The PCCW Portfolio
18 February 2000
This page provides details of the known investments and acquisitions of Pacific Century CyberWorks (PCCW). Descriptions are given in reverse chronological order (latest transactions first). You can jump to them using the alphabetic index below.
CASH on-line, Inc
City Telecom (H.K.)
SilkRoute Holdings Pte Ltd
SoftNet Systems, Inc
Total E-Commerce Ltd
Estimated total cash invested in disclosed transactions:US$273m. Note that some, such as ActionAce and Equinix, involved undisclosed investments amounts not included in this figure.
Earmarked for projects: US$378m (CMGI Asia), US$289m (Pacific Convergence Corp).
On 25-Jan-00 PCCW announced that it had agreed with its then 4.9% shareholder CMGI, Inc to set up a 50:50 joint venture, CMGI Asia, which will in turn form joint ventures with the majority-owned operating companies of CMGI to cover the Asia-Pacific region. In each case, CMGI Asia would have at least a 60% interest in the joint ventures, giving PCCW at least a 30% interest in the regional projects.
The first four ventures to be brought to Asia were named as Altavista, Engage Technologies, iCast and 1ClickCharge. Altavista is a well-known search engine-cum-portal. Engage is an online advertising and agency. iCast is a start-up developing an entertainment site (streaming music and video). 1ClickCharge is a start-up micro-payment system for small-ticket transactions on the web. At the time of the announcement, no detailed terms for the individual joint ventures had been determined.
PCCW said it had "earmarked" about HK$2,945m (US$378m) for investment in CMGI Asia out of the proceeds of a placing conducted on the same day.
On 13-Jan-00 PCCW agreed to subscribe 2.78m shares in Horizon.com Limited at S$1.88 per share, for a total of S$5.23m (US$3.2m), as part of that company's IPO on the Stock Exchange of Singapore. The shares represented 5% of the company's enlarged issued share capital. The company operates a community portal in Singapore.
On 28-Dec-99 Tokyo-listed Hikari Tsushin, Inc and PCCW announced a proposed takeover of HK-listed battery-maker Golden Power International Holdings Ltd. In this deal, PCCW would subscribe 233.4m new shares in Golden Power at HK$0.90 each, for a total of $210.1m (US$27.0m) in cash, while Hikari would subscribe 595.1m shares at the same price per share for a total of $535.6m (US$68.8m) in cash. As a result, Hikari and PCCW would own 51% and 20% respectively of Golden Power.
On 21-Dec-99 PCCW announced an agreement in principle to form an A$77.8m (US$48.8m) joint venture with Spike Networks, which is an Australian-listed web design company. Spike will inject its "global services" business into the joint venture in exchange for 70% of the equity at an agreed value of A$54.5m (US$34.2m) while PCCW will inject unspecified assets (perhaps cash) for 30% of the JV at an agreed value of A$23.3m (US$14.6m). PCCW has been granted a two year option to increase its equity in the joint venture to 50% at a subscription price of A$31.2m (US$19.6m).
At the same time, PCCW will subscribe 4,661,575 shares in Spike Networks at a price of A$1.25 per share, for a total of A$5.83m (US$3.66m) in cash. The shares represent 5% of the enlarged issued share capital of Spike Networks.
PCCW also has an option to acquire an additional 10% of the share capital of Spike on a fully diluted basis at a price of A$1.45 per share (which is equivalent to its issue price on IPO). That option is exercisable at any time within 12 months of the above allotment.
Separately from the JV, Spike also runs an online youth-targeted radio station called Spike Radio.
Total E-commerce Ltd
On 21-Dec-99 PCCW announced a joint venture with HK-based NetCel Holdings Ltd to form a 50:50 joint venture called Total E-commerce Ltd, operating the web site totalecom.com. PCCW will subscribe US$30m for its 50% stake, while NetCel Holdings will inject an unspecified percentage of NetCel360 Ltd, presumably valued at US$30m. Other shareholders in NetCel360 include Baring Asia Private Equity Fund, Softbank China Venture Investment Ltd, Bain & Company and CMC Magnetics Corp.
The firm plans to be a pan-asian business-to-business e-commerce solutions provider, doing things such as web-hosting, web design and maintenance and call centre support. NetCel was founded in Jun-99 by the former President Asia-Pacific of Dell Computer and by the Managing Director of Chinavest.
On 2-Dec-99 PCCW announced that it had invested an undisclosed amount alongside several other investors in the second round of financing (totaling US$80m) for Equinix, which is building a network of data centres (server farms) with plans for 15 in the US and 20 in the rest of the world.
City Telecom (H.K.)
On 3-Nov-99 PCCW subscribed 38.4m shares in City Telecom (H.K.) Ltd at HK$5.60 each, for a total of about $215m (US$27.6m) in cash. The shares represented 7.88% of CTI's enlarged issued share capital.
CASH on-line, Inc
On 14-Oct-99 it was announced that PCCW would subscribe 44,000 shares of CASH On-line, Inc, which is an unlisted subsidiary of HK-listed Celestial Asia Securities Holdings Ltd (CASH) for HK$39m (US$5.0m). The shares represented 5.07% of the enlarged issued share capital.
This followed a subscription announced on 6-Sep-99 by a Taiwanese private company called Fortune International Limited, to subscribe 43,000 shares of CASH on-line for US$4.5m (HK$34.83m). Fortune is owned by a group of individual investors and managed by an unnamed Taiwanese investment manager. Fortune had an option to subscribe a further 43,000 shares for the same amount, US$4.5m, within 3 months of the original subscription completion, which occurred on 15-Oct-99. That option was extended by 6 months on 18-Jan-00 for no consideration
The other investor in CASH on-line is Hikari Tsushin which, as announced on 17-Aug-99, agreed to subscribe 117,000 shares in CASH on-line for US$8m. Hikari was also granted a 3-month option to subscribe 70,000 shares for a further US$7.8m. This was exercised on 28-Oct-99. As a result, CASH owns 70.76% of CASH on-line, Hikari Tsushin owns 19.96%, PCCW owns 4.70% and Fortune owns 4.59%.
CASH on-line through wholly-owned subsidiary e-finance.com.hk Ltd runs a consumer financial information site. Another wholly-owned subsidiary runs internet securities broking services which are also accessed over mobile phones. Celestial Securities Limited, a wholly-owned subsidiary of CASH (but not of CASH on-line), is a member firm of the Stock Exchange of Hong Kong and presumably takes orders from the CASH on-line subsidiary. It is not clear what commission arrangements exist between the two.
SoftNet Systems, Inc
On 13-Oct-99 PCCW announced a subscription of 5m shares in Nasdaq-listed SoftNet Systems, Inc at US$25.75 per share, for a total of US$128.8m (HK$998m) in cash. The issue was done at market price, and the shares represented 22.5% of the enlarged issued share capital of the company. Deutsche Bank advised PCCW on the deal.
SoftNet works through its wholly-owned subsidiary ISP Channel with small and medium-sized cable TV companies in the US to offer their customers broadband internet access. It installs cable head-ends needed to offer the service, and then connects the cable system to the internet (often by satellite) and provides customer support. As of 15-Sep-99 it had over 6,000 customers.
SoftNet also sells commercial internet connections using leased capacity on satellites through its wholly-owned subsidiary Intellicom, Inc. The service can be used by schools or small community ISPs and is complemented by caching technology to reduce bandwidth usage.
PCCW and SoftNet were negotiating terms for a proposed joint venture called Pacific Century SoftNet to provide services to Asian cable TV operators using SoftNet's know-how.
SilkRoute Holdings Pte Ltd
On 9-Oct-99 PCCW announced agreements to take a 25.1% stake in unlisted SilkRoute Holdings Pte Ltd of Singapore. PCCW subscribed 18,130 shares in unlisted SilkRoute for US$15.85m, comprised of US$6m in cash and 11,759,953 new shares in PCCW. It also purchased 12,435 shares in SilkRoute from the existing management shareholders, in exchange for 13,216,650 new shares in PCCW worth US$11.07m.
SilkRoute started as a web design company in 1994 and has moved on to incubating other web sites. It's web design work is now carried out by a subsidiary called Latitude Web. On the venture side, the company has undisclosed stakes in Webexpress, which provides content management services to update clients' corporate web sites, and Transparity, which develops internet security software in Singapore. Transparity is a joint venture with Kent Ridge Digital Labs, owned by the Singapore Government. Another SilkRoute investment is Collective Juice, which is a Singapore-based reverse auction and buying-club site.
SilkRoute has an associated company (unknown percentage) called Advanced Manufacturing Online Ltd which provides web-based supply chain management services for manufacturing businesses. If AMO is floated, then PCCW has an option to acquire another 4.9% of SilkRoute for US$6.5m, exercisable within 3 months of the listing. Investors in AMO include 3i Group plc, AsiaTech Ventures, Goldman Sachs, Doll Capital and Morgan Stanley.
On 28-Sep-99 it was announced that PCCW had subscribed US$10.6m (HK$81.8m) in cash for 100 shares equal to 10% of the enlarged issued share capital of Star East Information Technology Corp (SEIT). At the same time, it acquired a further 10% from the existing shareholders in exchange for the issue of 11,719,994 new shares at HK$6.98 per share, or HK$81.8m in total. 7% was sold by HK-listed ITC Corporation Ltd and 3% by a "group of entertainers".
SEIT runs StarEastNet, a Chinese-language youth entertainment site.
PCCW was granted an option to subscribe US$13.7m (HK$106.3m) for another 100 shares in SEIT for 12 months from the completion of the subscription. The same option was granted to existing shareholder Hikari Tsushin.
ITC also granted PCCW an option to purchase 5% of SEIT from ITC at a 15% discount to the initial public offer price in the event that SEIT is listed on Nasdaq within 24 months from the completion of the subscription.
The deal followed an earlier deal between SEIT and Hikari Tsushin announced on 23-Aug-99 in which Hikari subscribed 20 shares in SEIT then representing 10% of the issued share capital for US$9.5m (HK$74.1m) and was granted an option by ITC to purchase 7% of SEIT for US$6.65m within 30 days after the launch of the web site. The group of entertainers also granted Hikari an option over 3% of SEIT. Both options were exercised prior to the introduction of PCCW.
As a result of the above (and prior to the new options being exercised by Hikari or PCCW) the effective shareholdings are ITC: 27.2%, Star East Holdings: 24.3%, PCCW: 20%, Hikari Tsushin: 18% and entertainers: 10.5%.
Star East Holdings and PCCW agreed to hold 20% each of their holdings in a joint-venture vehicle to provide them with a 40% management block.
On 23-Sep-99 PCCW announced a share swap with Nasdaq-listed CMGI, Inc in which PCCW would issue 448,347,107 new shares in exchange for 4,057,971 common shares in CMGI. As a result, PCCW then had a stake of 3.4% in CMGI (or 3.2% assuming conversion of outstanding preferred stocks) while CMGI had a stake of 5.5% in PCCW. The day before the share swap, PCCW closed at HK$6.45 while CMGI closed at US$82.8125, and both sides agreed the respective shares being issued were worth US$350m, representing a discount of 6.2% on PCCW's shares and a premium of 4.2% on CMGI's shares.
CMGI has since split its stock 2 for 1.
CMGI is a company originally known as College Marketing Group, which now has a mixture of majority-controlled internet operating businesses as well as stakes in various venture capital funds run by @Ventures. The funds in turn have stakes in other internet companies.
Outblaze Ltd is an application service provider which provides e-mail and other forms of out-sourcing for web sites. Outblaze received its first listed capital from HK-listed China Rich Holdings in a transaction announced on 15-May-99. China Rich reportedly injected US$4.5m for its 50% stake, although the figure was not disclosed. The other 50% was held by founder Mr Yat Siu.
On 17-Aug-99 PCCW agreed to subscribe 20% of the enlarged issued share capital of Outblaze Ltd for US$7m.
On 11-Oct-99 Hikari Tsushin agreed to acquire 10% of the existing issued shares of Outblaze for US$4m (of which 8% came from China Rich) and subscribe for 5% new shares for a consideration of US$2.75m.
On 12-Oct-99 a European fund later named as Lotus Asset Management agreed to acquire 4% of Outblaze from China Rich for US$2.1m and also acquired 1% from another party. The deal valued Outblaze at US$52.5m.
The overlapping timing of the last two transactions and incomplete data makes it difficult to be precise about the resulting percentages.
iLink.net is an 80:20 joint venture between PCCW and Dotcom Pacific Ltd. iLink runs a data centre in premises on the 56th floor of The Centre, a building in Hong Kong which was developed by Cheung Kong. The total amount invested by PCCW is not known.
On 17-Feb-00 HK-listed OEM electronics manufacturer Ocean Information Holdings Ltd announced the purchase of 60% of Admomentum in exchange for 180m new shares valued at $0.80 each (but trading at $2.20 each on 25-Jan-00 prior to being suspended pending the announcement). Admomentum was formed on 23-Aug-99 and by 31-Dec-99 had turnover of just HK$0.7m and losses of HK$1.9m.
In the same announcement it was disclosed that Dotcom Pacific is owned 63.87% by DBD Ventures Inc and 36.13% by Mr Johnny K H Chan. DBD Ventures is owned 84.66% by 3 members of DotCom Pacific's management and 15.34% by Mr Wong Kam Fu, founder of Star Telecom. Two of the management team were with Star Telecom's ISP business before it was sold to Cable & Wireless HKT, whereupon they moved to iCable for 9 months before leaving with the third member to set up DotCom Pacific.
On 15-Oct-99 PCCW announced a range of other investments without mentioning the dates or amounts involved. The percentage interests were presumably correct at the time of announcement but may since have changed. PCCW said it had:
- 10% of ActionAce, an online toy seller;
- 5% of Creditland, an online comparison site for US consumer credit;
- 6% of Intelligenesis, which develops artificial intelligence software;
- 6% of MediaRing, which provides internet telephony software.
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