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By Matt Jarzemsky and Juro Osawa
Alibaba Group Holding Ltd. took its feud with the Hong Kong stock exchange public, questioning why the exchange wouldn't bend its rules to allow the Chinese e-commerce company to list its shares there.
Alibaba wants to structure its initial public offering, which could value the company at $70 billion, to allow the company's founders to retain control. But talks with the Hong Kong stock exchange broke off when the two sides couldn't reach agreement on that structure. Alibaba is now moving toward listing its shares in the U.S., people familiar with the matter have said.
Joe Tsai, an Alibaba co-founder and vice chairman who has been leading the IPO effort, said in a post on the company's website that talks with the Hong Kong exchange had ended. A spokeswoman for the exchange declined to comment Thursday.
"As a company with most of our business in China, it was natural for Hong Kong to be our first choice," Mr. Tsai said in the post.
After repeating the company's argument that it wasn't trying to disadvantage minority shareholders with the IPO's structure, he said the exchange should consider what is necessary to adapt to the future. "The question Hong Kong must address is whether it is ready to look forward as the rest of the world passes it by," the letter ends.
Alibaba's much-anticipated debut would be the largest technology IPO since Facebook Inc.'s (FB) last year, with analysts estimating it could value the company at $70 billion or more.
The deal is also seen as a key test of investors' appetite for bets on China's fast-growing consumer market. Alibaba, the country's biggest e-commerce company, operates online shopping sites such as Taobao and Tmall.
At issue is Alibaba executives' desire to maintain a measure of control over the firm after it goes public. Hong Kong Exchanges & Clearing Ltd. (0388.HK), or HKEx, owner of the Hong Kong exchange, doesn't allow dual-class voting, a common structure in the U.S. that enables insiders to control a company after its IPO.
Facebook, Google Inc. (GOOG) and other companies organized that way can issue two classes of stock with different voting rights, giving founders and corporate officers a greater say in shareholder votes.
Alibaba had held talks with the Hong Kong exchange over a proposal allowing the company's partners to nominate a majority of its directors after its debut, people familiar with the matter have said.
Even as Alibaba is moving toward a U.S. listing, the company, rather than pursuing a dual-class voting structure, plans to adopt the board-nomination system it has proposed to the Hong Kong bourse, said one of the people familiar with the situation. In his posting, Mr. Tsai said the company "never made any proposal that involved a dual-class shareholder structure."
A plan to list in the U.S. would set up a battle between NYSE Euronext's (NYX) New York Stock Exchange and the Nasdaq Stock Market, operated by Nasdaq OMX Group Inc. (NDAQ). NYSE has won two-thirds of listings by Chinese companies in the U.S. since 2007, according to Dealogic. Such a development would mark a setback to Hong Kong's stock exchange, which was the world's top venue for new listings in 2011 but has struggled to regain that stature since.
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