairman) to Club Med’s board (13 directors as of Oct 31, 2011, including 2 non-voting directors) [4].

Source: Club Med 2011 Annual Report

The Yabuli village

In 2010, in launching its operations on China, Club Med signed a management and marketing contract for the Yabuli Village and paid €2 million for these exclusive rights. These rights are amortized over the life of the contract [4].

Yabuli Village, opened in 2010 winter season, is 4-Trident village with 284 rooms, 706 beds and a capacity of 80,484 (hotel days). It is Club Med’s ninth village in Asia and its second managed property in this region [4],[5].

 


References

[1] http://corporate.clubmed/wp-content/uploads/2010/06/CP-EN.pdf

[2] https://www.reuters.com/article/us-clubmed-china/chinas-fosun-acquires-7-1-percent-of-club-med-idUSTRE65C1EU20100613

[3] http://corporate.clubmed/wp-content/uploads/2011/02/Rapport_Annuel_2010_EN.pdf

[4] http://corporate.clubmed/wp-content/uploads/2012/02/Annual-report-2011.pdf

[5] http://corporate.clubmed/wp-content/uploads/2010/12/Press-Release-of-Club-Med-Yabuli-Opening.pdf