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The Reverse Merger in China: the Qihoo 360 Story

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The Reverse Merger in China: the Qihoo 360 Story The Reverse Merger in China: the Qihoo 360 Story gwbflr.org/the-reverse-merger-in-china-the-qihoo-360-story/ Thomas Gross May 21, 2019 By Thomas P. Gross & Chenxi Liu The blank check/reverse merger mechanism is a well-known process in the United States for taking a privately held company to the public exchanges without a full section 5 review by the Securities and Exchange Commission (the “SEC”). Regulated by SEC Rule 419,[1] the SEC allows companies with virtually no assets and no stated business purpose —other than to acquire or merge with other companies—to file a section 5 application “to go public” in order to raise funds for those acquisitions. Specifically, as defined in Rule 419(a),[2] a blank check company is a company that “is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.” In essence, it is a publicly traded company with no hard assets, virtually no employees, and a vague business plan to merge or acquire another company. With virtually nothing to disclose, it is difficult for the SEC to review the application for full disclosure requirements, and also difficult for investors to determine whether the business plan and targeted company would fit the risk-return characteristics of their investment portfolio. Various provisions in Rule 419 provide notice and disclosure requirements to the investors so they may opt-in once a target company has been identified if they decide the disclosed acquisition/merger fits their investment objectives. [3] A variation of this theme is the Special Purpose Acquisition Company (“SPACs”) that serves the same purpose, but the price exceeds the penny stock price which is a requirement for a blank check company under Rule 419; hence it is a creative work- around by the industry to circumvent Rule 419. Nevertheless, SPACs are regulated by the rules of the Exchange where they are traded, and those rules have provisions similar to the SEC’s Rule 419. Although sometimes thought to be “shady,” a blank check company and the SPAC variation are legal and have been used successfully to restructure privately held companies. Among other things, that restructuring allows the new publicly traded company enhanced access to capital markets, new and more effective corporate financial structures, as well as significant corporate restructuring in order to fund their corporate objectives. In the case of Iridium, a privately held company that makes satellite cell phones, the reverse merger by GHL Acquisition Corp—a SPAC incorporated in Delaware —provided the much-needed capital, and associated access to the capital markets, to restructure itself and fund the corporate objectives. Because the merger required a transfer of the Federal Communication Commission’s issued licenses for the regulated spectrums, the details of that reverse merger are well documented in the Commission’s order approving the merger.[4] The “new” publicly traded Iridium currently trades on the NASDAQ (IRDM). Similarly, this type of reverse merger was used to take Burger King Worldwide Holdings to the public exchanges through a reverse merger with Justice Holdings, a SPAC.[5] On the other hand, these reverse mergers have been abused and have caused much concern for the SEC and investors who have been caught in the excitement of investing in a private company that goes public through one of these mechanisms. In March 2011, the Public Company Accounting Oversight Board (the “PCAOB”), created by Sarbanes-Oxley to oversee the accounting industry, issued its report on the use of reverse mergers for taking privately held Chinese companies to the U.S. public exchanges, i.e., the so-called “Chinese” reverse mergers (“CRMs”).[6] The Report, which covered a period from January 1, 2007 through March 31, 2010, showed, among other things, that the reverse merger was the preferred mechanism for taking privately held Chinese companies to the US public markets. Chinese reverse mergers accounted for, on average, 26 percent of all reverse mergers. Compared to the traditional registered Initial Public Offering (“IPO”), the Chinese Reverse Merger was used 159 times versus 56 standard IPOs, or 74 percent were CRMs vs. 26 percent for standard IPOs.[7] Understandably, the popularity of blank check companies/SPACS/reverse mergers declined significantly after the financial crisis of 2008, but since has steadily grown in popularity as the economy has recovered. SPAC data showed a decline from 66 SPACs in 2007 to only one in 2009, and back to 46 in 2018 as the economy has improved.[8] But what about use of reverse mergers in other countries such as China, the second largest economy? This article summarizes the interesting case of Qihoo 360, a publicly traded company on the U.S. exchange that was taken private, then moved to China where it re- emerged as a publicly traded company through the use of a reverse merger. Use of these reverse mergers to bring Chinese companies “back home” seems to be gaining popularity, both from a regulatory and investment perspective. A. Background Qihoo 360 was founded in China in June 2005 as a leading Internet-Security company and was known for its anti-virus software product. According to its filing with the SEC, Qihoo 360 offers free internet browsing and security products, with more than 300 million monthly users in China. On March 30, 2011, after raising $175 million in the largest IPO by a Chinese company in the U.S., Qihoo 360 was officially listed (as QIHU) on the New York Stock Exchange (“NYSE”) and was 40 times subscribed, led by underwriters UBS Investment Bank and Citi.[9] Phase I: Privatization. About four years later, on December 18, 2015, Qihoo 360, led by its founder and CEO Zhou Hongyi, announced it would go private, and that it had entered into a privatization agreement to be acquired by a consortium of investors in an all-cash transaction valued at about 9.3 billion USD (61.5 billion RMB). The private funding for its privatization on NYSE came from mortgaging Qihoo 360’s building and a $3 billion loan from China Merchants Bank. The privatization was approved by China’s National Development and Reform Commission (“NDRC”) on April 26, 2016, a macroeconomic management agency under the Chinese State Council that balances economic development in China.[10] On July 15, 2016, Qihoo 360 finalized its privatization agreement. Subsequently, the CEO and founder of Qihoo 360 Hongyi Zhou, clarified its intentions when he stated that the privatization and delisting in the United States would allow Qihoo to move to China and become “a key member” of the country’s national cybersecurity strategy. According to a Reuters’ article, “national interest” was an important motivator for Qihoo to return to the Chinese domestic market.[11] China International Capital Corporation (“CICC”) estimated that moving Qihoo 360 back to the A-Share[12] market in China would increase its value as high as 61.3 billion USD (380 billion RMB), an increase more than six times above its U.S. value.[13] Phase II: The Qihoo 360 Reverse Merger. Qihoo’s privatization was only the first step, and its move to China was only part of the story. On November 3, 2017, Qihoo 360 announced its plan to return to China and to “go public” in China’s A-share market, by means of a reverse merger. The reverse merger was a 50.42 billion RMB (7.62 billion USD) deal with SJEC Corp., a public company on the Shanghai Stock Exchange (“SHSE”) that made elevators. The SJEC elevator business survived the reverse merger, but only as a subsidiary of Qihoo 360, indicating that the primary purpose of the reverse merger was to make Qihoo 360 the dominant surviving entity. After the reverse merger, Zhou Hongyi, the CEO of Qihoo 360, would hold 12.14% of Qihoo’s shares, and two other shareholding firms that he indirectly controls would hold 51.56% of the shares. This process would go through an asset swap and cash transfer.[14] On January 2018, the China Securities Regulatory Commission (the “CSRC”), China’s top securities regulator and counterpart of the SEC, approved the application. On February 28, 2018, Qihoo 360 emerged on the SHSE as A-Shares. The offering price was 7.89 RMB per Share with 6.37 billion shares outstanding. B. The Reverse Merger in China The two players in this transaction are Qihoo 360 and SJEC. According to iResearch, Qihoo 360 Technology Co. Ltd. is the number one provider of Internet and mobile security products in China, offering high-quality Internet and mobile security products free of charge. Its primary revenue sources are generated from online advertising and internet value-added services. Its products include: 360 Internet security, 360 Mobile Security, 360 Safeguard, 360 Secure Browser, 360 Mobile Assistant, 360 Security, and 360 Total Security. Founded in 1992, SJEC Corp. was one of the leading elevators and escalators manufacturers in China. Its products have been sold to more than 30 countries and it has a solid reputation in its market. Since its establishment, the company’s export volume has been ranked first among domestic enterprises in China’s elevator industry. It was successfully listed on Shanghai Stock Exchange in 2012. 1. CSRC approval In January 2018, the CSRC approved Qihoo 360’s reverse merger, signaling a significant change in direction by the regulator (and government policy) on reverse mergers for Chinese companies. Previously, for a period of about three years, the CSRC policies strongly favored traditional IPOs, and imposed strict requirements on reverse mergers.
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