Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

For the month of May, 12 new deals were discussed on Smartkarma with an overall announced deal size of ~US$8.4bn.
Clicking on the company name in the table below will take you to the entity page where you can read initial insight(s) written by Smartkarma contributors on these new deals.





New Deals


Industry


Size (US$bn)


Type


Premium



Australia


Kidman Resources (KDR AU)
Mining
0.54
Scheme
47.3%


Vocus Communications (VOC AU)
Telecom
2.30
Scheme
35.0%





Japan


Misawa Homes (1722 JP)
Homebuilding
0.19
Tender offer
30.8%


Nitto Fc Co Ltd (4033 JP)
Fertilizer
0.28
Tender offer
37.6%


Techno Associe (8249 JP)
Trading
0.03
Tender Offer



Tosho Printing (7913 JP)
Commercial printing
0.26
Tender offer
41.2%





Malaysia


Lafarge Malaysia (LMC MK)
Materials
0.37
MGO
13.6%





Singapore


800 super holdings (ESH SP)
Waste management
0.12
VGO
16.1%


Memtech International (MTEC SP)
Tech
0.05
VGO
23.9%





UK


Independent News and Media (INM LN)
Media
0.16
Scheme
44%






US   


Advanced Disposal (ADSW US)
Waste management
2.95
Def. agreement
22.1%


Circor International (CIR US)
Industrial
0.89
Proposal
47%




Both Vocus Communications (VOC AU) and Circor International (CIR US) are unofficial - the former is indicative and Circor's board has rebuffed Crane Co (CR US)'s proposal.
The above does not include insights written on the Fiat Chrysler Automobiles NV (FCA IM) / Renault SA (RNO FP) case (which have a combined market cap of US$38bn) as there is no agreed deal - just a proposal that the RNO board will look at - probably favorably in some context - in the coming days; nor the proposed US$3.5bn merger of Nippon Shokubai (4114 JP) / Sanyo Chemical Industries (4471 JP) which has, as yet, no agreed merger ratio.
The average premium to last close for the new deals announced in May was 33%, while the average for the five months of 2019 is ~31%.
Brief Summary of News in May of Arb Situations On Smartkarma's Radar
(again, click on the company names to take to you to the insights and/or discussion posts for a more comprehensive read-through on each situation)




Australia


Comments (with links)



Automotive Holdings (AHG AU)

Ap Eagers Ltd (APE AU) has improved the consideration to 1 APE for every 3.6 AHG shares, from 3.8 shares. AHG's board has unanimously recommend the improved Offer. The Offer is also now free from the market fall condition. Including the acceptance facility, APE holds 61.81% in AHG as at 30 May.



Aveo Group (AOG AU)
No May update


DuluxGroup Ltd (DLX AU)
DLX recommend Nippon's Offer on 6 May. The ex-date for its half-year dividend of A$0.43/share is the 21 June.


Eclipx (ECX AU)
No May update. 1H19 results today - operating income down 15%.


Graincorp Ltd A (GNC AU)
Not surprisingly, GNC has informed LTAP it is unable to proceed with the non-binding indicative proposal on 6 May.


Healthscope Ltd (HSO AU)
Done and dusted - courts approve scheme. Cash to be paid on the 6th June.


Lynas Corp Ltd (LYC AU)

Signs an MOU with US' Blue Lines for a rare earth separation facility on 20 May. The share price is up as rare earth stocks rally on concerns/rumours China might restrict rare earth exports to the US. Malaysian Prime Minister Mahathir Mohamad was in Tokyo for a business conference was quoted saying "“We think we’ll have to renew the licence” . Lynas welcomes the news 



Navitas Ltd (NVT AU)
Scheme book dispatched on the 13 May. The meeting is to be held on the 19th June.


Ruralco Holdings (RHL AU)
The ex-date for its half-year dividend of A$0.10/share was the 30 May.


Villa World Ltd (VLW AU)

VLW's directors unanimously recommended AVID's revised proposal of $2.345/share by way of a scheme on the 2 May.



Xenith Ip (XIP AU)
No May update








Hong Kong


Comments (with links)



China Power New Energy Development Co (735 HK)

The scheme doc for CPEND is now expected to be dispatched on or before the 21 June, out from 2 May previously.



Hong Kong International Construction Investment Management Group Co., (687 HK)
The MGO closed on the 2 May with Blackstone holding 86.28%. Shares are suspended and Blackstone will take the necessary steps to restore the float.


Harbin Electric Co Ltd H (1133 HK)

In an unprecedented move, the acceptance period for has been extended to 19 July from 20 May. At the time of the extension, acceptances were 85.84% as of today. Two months to get another 4.16%. This will get done.



Hanergy Thin Film Power (566 HK)

The Scheme and the special resolution for matters relating to the implementation of the Scheme were approved respectively at the Court Meeting and the SGM on the 18 May 2018. The Court Hearing is the 4 June with an Effective date on the 6 June.



New Sports Group (299 HK)
The unconditional offer closed on the 24 May with the Offeror and parties holding 75.46%. A temporary waiver from strict compliance with the public float was lodged with the SFC.








India


Comments



Glaxosmithkline Consumer Healthcare (SKB IN)
No May update


Gruh Finance (GRHF IN)

Gruh's board recommended a dividend of INR 2/share for FY19 at the April 30 meeting.
 Gruh will hold its NCLT-convened meetings of shareholders, creditors on 4 June to approve the scheme with Bandhan Bank.  The company raised the foreign portfolio investment limit to 40% from 25% on the 28 May.



Mindtree Ltd (MTCL IN)

On the 1 May, L&amp;T acquired a 20% stake from VG Siddhartha.
L&amp;T increases its stake to 26.48% on the 16 May.
Open offered delayed for around two weeks from the 14 May due to late Exchange queries.









Japan


Comments (with links)



Kabu.Com Securities (8703 JP)
No May update


Ki Holdings (6747 JP)

No May update



Kosaido Co Ltd (7868 JP)

Murakami's tender offer failed - big time - on the 22 May.



Nexon Co Ltd (3659 JP)
Two delays for final bidding.   Numerous media accounts/rumours - and numerous insights written by SK contributors. Click on the company name to the left to go to these insights.


U Shin Ltd (6985 JP)
No May update









Singapore


Comments



Ezion Holdings (EZI SP)

1Q19 results on 15 May - net losses down 68%.


Indofood Agri Resources (IFAR SP)
The Offer has been extended until the 25 June (or such later date) and the Offer price has adjusted to $0.2775 for the final dividend of $0.0025.


Kingboard Copper Foil Hldgs (KCF SP)
The Offer closed on the 16 May with 10.5% shares out tendering, giving the Offeror 98.45%. Shares suspended.


Oue Hospitality Trust (OUEHT SP)
The hearing of the trust scheme took place on the 29 May.


Ying Li International Real Estate Ltd (YINGLI SP)
On the 2 May, the IFA recommends shareholders reject the unconditional offer (page 55 of the PDF circular). Offer closed on the 16 May - acceptances were 13.12% giving the Offeror 72.04%.









South Korea


Comments



Hyundai Oilbank Co Ltd (1082Z KS)
No May update








Thailand


Comments



Glow Energy Pcl (GLOW TB)
26.14% of shares out tendered into GLOW's Offer giving Global Power Synergy Company Ltd (GPSC TB) a total stake of 96.25%. The stock popped mid-week on expectation a Delisting Offer will occur sooner rather than later.


Golden Land Prop Dvlp (GOLD TB)
Approval from the Office of Trade Competition Commission was received on the 23 May, therefore Frasers Property (Thailand) Pcl (FPT TB)'s tender offer is expected to commence on the 5 June and conclude on the 8 August.


Thanachart Capital (TCAP TB)

No May update








UK


Comments (with links)



Earthport plc (EPO LN)

Visa announced it acquired control on the 8 May.



Ophir Energy (OPHR LN)

Medco Energi Internasional T (MEDC IJ) received Tanzania approval on the 9 May. The scheme became effective on the 21 May. Settlement is the 4 June.







Europe


Comments (with links)



Oslo Bors VPS Holding ASA (OSLO NS)

On the 13 May, the Ministry of Finance considered Euronext N.V. and Nasdaq AB to be suitable owners in accordance with the Securities Trading Act and Securities Register Act.   On the 27 May, Nasdaq withdrew its offer.



Lenta Ltd (LNTA LI)

Severgroup reached valid acceptances of 50% on the 16 May.



Scout24 AG (G24 GR)

The Offer by H&amp;F did not go through on the 9 May.





Travis Lundy

Today after the close, <a href="https://www.smartkarma.com/entities/15841" target="_blank" data-smartkarma-citation="entities:15841:1">Koito Manufacturing (7276 JP)</a><a href="https://www.koito.co.jp/english/global-image/news/pdf/201904231640417811301715cbec1791f42b.pdf" target="_blank">announced</a> a Tender Offer to take out the minority shareholders in <a href="https://www.smartkarma.com/entities/4192" target="_blank" data-smartkarma-citation="entities:4192:1">Ki Holdings (6747 JP)</a>. This has been long-awaited and long-needed.
Koito Manufacturing started more than 100 years ago as a supplier of fresnel lenses for railway signals. It became Koito Manufacturing in the midst of a WWII reorganization, by which time it was making lighting for railways, trains, seagoing vessels, and airports. After WWII the company developed reclining seats for trains and airplanes and then entered into the sealed beam headlight market to supply automobile headlights. Just after WWII, a distribution company was formed to distribute the industrial lights and seats. That company was eventually renamed Koito Industries and eventually the business of Koito Manufacturing split into the business of automobile lighting (Koito Manufacturing) and airport, railway, industrial, lights and signals, and commercial real estate lighting (those big red lights on the corners of tall buildings which blink at night so helicopters don't run into them), and rail and airplane seats (Koito Industries). 
Once upon a time the company was incredibly cash and financial asset rich, and was an obvious BIMBO target but in 2009-2010 there was a scandal of airplane seat test falsification where the company had just copied the results of past tests. That required a test of 150,000 seats across 1,000 planes for 32 airlines in 24 countries. Airbus shut them down as a supplier almost immediately and Boeing took them off the approved list for newbuild seats in 2010. It took two years and all the seats were tested and passed but the 2009-2010 scandal effectively put Koito Industries out of the airplane seat business. The company spun out everything but the airplane seats into Koito Electric Industries in 2011 and then renamed itself KI Holdings the same year. 
Finally, in 2019, what is half a transportation lighting/signalling company and half an electronics/LED company is being taken over by the parent. 
<div class="content-highlight">
However, the modalities of how this is getting done are symptomatic of a shocking lack of good governance process.
This deal effectively requires zero independent-thinking economically-motivated investors to tender to make it a success and force minority squeezeout and delisting. This deal can almost certainly be accomplished with every single one of them refusing to participate.
Given that it is a major company within the Toyota sphere of influence conducting this, it is all the more disappointing (though somehow not surprising). 
</div>

Today after the close, Koito Manufacturing (7276 JP)announced a Tender Offer to take out the minority shareholders in Ki Holdings (6747 JP). This has been long-awaited and long-needed.
Koito Manufacturing started more than 100 years ago as a supplier of fresnel lenses for railway signals. It became Koito Manufacturing in the midst of a WWII reorganization, by which time it was making lighting for railways, trains, seagoing vessels, and airports. After WWII the company developed reclining seats for trains and airplanes and then entered into the sealed beam headlight market to supply automobile headlights. Just after WWII, a distribution company was formed to distribute the industrial lights and seats. That company was eventually renamed Koito Industries and eventually the business of Koito Manufacturing split into the business of automobile lighting (Koito Manufacturing) and airport, railway, industrial, lights and signals, and commercial real estate lighting (those big red lights on the corners of tall buildings which blink at night so helicopters don't run into them), and rail and airplane seats (Koito Industries). 
Once upon a time the company was incredibly cash and financial asset rich, and was an obvious BIMBO target but in 2009-2010 there was a scandal of airplane seat test falsification where the company had just copied the results of past tests. That required a test of 150,000 seats across 1,000 planes for 32 airlines in 24 countries. Airbus shut them down as a supplier almost immediately and Boeing took them off the approved list for newbuild seats in 2010. It took two years and all the seats were tested and passed but the 2009-2010 scandal effectively put Koito Industries out of the airplane seat business. The company spun out everything but the airplane seats into Koito Electric Industries in 2011 and then renamed itself KI Holdings the same year. 
Finally, in 2019, what is half a transportation lighting/signalling company and half an electronics/LED company is being taken over by the parent. 

However, the modalities of how this is getting done are symptomatic of a shocking lack of good governance process.
This deal effectively requires zero independent-thinking economically-motivated investors to tender to make it a success and force minority squeezeout and delisting. This deal can almost certainly be accomplished with every single one of them refusing to participate.
Given that it is a major company within the Toyota sphere of influence conducting this, it is all the more disappointing (though somehow not surprising). 


Koito Mfg (7276) Finally Announces TOB for KI Holdings (6747) Subsidiary

Japan

KI HOLDINGS CO.,LTD. manufactures lighting, electrical, and traffic signal equipment.  The Company also produces rolling stock equipment, electronic information display, and seats for Shinkansens (bullet trains) and airplanes.

Ki Holdings (6747 JP)

(Mostly) Asia M&A: May 2019 Roundup

For the month of May, 12 new deals were discussed on Smartkarma with an overall announced deal size of ~US$8.4bn. Clicking on the company name in...

David Blennerhassett

Koito Mfg (7276) Finally Announces TOB for KI Holdings (6747) Subsidiary

Today after the close, Koito Manufacturing (7276 JP)announced a Tender Offer to take out the minority shareholders in Ki Holdings (6747 JP). This...

Travis Lundy