New York investment manager Aristeia targets Sina in proxy battle

Aristeia is proposing two nominees to Sina’s board, who Sina claim would pursue a risky short term strategy

PUBLISHED : Wednesday, 20 September, 2017, 10:05am
UPDATED : Wednesday, 20 September, 2017, 11:19pm

New York-based investment manager Aristeia Capital has launched a proxy battle against Chinese internet company Sina, following what it described as years of corporate governance shortcomings.

Aristeia proposed that two of its nominees be added to the company’s board, and made a number of suggestions for increasing the company’s value, including a sale or merger of Sina. Sina rejected these suggestions.

In its statement issued late Monday in the US, the investment manager said that Sina did not meet standards expected of a US-listed public company with respect to the number, tenure, true independence and classification of board members. It also said that the board had approved and sometimes had participated in unnecessary share issuances to Charles Chao, Sina’s chief executive and chairman, and others.

Aristea claimed that to remedy these issues it would nominate two candidates for election to Sina’s board at its annual general meeting.

Aristeia’s two nominees are Thomas Manning, former chief executive of Capgeminia Asia Pacific, and Brett Krause, managing partner of angel investor fund PurpleSky Capital.

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Sina said in a statement that it was not in agreement with the board representation suggested by Aristeia.

“While Sina believes it is inappropriate for Aristeia, an approximately 3.5 per cent shareholder based in New York City, to control approximately 30 per cent of the board, the Sina board evaluated the qualifications of each of Aristeia’s nominees based on the limited information available. The board determined that the Aristeia nominees would not add any skills or experience not already well-represented on the current Sina board and believes the Aristeia nominees would seek to implement a risky, short-term interest-driven and potentially long-term value destructive process for Sina and its stake in Weibo,” the statement said.

Sina operates digital media portals online and founded microblogging site Sina Weibo. In 2014 it spun off Weibo into to a separate listed company, but retained a 46 per cent stake.

Both Sina and Weibo are listed in New York.

Conflicts between minority shareholders and company’s boards are rare in Greater China, although they have become more common in recent years.

Spring Reit, a Hong Kong based real estate investment trust has clashed with PAG, an alternative investment manager. US hedge fund Elliott Management is currently locked in a bitter legal dispute with Hong Kong’s Bank of East Asia, and has also sparred with Samsung Electronics in South Korea.

Sina said that it did not believe that Aristeia was acting to improve governance issues and instead was likely focused on short-term profit.

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“We do not believe Aristeia, which has traded in-and-out of Sina’s stock to support its gains, is truly interested in governance. Instead, we believe Aristeia is interested only in implementing a short-term and self-serving agenda,” Sina’s statement said.

Aristeia claims Sina shares currently trade at a 41 per cent discount to their net asset value, representing a disparity of nearly US$6 billion.

The investment manager said that Sina’s stake in Weibo was worth 130 per cent of Sina’s entire market capitalisation.

According to Thomson Reuters data, Weibo’s market capitalisation is US$22.94 billion while Sina’s market capitalisation is US$8.22 billion.

In the past six months Sina’s stock has risen by 73.65 per cent. However, Aristeia said the gains were solely down to the increase in Weibo’s share price, which has gained 106.9 per cent in the period.

Aristeia said it owns 3,000,000 Sina shares, making it the fifth largest shareholder.

Other major investors in Sina declined to comment or could not immediately be reached.