Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Back in 2021, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> took 84.89%-held <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic (JS SP)</a> private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. </li>
<li>Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.</li>
<li>Which may have precipitated Matheson opting for a (full value) Scheme for <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>, in which appraisal rights are not afforded.</li>
</ul>


Back in 2021, Jardine Matheson (JM SP) took 84.89%-held Jardine Strategic (JS SP) private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. 
Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.
Which may have precipitated Matheson opting for a (full value) Scheme for Mandarin Oriental International (MAND SP), in which appraisal rights are not afforded.


Matheson's Motive For Avoiding MAND's Dissentient Shareholders

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-limited" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> has agreed to buy a 100% stake in I-MED Radiology Network (I-MED) from Permira for A$3.4bn (US$2.4bn) in an all-cash deal.</li>
<li>The outlay for the largest X-ray and medical scan provider in Australia, backs out 11.5x EBITDA for FY26E (June Y/E), excluding I-MED's minority stake in Harrison.ai.</li>
<li>The transaction remains "subject to customary closing conditions including regulatory approvals" - that should include FIRB - and is "expected to complete later in 2026".</li>
</ul>



Jardine Matheson (JM SP) has agreed to buy a 100% stake in I-MED Radiology Network (I-MED) from Permira for A$3.4bn (US$2.4bn) in an all-cash deal.
The outlay for the largest X-ray and medical scan provider in Australia, backs out 11.5x EBITDA for FY26E (June Y/E), excluding I-MED's minority stake in Harrison.ai.
The transaction remains "subject to customary closing conditions including regulatory approvals" - that should include FIRB - and is "expected to complete later in 2026".


I-Med: Jardine Matheson's Big Push Into Digital Healthcare

<ul>
<li>This insight is part of a series of M&amp;A guides our Quiddity* team are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct M&amp;A.</li>
<li>The initial guide - <a href="https://skr.ma/iRcDn" target="_blank" rel="noopener">Quiddity Singapore M&amp;A Guide 2019</a> - was published in April 2019. Since that time, there have been various new developments. </li>
<li>This is an update.These insights are designed to be used as a reference. They are not actionable. For a list of Quiddity M&amp;A Guides, click <a href="https://www.smartkarma.com/search?q=%22quiddity%20M%26A%20Guide%22" target="_blank" rel="noopener">here</a>.</li>
</ul>


This insight is part of a series of M&amp;A guides our Quiddity* team are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct M&amp;A.
The initial guide - Quiddity Singapore M&amp;A Guide 2019 - was published in April 2019. Since that time, there have been various new developments. 
This is an update.These insights are designed to be used as a reference. They are not actionable. For a list of Quiddity M&amp;A Guides, click here.


Mandarin Oriental International / Event-Driven

Mandarin Oriental International (MAND SP)

<ul>
<li>A sale - partial or otherwise - of <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>'s One Causeway Bay (OCB) was always on the cards. But I didn't see an Offer coming. </li>
<li>Concurrent with the sale of 13 floors of OCB to <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd-d7b798e2-202d-4e01-9a1e-799e2ae8f0c7" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba (9988 HK)</a>, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> is seeking to take out MAND's minorities at US$3.35/share by way of a Scheme.</li>
<li>That's a 52.3% premium to undisturbed, and a 53.7% premium to NAV. Unlike the 2021 <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic (JS SP)</a> Offer, Matheson is required to abstain from voting on this takeover. </li>
</ul>


A sale - partial or otherwise - of Mandarin Oriental International (MAND SP)'s One Causeway Bay (OCB) was always on the cards. But I didn't see an Offer coming. 
Concurrent with the sale of 13 floors of OCB to Alibaba (9988 HK), Jardine Matheson (JM SP) is seeking to take out MAND's minorities at US$3.35/share by way of a Scheme.
That's a 52.3% premium to undisturbed, and a 53.7% premium to NAV. Unlike the 2021 Jardine Strategic (JS SP) Offer, Matheson is required to abstain from voting on this takeover. 


Mandarin Oriental (MAND SP): Matheson's Full Offer

<ul>
<li>On the 27th October, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a> announced an Offer for 88.04%-held <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>, after MAND concurrently announced the partial sale of OCB to Alibaba.  </li>
<li>MAND will pocket US$925mn from the sale. The privatisation will set Matheson back ~US$500mn. Alibaba is ostensibly funding MAND's privatisation. And then some.  </li>
<li>Last week Matheson announced it will undertake a US$250mn buyback, which is expected to  complete in 2026.</li>
</ul>


On the 27th October, Jardine Matheson Holdings (JM SP) announced an Offer for 88.04%-held Mandarin Oriental International (MAND SP), after MAND concurrently announced the partial sale of OCB to Alibaba.  
MAND will pocket US$925mn from the sale. The privatisation will set Matheson back ~US$500mn. Alibaba is ostensibly funding MAND's privatisation. And then some.  
Last week Matheson announced it will undertake a US$250mn buyback, which is expected to  complete in 2026.


Bermuda

Jardine Strategic is an investment holding company that manages long-term strategic interests in a diversified portfolio of market-leading businesses, primarily focused on Asia. Its principal investments span sectors such as property, retail, hospitality, motor vehicles, engineering, and financial services. The company was founded in 1986 and is based in Hamilton, Bermuda.

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Jardine Strategic (JDSHF US)

Matheson's Motive For Avoiding MAND's Dissentient Shareholders

I see MAND trading at 2.1%/6.9% gross/annualised - assuming late Feb 2026 payment. That's not exciting. I prefer Matheson here.

David Blennerhassett

I-Med: Jardine Matheson's Big Push Into Digital Healthcare

Matheson has been proactive with Hongkong Land and then Mandarin Oriental. I expected more accretion/recycling. This transformative transaction is...

David Blennerhassett

Quiddity M&A Guide 2026: Singapore

This insight is part of a series of M&A guides our Quiddity* team are publishing to aid investors in understanding the rules, parameters,...

David Blennerhassett

Mandarin Oriental (MAND SP): Matheson's Full Offer

The Scheme Doc is out for MAND. The Court Meeting is the 8th December. As previously noted "the Mandarin Oriental Transaction Committee, which has...

David Blennerhassett

On Jardine Matheson's Latest Buyback

Matheson has recovered since my last note. I'd still be setting up the stub here. Or buying outright. Management have proactive with HKL and now...

David Blennerhassett

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