Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Hangzhou Kangji Medical Instrument Co., Ltd. / Event-Driven

Hangzhou Kangji Medical Instrument Co., Ltd.

<ul>
<li>With the pre-cons squared away as per the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0903/2025090302242.pdf" target="_blank" rel="noopener">3rd September announcement</a>, the key risk to <a href="https://www.smartkarma.com/entities/hangzhou-kangji-medical-instrument-co-ltd" target="_blank" data-smartkarma-citation="entities:28938:1" rel="noopener">Hangzhou Kangji Medical Instrument (9997 HK)</a>'s Offer is the Scheme vote. </li>
<li>The HK$9.25/share consideration price (declared final), was an uninspiring 9.9% premium to last close. But pitched around a four-year high. And peers are down 10% on average since the Offer.</li>
<li>A perusal of the s329 investigative reports provides a significantly clearer picture on who holds what.</li>
</ul>


With the pre-cons squared away as per the 3rd September announcement, the key risk to Hangzhou Kangji Medical Instrument (9997 HK)'s Offer is the Scheme vote. 
The HK$9.25/share consideration price (declared final), was an uninspiring 9.9% premium to last close. But pitched around a four-year high. And peers are down 10% on average since the Offer.
A perusal of the s329 investigative reports provides a significantly clearer picture on who holds what.


Kangji Medical (9997 HK): A Closer Look At The Shareholder Register

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hangzhou-kangji-medical-instrument-co-ltd" target="_blank" data-smartkarma-citation="entities:28938:1" rel="noopener">Kangji Medical Instrument (9997 HK)</a> <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0903/2025090302242.pdf" target="_blank" rel="noopener">announced</a> last night all pre-cons have been squared away. That must be some kind of record to secure SAMR approval for a Hong Kong-listed privatisation.</li>
<li>Back on the 12th August, Kangji Medical announced a less-than-ideal Offer, by way of a Scheme, from a consortium led by TPG and Qatar Investment Authority, together with the founders.</li>
<li>
What next? The Scheme Doc dispatch remains the 31st October, unless announced otherwise, as the Cayman Court is still on its six week "vacation".</li>
</ul>



Kangji Medical Instrument (9997 HK) announced last night all pre-cons have been squared away. That must be some kind of record to secure SAMR approval for a Hong Kong-listed privatisation.
Back on the 12th August, Kangji Medical announced a less-than-ideal Offer, by way of a Scheme, from a consortium led by TPG and Qatar Investment Authority, together with the founders.

What next? The Scheme Doc dispatch remains the 31st October, unless announced otherwise, as the Cayman Court is still on its six week "vacation".


Kangji Medical (9997 HK): Speedy Turnaround On Pre-Cons

<ul>
<li>Chinese property play <a href="https://www.smartkarma.com/entities/joy-city-property-ltd" target="_blank" data-smartkarma-citation="entities:10958:1" rel="noopener">Joy City (207 HK)</a> has announced a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0731/2025073102020.pdf" target="_blank" rel="noopener">Scheme buyback</a>, with a price of $0.62/share (declared final), a 67.57% premium; but more like a 158% premium to undisturbed. </li>
<li>Yes, this is a 70% discount to NAV. Yet Joy City has traded at P/B of 0.14x, on average, the past five years. Earnings have trended south in that timeframe. </li>
<li>The IFA will likely cite liquidity and Joy City's historical discount to NAV, and opine "reasonable", and probably even "fair". It is what it is for long-suffering shareholders.</li>
</ul>


Chinese property play Joy City (207 HK) has announced a Scheme buyback, with a price of $0.62/share (declared final), a 67.57% premium; but more like a 158% premium to undisturbed. 
Yes, this is a 70% discount to NAV. Yet Joy City has traded at P/B of 0.14x, on average, the past five years. Earnings have trended south in that timeframe. 
The IFA will likely cite liquidity and Joy City's historical discount to NAV, and opine "reasonable", and probably even "fair". It is what it is for long-suffering shareholders.


Joy City (207 HK): Minorities Should Take The Cash

<ul>
<li>Back on the 27th January, <a href="https://www.smartkarma.com/entities/dada-nexus-ltd" target="_blank" data-smartkarma-citation="entities:28961:1" rel="noopener">Dada Nexus (DADA US)</a>, a Chinese on-demand retail and delivery platform, announced a preliminary non-binding proposal from <a href="https://www.smartkarma.com/entities/jd-com-inc" target="_blank" data-smartkarma-citation="entities:29043:1" rel="noopener">JD.com (9618 HK)</a>.</li>
<li>JD.com, a 63.2% shareholder, was offering US$0.50/share (US$2.00/ADS), a 42% premium to last close. Those terms are now firm and a <a href="https://ir.imdada.cn/static-files/76b0510f-d0c8-4d31-8eae-0c8d4bc000b6" target="_blank" rel="noopener">definitive agreement entered into</a>.</li>
<li>The merger is expected to close in the third quarter. Trading at 4.7%/15%, gross/annualised spread, assuming a four month off-ramp.</li>
</ul>


Back on the 27th January, Dada Nexus (DADA US), a Chinese on-demand retail and delivery platform, announced a preliminary non-binding proposal from JD.com (9618 HK).
JD.com, a 63.2% shareholder, was offering US$0.50/share (US$2.00/ADS), a 42% premium to last close. Those terms are now firm and a definitive agreement entered into.
The merger is expected to close in the third quarter. Trading at 4.7%/15%, gross/annualised spread, assuming a four month off-ramp.


Dada Nexus (DADA US): JD.Com's US$2/ADS Firm Offer

<ul>
<li>For the month of March 2025, 13 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$14bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in March was ~53%, with a year-to-date average also of 55%.</li>
<li>The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31% .</li>
</ul>


For the month of March 2025, 13 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$14bn.
The average premium for the new transactions announced (or first discussed) in March was ~53%, with a year-to-date average also of 55%.
The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31% .


(Mostly) Asia M&A, Mar 2025 Wrap: ENN Energy, Gold Road, Spartan, Aeon Delight, Sinarmas, Topcon

Hong Kong

Fosun Tourism Group operates as a leisure focused integrated tourism group. The Company provides resorts management, tourism destinations development, and other related services. Fosun Tourism Group offers its services worldwide.

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Fosun Tourism (1992 HK)

Kangji Medical (9997 HK): A Closer Look At The Shareholder Register

I expect this Offer gets up. Assuming payment shortly before Xmas, I'd pay up to ~HK$8.95/share for a 15% annualised return. If you have the risk...

David Blennerhassett

Kangji Medical (9997 HK): Speedy Turnaround On Pre-Cons

I still expect this Offer to get up. Trading wide at 5.5%/20.3% gross/annual., assuming payment shortly before Xmas. Given terms are not, by any...

David Blennerhassett

Joy City (207 HK): Minorities Should Take The Cash

Optically, pricing is not awesome. Yet, this whole space has been tragic for many years. It is what it is. If small-cap illiquid arbs are your...

David Blennerhassett

Dada Nexus (DADA US): JD.Com's US$2/ADS Firm Offer

This is a clean deal. Just a question of timing. The spread is attractive. I'd look to enter around here and on any pullback.

David Blennerhassett

(Mostly) Asia M&A, Mar 2025 Wrap: ENN Energy, Gold Road, Spartan, Aeon Delight, Sinarmas, Topcon

For the month of March, 13 new deals were discussed on Smartkarma with an overall deal size of ~US$14bn. The average premium for the new deals...

David Blennerhassett

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