Alibaba IPO comes with unusual structure

Published on NewsOK Modified: September 1, 2014 at 2:44 am •  Published: September 1, 2014
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BEIJING (AP) — Foreigners who want to buy Alibaba Group shares in the Chinese e-commerce giant's U.S. public offering will need to get comfortable with an unusual business structure.

Alibaba's online and mobile commerce businesses will be controlled by a "variable interest entity," an arrangement meant to allow investors to buy into Internet and other businesses in which Beijing bans or limits foreign ownership.

Used since the 1990s by Internet operators such as Baidu Inc. and Sina Corp., VIEs are based on contracts that say an offshore entity in the Cayman Islands or another corporate haven will control a Chinese company. Foreign shareholders get a stake in that offshore vehicle and profits but no ownership of the Chinese company.

"The VIE structure is the only way at present to play this game," said Paul Gillis, a professor at Peking University's Guanghua School of Management. "So if you want to invest in restricted sectors of China's economy, you have to get comfortable with the VIE structure."

Chinese regulators have left the status of VIEs ambiguous. Most operate uneventfully, but courts have rejected contracts if they were deemed to be an attempt to evade ownership curbs.

Regulators could shut down VIEs, but "that would be too disruptive," said Gillis. "They don't mind the ambiguity because it puts them in a position of strength over the companies to make sure that they comply with government policy."

Such uncertainty is one of a number of risks investors have accepted to gain a stake in China's economy. Even after a steep deceleration in growth, it is forecast to expand by about 7 percent annually in coming years.

And Alibaba, based in founder Jack Ma's hometown of Hangzhou, southwest of Shanghai, represents an especially appealing industry.

Its Taobao, TMall and other platforms account for some 80 percent of Chinese online commerce. Online spending by Chinese shoppers is forecast to triple from its 2011 size by 2015. And Alibaba is expanding into online banking, entertainment and other services.

Analysts believe demand for shares will be so strong that Alibaba could surpass the $16 billion raised by Facebook Inc. in 2012. That would value Alibaba at $150 billion to $200 billion, making it one of the most valuable U.S.-traded companies.

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