China Blocks Pricey Backdoor Listings With Value Cap

  • Reverse mergers bring formerly overseas-traded firms to China
  • Valuations capped at 20 times forecast profit for stability

China’s stock regulator is capping valuations for some reverse mergers, a listing method favored by companies that previously traded overseas, people with knowledge of the matter said.

The China Securities Regulatory Commission decided that reverse mergers involving companies formerly listed on a foreign bourse can’t be valued at more than 20 times forecast profit, according to the people. The valuation is calculated from the listed company’s estimated earnings following the deal, one of the people said, asking not to be identified because the information is private.

Dozens of U.S.-traded Chinese companies including search-engine operator Qihoo 360 Technology Co. and ticket-booking site Qunar Cayman Islands Ltd. have received buyout offers since the start of last year, according to data compiled by Bloomberg. Companies have announced more than $50 billion of such take-private offers during the period, lured by the prospect of relisting at a higher earnings multiple in Shanghai or Shenzhen, the data show.

Regulators have been concerned that the valuations mooted for some backdoor listings were too high and could affect the market’s stability, people with knowledge of the matter said in May. Stocks on China’s exchanges trade at a median 41 times estimated earnings, the Bloomberg-compiled data show.

Profit Forecasts

Listed companies in China announcing a reverse merger transaction typically provide profit forecasts for each of the next three years. Some local investment banks recently received guidance on the new limit, the people said this week. The CSRC hasn’t formally announced the new valuation cap, according to the people. The regulator didn’t immediately respond to faxed questions.

The Bloomberg China-US Equity Index rose 1.6 percent on Thursday, with constituent YY Inc. up as much as 4 percent and 21Vianet Group Inc. gaining as much as 1.6 percent in New York trading.

Domestically-traded shares of Chinese companies that took part in the Qihoo 360 privatization jumped Thursday. Citic Guoan Information Industry Co. closed 4.1 percent higher in Shenzhen on Thursday, after rising as much as 8.3 percent. Shandong Tyan Home Co., which also invested in the deal, climbed as much as 3.2 percent in Shanghai.

The CSRC has been limiting the valuations of domestic initial public offerings during the past two years, people with knowledge of the matter said earlier. Since mid-2014, nearly all first-time share sales in China were priced at less than 23 times historic earnings, according to data compiled by Bloomberg.

— With assistance by Fox Hu, Vinicy Chan, and Steven Yang

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