Chindata Takeover Battle Looms as Bain Refuses to Sell Shares Under CMC Offer

Chindata Group Holdings on Thursday acknowledged the receipt of two rival privatisation proposals from Bain Capital and state-backed China Merchants Capital, with Bain having reiterated that it doesn’t plan to sell any of its shares in the Beijing-based data centre operator.

US private equity major Bain told the NASDAQ-listed group’s board that it continues to believe its proposal represents “a compelling opportunity for the company’s shareholders, providing an attractive valuation with high degree of certainty”. Bain holds 42.17 percent of the issued and outstanding share capital of Chindata and 87.39 percent of the total voting power.

After Bain made an offer in early June to buy the Chindata shares it does not already own for $8 per American depositary share, CMC countered this week with a proposal that would see the division of China Merchants Group acquire the company for $9.20 per ADS.

“We reaffirm that we do not intend to sell any shares beneficially owned by us in the company to any third party nor pursue any alternative transaction, and we remain fully committed to pursuing the acquisition contemplated by our proposal,” Bain said in a letter dated 12 July and released Thursday by Chindata’s board.

Weighing Offers

In its own letter to the Chindata board earlier this week, CMC said its plan presented a more compelling opportunity to shareholders with a chance to realise their investment at a higher price. CMC director Jian Guo gave assurances that CMC intends to retain key staff and accelerate Chindata’s growth strategies.

Upon receiving Bain’s offer in June, Chindata’s board quickly announced the formation of a special committee to evaluate and consider the proposal, consisting of independent directors Thomas J Manning, Gang Yu and Weili Hong.

The board said Thursday that the special panel would consider and evaluate all options for maximising shareholder value with the assistance of independent financial and legal advisors.

“The company’s directors caution the company’s shareholders and others considering trading in the company’s securities that no decisions have been made with respect to the company’s response to either proposal,” the board said. “There can be no assurance that any definitive offer will be made, that any agreement will be executed or that either proposal or any other transaction will be approved or consummated.”

Prelude to a Bidding War

Last November, Bloomberg reported that state-owned China Merchants Group was exploring a takeover bid for Chindata, citing people familiar with the matter.

Chindata founder Alex Ju left his CEO post in late 2021, a little over a year after Bain led the company’s IPO with backing from institutional investors APG, BlackRock and the Canada Pension Plan Investment Board. Ju agreed to a “transition agreement” in which he would assume a non-executive role at the firm he established in 2015.

Huapeng Wu succeeded Ju as Chindata’s new CEO in March 2022. Wu joined Chindata in 2019 as head of the company’s domestic business and was credited with having strengthened the data centre operator’s customer network, telecom partnerships and government relations.

Chindata posted 56.8 percent year-on-year revenue growth and a 167.5 percent net income surge in the first quarter of 2023.

The total capacity of the company’s platform, which comprises data centres in China, India and Malaysia, rose by 27 megawatts to reach 898MW during the first three months of the year, up from 704MW in the same period of 2022.