Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Last Week in Event SPACE: Singapore Press Holdings, Afterpay, Link Admin, Razer, AusNet, 51job

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

As a reminder, <a href="https://www.smartkarma.com/entities/51-job-inc-adr" target="_blank" data-smartkarma-citation="entities:532:1" rel="noopener">51 Job Inc Adr (JOBS US)</a> entered into a definitive agreement for a privatisation transaction at $79.05 in cash per ADS on 21 June. The consortium consists of DCP, Ocean Link Partners, <a href="https://www.smartkarma.com/entities/recruit-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:15070:1" rel="noopener">Recruit Holdings (6098 JP)</a> and Mr Rick Yan, the CEO since 2000. The merger was expected to close during the second half of 2021. The merger required shareholders representing two-thirds of shares present and voting to approve the deal. However, since the announcement of the definitive agreement, the gross spread reached a high of 33% on 29 October largely due to the radio silence on the deal completion. In the current uncertain Chinese regulatory climate, 51job did little to soothe investors’ nerves by failing to even mention the privatisation deal in its 2Q21 results released on 24 September.Encouragingly, the shares climbed 10% on 2 November due to the release of a Schedule 13D filing on 1 November which highlighted the consortium’s acquisition facilities agreement of $1.8 billion entered on 21 October and Mr Rick Yan’s facility agreement of $450 million entered on 28 October, both with China Merchants Bank. We think that the signing of the acquisition facilities is a significant step towards deal completion. While the privatisation price is not a knockout bid and is a modest premium to historical VWAPs over a 3-years and 1-year time period, the offer is reasonable in the context of 51job’s forecasted growth (PEG basis). Nevertheless, for shareholders seeking to be paid the fair value of their shares, dissenter rights are available.  <div class="content-highlight">The announcement on 21 June stated that Mr Rick, Recruit and certain other existing shareholders have agreed to vote their shares, which represent 54.9% of the voting rights, in favour of the privatisation deal. We continue to think that this level of support should be enough to get past the two-thirds shareholder approval threshold. The gross spread to the offer price is 17.3% at the last close price of $67.40 per ADS. </div>

As a reminder, 51 Job Inc Adr (JOBS US) entered into a definitive agreement for a privatisation transaction at $79.05 in cash per ADS on 21 June. The consortium consists of DCP, Ocean Link Partners, Recruit Holdings (6098 JP) and Mr Rick Yan, the CEO since 2000. The merger was expected to close during the second half of 2021. The merger required shareholders representing two-thirds of shares present and voting to approve the deal. However, since the announcement of the definitive agreement, the gross spread reached a high of 33% on 29 October largely due to the radio silence on the deal completion. In the current uncertain Chinese regulatory climate, 51job did little to soothe investors’ nerves by failing to even mention the privatisation deal in its 2Q21 results released on 24 September.Encouragingly, the shares climbed 10% on 2 November due to the release of a Schedule 13D filing on 1 November which highlighted the consortium’s acquisition facilities agreement of $1.8 billion entered on 21 October and Mr Rick Yan’s facility agreement of $450 million entered on 28 October, both with China Merchants Bank. We think that the signing of the acquisition facilities is a significant step towards deal completion. While the privatisation price is not a knockout bid and is a modest premium to historical VWAPs over a 3-years and 1-year time period, the offer is reasonable in the context of 51job’s forecasted growth (PEG basis). Nevertheless, for shareholders seeking to be paid the fair value of their shares, dissenter rights are available.  The announcement on 21 June stated that Mr Rick, Recruit and certain other existing shareholders have agreed to vote their shares, which represent 54.9% of the voting rights, in favour of the privatisation deal. We continue to think that this level of support should be enough to get past the two-thirds shareholder approval threshold. The gross spread to the offer price is 17.3% at the last close price of $67.40 per ADS. 

51job’s Privatisation Spread Risk/Reward

<div>
Back on the 21 June, IR solutions provider <a href="https://www.smartkarma.com/entities/51-job-inc-adr" target="_blank" data-smartkarma-citation="entities:532:1" rel="noopener">51 Job Inc (JOBS US)</a> <a href="https://sec.report/Document/0001193125-21-195283/" target="_blank" rel="noopener">announced</a> it had entered into a definitive privatisation agreement at US$79.05/share. 
Just last week in <a href="https://skr.ma/d8W2a" target="_blank" rel="noopener">51job (JOB US): Searching For Answers</a>, when the gross spread to terms was 30.8% -  the widest since the take-private transaction was first floated on the <a href="https://sec.report/Document/0001104659-20-105912/" target="_blank" rel="noopener">17 September 202</a>0 - I thought this was the right price to get involved. 
Despite China's ongoing scrutiny of the internet industry, I had not seen any specific issue pushing back on this deal. Additionally,  wasn't helping people find jobs more easily in-line with common prosperity?
51job has now <a href="https://www.sec.gov/Archives/edgar/data/0001295484/000110465921132333/tm2131363d1_sc13da.htm" target="_blank" rel="noopener">updated</a> its Schedule 13D - an SEC form to be filed when a person or group acquires more than 5% of a company. The amendment discusses facility agreements entered into with China Merchants Bank, the lead arranger, and Shanghai Pudong Development Bank Co (joint lead arranger). The facilities provide funding of US$2.275bn, just shy of the US$2.6bn required to complete the transaction.
Shares gained 9.8% on this development, the only newsflow since the firm agreement was entered into. 
Timing still remains unknown. However, this is a buy here.
</div>
More below the fold


Back on the 21 June, IR solutions provider 51 Job Inc (JOBS US) announced it had entered into a definitive privatisation agreement at US$79.05/share. 
Just last week in 51job (JOB US): Searching For Answers, when the gross spread to terms was 30.8% -  the widest since the take-private transaction was first floated on the 17 September 2020 - I thought this was the right price to get involved. 
Despite China's ongoing scrutiny of the internet industry, I had not seen any specific issue pushing back on this deal. Additionally,  wasn't helping people find jobs more easily in-line with common prosperity?
51job has now updated its Schedule 13D - an SEC form to be filed when a person or group acquires more than 5% of a company. The amendment discusses facility agreements entered into with China Merchants Bank, the lead arranger, and Shanghai Pudong Development Bank Co (joint lead arranger). The facilities provide funding of US$2.275bn, just shy of the US$2.6bn required to complete the transaction.
Shares gained 9.8% on this development, the only newsflow since the firm agreement was entered into. 
Timing still remains unknown. However, this is a buy here.

More below the fold

51job (JOB US): Shares Pop As Financing Progresses

Last Week in Event SPACE: Japan Post, Singapore Press, Siam Future, 51job, Kunlun, Shinsei Bank


For the month of October, 18 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$10bn.



Clicking on the company name in the table below will take you to the entity page where you can read the initial insight(s) written by Smartkarma contributors on these new deals and follow-up discussions, or simply click on the insight link(s) below the name.







New Deals


Industry


Size (US$bn)


Type


Premium




Australia




Apollo Consolidated (AOP AU) 
Gold
0.1
Off-market Takeover
27%


Ramelius (RMS AU) Adds Apollo To Its Portfolio



Aventus Group (AVN AU) 
Real estate
0.3
Scheme
N/A


HomeCo Daily Needs REIT (HDN AU) To Merge with Aventus (AVN AU) In Self-Takeunder



Cashrewards (CRW AU) 
Online shopping
0.1
Scheme
19.5%


Cashrewards (CRW AU)'s Offer Is 34% Below Last December's IPO



Class Ltd (CL1 AU) 
Cloud accounting
0.3
Scheme
71.6%


Class - Hub24: Scheme Trading Wide



Irongate Group (IAP AU) 
Real estate
0.7
Scheme
10%


Irongate (IAP AU): 360 Capital's Tilt Reminiscent Of ARA/Cromwell Stoush



Intega Group Ltd (ITG AU) 
Construction
0.3
Scheme
95%


Intega (ITG AU) Enters Scheme With Kiwa



Over the Wire Holdings Ltd (OTW AU) 
Telco/It provider
0.3
Scheme
15%


 Over The Wire (OTW AU): The Latest Aussie IT Play



Senex Energy (SXY AU) 
Gas producer
0.6
Off-market Takeover
40%


 Senex (SXY AU): Posco's Looming Offer



Hong Kong




Ausnutria Dairy Corp (1717 HK) 
Infant formula
0.7
MGO
13.67%


Yili's Pre-Conditional Offer &amp; Ausnutria (1717 HK)'s Crowded Register



Chinese Estates Holdings (127 HK) 
Real estate
0.3
Scheme
37.9%


Chinese Estates (127 HK): $4.00/Share Offer



Cp Pokphand (43 HK) 
Agri play
0.9
Scheme
19.79%


C.P. Pokphand (43 HK): Privatisation Offer From CP Foods



Dragon Crown Group (935 HK) 
Chemical storage
0.2
Pre-con Offer
8.475


Dragon Crown (935 HK)'s VGO Is A Done Deal



Yorkey Optical International Cayman (2788 HK) 
Optics
0.1
Scheme
54.4%



Yorkey Optical (2788 HK)'s Scheme: What Will Webb Do? Yorkey Optical (2788 HK): Webb Bumps... Will Asia Optical? Yorkey Optical (2788 HK): Time To Buy




Japan




Ebook Initiative Japan Co Ltd (3658 JP) 
Digital books
0.2
Tender Offer
4.6%


E-Book Initiative (3658 JP) Tender Offer Takeout - This One Needs Cowbell Too



Pipedo HD Inc (3919 JP) 
Info platform
0.1
Tender Offer
N/A


 Pipedo HD (3919 JP): Advantage Partners MBO




Singapore




ESR-REIT (EREIT SP) /ARA LOGOS (ALLT SP)

Property
1.0
Scheme
N/A


ARA Logos (ALLT SP) To Merge with ESR-REIT (EREIT SP)



Singapore Press Holdings (SPH SP) 
Conglomerate
2.5
Scheme
10%


SPH Lobang - Holders So Shiok, Bidders So Kiasu. This May Not Be The End



Taiwan




IBF Financial (2889 TT) / Entie Commercial Bank (2849 TT) 
Finance
1.2
Share swap
N/A


20-Oct: EnTie (2849 TT) - IBF (2889 TT): US$1.2bn Cash &amp; Scrip Deal Far From Done



Source: Smartkarma Insights






The average premium for the new deals announced (or first discussed) in October was ~30%, with a year-to-date average of ~32% (139 deals &amp; total deal size of US$259bn).
This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively.




Offer Premium Summary





     




2019


2020


2021 YTD



Australia
33.0%
32.4%
36.0%


Hong Kong
25.2%
34.7%
32.2%


Japan
44.0%
35.2%
27.4%


ROW
29.1%
24.2%
32.5%


Average
31.5%
31.1%
32.2%



Source: Smartkarma Insights









Summary of News in October 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 to announcements &amp; insights)




1300 Smiles Ltd (ONT AU) 

13-Oct Scheme Booklet registered with ASIC. Scheme meeting to be held on the 12 November.




5G Networks Ltd/Australia (5GN AU) / Webcentral (WCG AU) 

1-Oct: The Federal Court of Australia has approved the convening of Scheme Meeting and distribution of Scheme Booklet. The Scheme Meeting will be held virtually at 10:00am (Melbourne time) on Monday, 8 November 2021. Indicative Timeline is shown in the image below.




Afterpay Touch (APT AU) 

No October update




Ale Property (LEP AU) 

20-Oct: Ale Property (LEP AU) is suspended "pending release of a judgement of the Supreme Court of Victoria in relation to the 2018 Rent Determinations as advised by ASX announcement on 19 October 2021". Some background on this can be found on page 12 of the 2021 annual report. According to Philip Cheetham, Head Of Listed Investor Relations at Charter Hall Long Wale Reit (CLW AU):"The outcome of this litigation does not form a defeating condition or alter our bid for LEP."




Ausnet Services (AST AU) 

15-Oct: Ausnet Services (AST AU) announces that it proposes to engage with APA Group (APA AU) on its indicative, non-binding and conditional proposal. This follows the decision and final orders announced by the Takeovers Panel in response to the application previously submitted by APA.  25-Oct: Ausnet Services (AST AU) has announced that they have granted due diligence access to APA Group (APA AU) and have been granted reverse due diligence access.  29-Oct: AusNet (AST AU): ACCC Commences Informal Review




Australian Pharmaceutical Industries (API AU) 

7-Oct: Pursuant to an undertaking agreement with Washington H. Soul Pattinson and Co. Ltd (SOL AU), Wesfarmers Ltd (WES AU) has now taken a 19.3% stake in Australian Pharmaceutical Industries (API AU).




Empired Ltd (EPD AU) 

25-Oct: Empired Ltd (EPD AU) shareholders approved the Scheme. Implementation is the 16 November.




iCar Asia Ltd (ICQ AU) 

19-Oct: ICar (ICQ AU) &amp; Carsome Enter Into Scheme




Huon Aquaculture (HUO AU) 

29-Oct: Huon Aquaculture (HUO AU) shareholders overwhelmingly supported the Scheme. The implementation date is expected to be the 17 November. 




Japara Healthcare (JHC AU) 

21-Oct: Japara Healthcare (JHC AU) shareholders approve the Scheme. The implementation date is the 5 November. 




Oil Search Ltd (OSH AU) 

29-Oct: Oil Search Ltd (OSH AU)'s first court hearing is expected to take place on the 10 November in place of 27 October as previously announced. 




Rhipe Ltd (RHP AU) 

11-Oct: Rhipe Ltd (RHP AU)'s shareholders approve the Scheme. Shares to be suspended at the close of trading on the 14 October. 




Smartgroup Corp (SIQ AU) 

25-Oct: Smartgroup Corp (SIQ AU) have announced that the TPG and Potentia consortium have decided not to proceed with the acquisition at A$10.35/share and have revised their proposal to A$9.25/share.




Spark Infrastructure (SKI AU) 

21-Oct: Spark (SKI AU): Scheme Booklet Out. Meeting On The 22 November




Sydney Airport (SYD AU) 

7-Oct: Australia's ACCC is now seeking views on the proposed acquisition of Sydney Airport (SYD AU) by the Sydney Aviation Alliance. Responses are required to be submitted by the 28 October. 










Hong Kong


Comments (with links to announcements &amp; insights)




China Youzan Limited (8083 HK) 

1-Oct: The Offeror and China Youzan (8083 HK) announced they are preparing the Scheme doc.  20 Oct: Well, not quite yet. The despatch date has been pushed o the 31 December from 19 October previously. 




Golden Throat Holdings (6896 HK) 

29-Oct: Golden Throat (6896 HK): Scheme Doc Out. Court Meeting On 30 November




Nature Home Holding Company (2083 HK) 

14-Sep: Nature Home (2083 HK): Scheme Doc Out. Court Meeting On 6 Oct. Evergrande Overhang
28-Sep: Nature Home (2083 HK): Risk Aversity Sees Spread Blow Out




Suchuang Gas Corp (1430 HK) 

29-Oct: Suchuang Gas Corp (1430 HK)'s Scheme Doc has been delayed until the 29 December. 










India


Comments 




Adani Power (ADANI IN) 

No October update




Mphasis Ltd (MPHL IN) 

No October update










Japan


Comments (with links to announcements &amp; insights)




Ebook Initiative Japan Co Ltd (3658 JP) 

No October update




Hitachi Metals (5486 JP) 

No October update




Kansai Super Market (9919 JP) 

No October update




Maxvalu Nishinihon (8287 JP) / Fuji Co Ltd (8278 JP) 

No October update




Nippo Corp (1881 JP) 

7-Oct: The Nikkei (English and Japanese) is out with an article saying that ENEOS Holdings (5020 JP) has agreed to buy JRE from GS and GIC. 




Pipedo HD Inc (3919 JP) 

No October update




Shinsei Bank (8303 JP) 

21-Oct: Shinsei Objects to SBI Tender - Offers "Requirements" To Approve 27-Oct: Shinsei TOB: A Complicated Game of 🐓 Nobody Has Thought About?










Malaysia


Comments 




Daibochi Plastic &amp; Packaging Industry (DPP MK) 
15-Oct: The independent advisor recommends the unconditional offer for Daibochi Plastic &amp; Packaging Industry (DPP MK). 25-Oct: Daibochi (DPP MK)'s Offer has been extended to the 8 November. 



Ijm Plantations (IJMP MK) 
1 Oct: Ijm Plantations (IJMP MK)'s IFA recommends Offer to shareholders.  7-Oct: Ijm Plantations (IJMP MK)'s Offer has been extended to the 25 October.   25-Oct: Ijm Plantations (IJMP MK) extends the closing date of its Offer to the 18 November.



MMC Corp Bhd (MMC MK) 
No October update











China

51job, Inc. provides integrated human resource services in China, with a strong focus on recruitment related services.  The Company's recruitment related services are delivered in both print and online formats.

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51 Job Inc Adr (JOBS US)

Last Week in Event SPACE: Singapore Press Holdings, Afterpay, Link Admin, Razer, AusNet, 51job

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

51job’s Privatisation Spread Risk/Reward

We think that the signing of the acquisition facilities is a significant step towards deal completion. The gross spread to the offer price is 17.3%...

Arun George

51job (JOB US): Shares Pop As Financing Progresses

Trading at a gross/annualised spread of 19.8%/56.3%, assuming completion at the end of 1Q22. That still looks attractive,

David Blennerhassett

Last Week in Event SPACE: Japan Post, Singapore Press, Siam Future, 51job, Kunlun, Shinsei Bank

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

(Mostly) Asia M&A: October 2021 Roundup

The average premium for the new deals announced (or first discussed) in October was ~30%, with a year-to-date average of ~32% (138 deals & total...

David Blennerhassett

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