Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>On the 19 January, recycling and waste management play  <a href="https://www.smartkarma.com/entities/bingo-industries-ltd" target="_blank" data-smartkarma-citation="entities:24067:1" rel="noopener">Bingo Industries (BIN AU)</a><a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02331570-2A1275617?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an unsolicited, non-binding, indicative proposal, from funds advised by CPE Capital (CPEC), which includes Macquarie Group’s infrastructure arm Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme, with an indicative cash price of $3.50/share. On the 23rd of April, Bingo <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366368-2A1294059?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> CPEC and MIRA had completed its due diligence, but said there could be no assurance that any transaction will result from these discussions.</p>
<p>On the 27 April, Bingo <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02367278-2A1294514?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it had entered into Scheme with MIRA. Shareholders have the option to receive either A$3.45/share in cash for each share held, or a mix of cash and unlisted stock worth ~A$3.30/share.</p>
<p>Daniel Tartak, Bingo's CEO, and Ian Malouf, Bingo's NED, have stated they intend to elect the mixed condition in respect of their shares - ~31.53% of shares out. </p>
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<p>Bingo also intends to declare a fully franked special dividend of up to A$0.117/share, to be paid on or before the implementation of the Scheme. The consideration under the Scheme will be net of this dividend.</p>
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<p>This looked done. And still does.</p>
<p>The Scheme Booklet is now <a href="file:///D:/Quiddity/Bingo/Scheme%20doc.pdf" target="_blank" rel="noopener">out</a>. The Scheme Meeting will be held on the 11 July, with an expected implementation date of the 5 August.</p>
<p>The Independent Expert has concluded the Scheme is fair and reasonable - in the absence of a superior proposal. </p>
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<p>More below the fold.</p>
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On the 19 January, recycling and waste management play  Bingo Industries (BIN AU)announced an unsolicited, non-binding, indicative proposal, from funds advised by CPE Capital (CPEC), which includes Macquarie Group’s infrastructure arm Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme, with an indicative cash price of $3.50/share. On the 23rd of April, Bingo said CPEC and MIRA had completed its due diligence, but said there could be no assurance that any transaction will result from these discussions.
On the 27 April, Bingo announced it had entered into Scheme with MIRA. Shareholders have the option to receive either A$3.45/share in cash for each share held, or a mix of cash and unlisted stock worth ~A$3.30/share.
Daniel Tartak, Bingo's CEO, and Ian Malouf, Bingo's NED, have stated they intend to elect the mixed condition in respect of their shares - ~31.53% of shares out. 


Bingo also intends to declare a fully franked special dividend of up to A$0.117/share, to be paid on or before the implementation of the Scheme. The consideration under the Scheme will be net of this dividend.


This looked done. And still does.
The Scheme Booklet is now out. The Scheme Meeting will be held on the 11 July, with an expected implementation date of the 5 August.
The Independent Expert has concluded the Scheme is fair and reasonable - in the absence of a superior proposal. 


More below the fold.


Bingo Industries (BIN AU): Scheme Booklet Out. EGM Tabled

Last Week in Event SPACE:  Swire, Hitachi Metal, Jardine, Softbank, Bingo, Japan Asia, Mainstream

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<p>Back on the 19 January, <a href="https://www.smartkarma.com/entities/bingo-industries-ltd" target="_blank" data-smartkarma-citation="entities:24067:1" rel="noopener">Bingo Industries (BIN AU)</a>  <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02331570-2A1275617?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an unsolicited, highly conditional, non-binding, indicative proposal, from funds advised by CPE Capital (CPEC), which includes Macquarie Group’s infrastructure arm Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme, with an indicative cash price of $3.50/share. The proposal referenced a scrip alternative that would provide shareholders with the option of a mix of cash and scrip at a lower upfront price than a simple cash option.</p>
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<p>On the 23rd of April, Bingo <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366368-2A1294059?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> CPEC and MIRA had completed its due diligence, and that while commercial discussions are well-advanced, there could be no assurance that any transaction will result from these discussions.</p>
<h3>The New News</h3>
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<p>Bingo <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02367278-2A1294514?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> this morning it has entered into Scheme with MIRA in a A$2.3bn (US$1.7bn) deal. Shareholders have the option to receive either A$3.45/share in cash for each share held, or a mix of cash and unlisted stock.</p>
<p>Bingo also intends to declare a fully franked special dividend of up to A$0.117/share, to be paid on or before the implementation of the Scheme. The consideration under the Scheme will be net of this dividend.</p>
<p>This looks done.</p>
<p>More below the fold.</p>
</div>


Back on the 19 January, Bingo Industries (BIN AU)  announced an unsolicited, highly conditional, non-binding, indicative proposal, from funds advised by CPE Capital (CPEC), which includes Macquarie Group’s infrastructure arm Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme, with an indicative cash price of $3.50/share. The proposal referenced a scrip alternative that would provide shareholders with the option of a mix of cash and scrip at a lower upfront price than a simple cash option.


On the 23rd of April, Bingo said CPEC and MIRA had completed its due diligence, and that while commercial discussions are well-advanced, there could be no assurance that any transaction will result from these discussions.
The New News


Bingo announced this morning it has entered into Scheme with MIRA in a A$2.3bn (US$1.7bn) deal. Shareholders have the option to receive either A$3.45/share in cash for each share held, or a mix of cash and unlisted stock.
Bingo also intends to declare a fully franked special dividend of up to A$0.117/share, to be paid on or before the implementation of the Scheme. The consideration under the Scheme will be net of this dividend.
This looks done.
More below the fold.


Bingo Industries (BIN AU): Macquarie Cleans Up

European Event-Driven Analyst

Jesus Rodriguez Aguilar

<p>Finally, both parties avoided taking the public backlash to new highs (on the Suez AGM). On 12 April, <a href="https://www.smartkarma.com/entities/veolia-environnement-sa" target="_blank" data-smartkarma-citation="entities:21568:1" rel="noopener">Veolia Environnement SA (VIE FP)</a> and <a href="https://www.smartkarma.com/entities/suez-sa" target="_blank" data-smartkarma-citation="entities:21546:1" rel="noopener">Suez (SEV FP)</a> publicly smoked the peace pipe by <a href="https://www.veolia.com/sites/g/files/dvc4206/files/document/2021/04/PR-Agreement-Veolia-Suez-EN.pdf" target="_blank" rel="noopener">announcing an agreement</a> on the key T&amp;Cs of a merger to create the "World Champion of Ecological Transformation" (a global water and waste giant), with aggregate proforma revenues of €37 bn.</p>
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<p>The <strong>offer price</strong> is <strong>increased</strong> from €18 per share <strong>to €20.5 per share</strong>.</p>
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<p>Veolia has committed funds to complete the transaction, which will be financed by a bridging loan with a banking syndicate.</p>
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<p>Both parties have agreed to enter into definitive merger agreements by 14 May.</p>
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<p>Veolia share price increased by 9.7%, whilst that of Suez increased by 7.7%.</p>
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<p>Engie, controlled by the French State, will receive compensation for the improvement of the purchase offer.</p>
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<p>The improved offer represents:</p>
<ul>
<li>1.5x EV/Fwd revenue, <strong>8.1x EV/EBITDA</strong> and <strong>27.4x Fwd P/E</strong>.</li>
<li>an implied EV of €25,574 mn and implied equity value of €13,103.6 mn.</li>
<li>€3.2 bn more than the first offer; in spite of that, Veolia's 5-year CDS has barely moved.</li>
</ul>
<p>To avoid competition problems with regulators, a large part of the French assets-and others in Italy, Asia and Africa will be segregarded in a new society, which will not be part of the resulting group. This new company, whose assets will be acquired by the Galus Funds Ardian and Meridiam, GIP, and the Public Bank Caisse des Dépôts, among others, will have a turnover about €7 bn.</p>
<p>The rationale is of the merger is to create a "super French champion" in rising markets such as recycling or energy production based on waste or water resources (fragmented markets), which will have the economic support of new world plans in infrastructures and the impulse of the energy transition.</p>
<p>Suez has had a good run and I have been long since the outset. Now after two price increases, a PR offensive, and 32% gain over the initial price, this offer should be considered final. </p>
<p>With this agreement, Veolia culminates an integration plan that it began last summer, when it acquired a 29.9% stake in Suez from Engie (at €15.5, then revised to €18.0) and which, since then, Suez had resisted. The stake of Veolia in Suez bars any interloper attempt.</p>
<p>This is a rock solid trade, albeit the <strong>gross spread</strong> is an <strong>unexciting 3.2%</strong> on a deal that may take up to a year from now to close. <strong>Long TP €20.5</strong>, and monitor to add on any dip.</p>

Finally, both parties avoided taking the public backlash to new highs (on the Suez AGM). On 12 April, Veolia Environnement SA (VIE FP) and Suez (SEV FP) publicly smoked the peace pipe by announcing an agreement on the key T&amp;Cs of a merger to create the "World Champion of Ecological Transformation" (a global water and waste giant), with aggregate proforma revenues of €37 bn.


The offer price is increased from €18 per share to €20.5 per share.


Veolia has committed funds to complete the transaction, which will be financed by a bridging loan with a banking syndicate.


Both parties have agreed to enter into definitive merger agreements by 14 May.


Veolia share price increased by 9.7%, whilst that of Suez increased by 7.7%.


Engie, controlled by the French State, will receive compensation for the improvement of the purchase offer.


The improved offer represents:

1.5x EV/Fwd revenue, 8.1x EV/EBITDA and 27.4x Fwd P/E.
an implied EV of €25,574 mn and implied equity value of €13,103.6 mn.
€3.2 bn more than the first offer; in spite of that, Veolia's 5-year CDS has barely moved.

To avoid competition problems with regulators, a large part of the French assets-and others in Italy, Asia and Africa will be segregarded in a new society, which will not be part of the resulting group. This new company, whose assets will be acquired by the Galus Funds Ardian and Meridiam, GIP, and the Public Bank Caisse des Dépôts, among others, will have a turnover about €7 bn.
The rationale is of the merger is to create a "super French champion" in rising markets such as recycling or energy production based on waste or water resources (fragmented markets), which will have the economic support of new world plans in infrastructures and the impulse of the energy transition.
Suez has had a good run and I have been long since the outset. Now after two price increases, a PR offensive, and 32% gain over the initial price, this offer should be considered final. 
With this agreement, Veolia culminates an integration plan that it began last summer, when it acquired a 29.9% stake in Suez from Engie (at €15.5, then revised to €18.0) and which, since then, Suez had resisted. The stake of Veolia in Suez bars any interloper attempt.
This is a rock solid trade, albeit the gross spread is an unexciting 3.2% on a deal that may take up to a year from now to close. Long TP €20.5, and monitor to add on any dip.

<div>
<p>Yesterday's AFR reported a consortium led by Aussie PE outfit CPE Capital had made a $2bn+ Offer for waste collections and recycling group <a href="https://www.smartkarma.com/entities/bingo-industries-ltd" target="_blank" data-smartkarma-citation="entities:24067:1" rel="noopener">Bingo Industries (BIN AU)</a>.</p>
<p>Earlier today Bingo <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02331570-2A1275617?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">confirmed</a> an unsolicited, highly conditional, non-binding, indicative proposal, from funds advised by CPE, which includes Macquarie Group’s infrastructure arm Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme, with an indicative cash price of $3.50/share.</p>
</div>
<p>The proposal also references a scrip alternative that remains under development, which would provide shareholders with the option of a mix of cash and scrip at a lower upfront price than a simple cash option.</p>
<p>Conditions include due diligence and financing, with a minimum/maximum acceptance condition attached to the cash and scrip options. </p>
<p>Discussions between both parties remain ongoing.</p>
<div>
<p>More below the fold.</p>
</div>


Yesterday's AFR reported a consortium led by Aussie PE outfit CPE Capital had made a $2bn+ Offer for waste collections and recycling group Bingo Industries (BIN AU).
Earlier today Bingo confirmed an unsolicited, highly conditional, non-binding, indicative proposal, from funds advised by CPE, which includes Macquarie Group’s infrastructure arm Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme, with an indicative cash price of $3.50/share.

The proposal also references a scrip alternative that remains under development, which would provide shareholders with the option of a mix of cash and scrip at a lower upfront price than a simple cash option.
Conditions include due diligence and financing, with a minimum/maximum acceptance condition attached to the cash and scrip options. 
Discussions between both parties remain ongoing.

More below the fold.


Bingo Industries (BIN AU): CPE/MIRA's Scavenger Hunt

Australia

Transpacific Industries Group Ltd. provides integrated industrial cleaning and waste management solutions to customers across Australia and New Zealand. The Company also imports and distributes heavy-duty commercial vehicles.

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Suez - Veolia: Peace Pipe

After two offer price increases (over 32% vs initial offer), this agreement should be considered final and a rock solid trade, albeit an unexciting...

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David Blennerhassett

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