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Ant's MoneyGram failure casts pall over Chinese dealmaking
[HONG KONG] Last January, Alibaba founder Jack Ma met with Donald Trump, then the US president-elect, to discuss helping one million small US businesses access Chinese consumers through the e-commerce giant's online platform.
Mr Trump told reporters that he and Mr Ma had a "great meeting" and would do great things together.
One year on, however, US security concerns have torpedoed Mr Ma's plans for a US$1.2 billion takeover of the Dallas-based MoneyGram International Inc by Ant Financial, an Alibaba affiliate.
It was the most high-profile Chinese deal yet to fall foul of the Committee on Foreign Investment in the United States (CFIUS) under the Trump administration.
The failure has prompted the question among dealmakers: If a Jack Ma-linked company cannot buy a US company, is there hope for other Chinese companies - or should they turn their sights elsewhere?
"The regulatory uncertainty will certainly make Chinese buyers further head for other countries such as Germany, the UK and Israel for foreign assets," said one China-focused M&A lawyer at a global law firm, who did not wish to be named because he was not authorised to speak with the media.
Over the past decade, a quarter of all Chinese bids for US companies by value have been withdrawn, according to Thomson Reuters data. That compares with 15 per cent for Asia-Pacific-focused deals and 8 per cent in Europe.
Not all of the withdrawals were due to regulatory factors.
The largest was the dropping by the Chinese insurer Anbang of a surprise US$15 billion bid for Starwood Hotels in 2016.
But US lawmakers - whose biggest rebuff to China was delivered in 2005, when congressional opposition derailed a US$19.5 billion bid for Unocal by the Chinese state-owned oil major CNOOC - have once more become an increasing concern for dealmakers.
A bipartisan group of lawmakers in the US Senate and House of Representatives introduced bills in November to broaden the government's power to stop foreign purchases of US companies by strengthening CFIUS, amid growing concerns about Chinese efforts to buy US high-tech companies.
Lawmakers are expected to present a new draft of the bills in March or April and "people are pretty confident" that some form of the bills will be passed, according to a China-based lawyer familiar with CFIUS matters.
Rod Hunter, a partner with the Baker McKenzie law firm and a former official with oversight of CFIUS cases under the last Bush administration, said companies needed to take account of the evolving nature of security concerns and the increasing focus on personal data and emerging technologies.
"CFIUS, by statute, focuses only on national security when reviewing proposed foreign investments, but notions of national security have evolved substantially in recent years," he said.
He added: "From the US government perspective, Chinese investment in the United States is made sensitive by the extensive involvement of the Chinese Communist Party and Chinese government in the economy."
Ant and MoneyGram terminated their deal after CFIUS rejected their proposals to address data safety concerns, according to sources familiar with the confidential discussions.
The United States has typically attracted relatively little Chinese dealmaking due to a mix of regulatory factors and the fierce competition that foreign buyers face from local players.
Just 18 per cent of Chinese cross-border deals by value over the past decade have had a US target, compared with 36 per cent for Europe and 46 per cent for Asia-Pacific.
While China dealmakers acknowledged the signal sent by Ant's MoneyGram failure, most viewed it as a one-off situation.
"Lots of China's companies underestimate compliance risk and the complexity of operating in highly regulated US markets, particularly in the finance and fin tech sectors," said Jeffrey Sun, partner at law firm Orrick, based in Shanghai.
Chinese groups have already begun adapting to the difficulty in getting deals passed. In November, the buyout firm Orient Hon tai Capital dropped a US$1.4 billion bid for Approving, a US mobile marketing group, because of push back from CFIUS. Instead of equity, it opted to lend the group US$841 million.
Still-pending deals include the US$2.7 billion bid by Ocean wide Holdings for the insurer Genworth Financial Inc, first announced in October 2016. In November last year the pair agreed to extend the deadline for a second time to April 2018 to allow them to amend the deal terms further to satisfy CFIUS.
Another high-profile deal before CFIUS is the purchase by HNA Group of SkyBridge Capital LLC, a hedge fund of funds firm, from Anthony Scaramucci, the Trump administration's former communications director.
Others have begun to focus on smaller minority investments - a route taken by Ten cent, Albania's fiercest Chinese rival. The Shenzhen-based group last year bought a 5 per cent stake in the US electric car maker Tesla for US$1.8 billion.