Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven


For the month of May, 11 new deals were discussed on Smartkarma with an overall announced deal size of ~US$7.3bn.



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




APN Property Group (APD AU) 
Property
0.2
Scheme
50%


APN Prop (APD AU): Dexus' Done Deal



Boral Ltd (BLD AU) 
Construction
4.8
Off-market
Nil


Boral Ltd (BLD AU): Seven's Nil Premium



Japara Healthcare (JHC AU) 
Healthcare
0.2
Scheme
30%


Japara Healthcare (JHC AU): Here Comes The Calvary


 



Hong Kong




Chong Hing Bank (1111 HK) 
Banking
0.2
Scheme
51.2%



Chong Hing Bank (1111 HK): Takeover Talk As Shares Pop
Chong Hing Bank (1111 HK): Yue Xiu's Offer Is Light



 



Japan




Aomori Bank (8342 JP) / Michinoku Bank (8350 JP) 
Bank
0.6
Merger



Aomori Bank &amp; Michinoku Bank Merger - Nothing To Write Home About Yet



EPS Holdings (4282 JP) 
Data/software
0.1
Tender Offer
35.5%


Another Too-Cheap MBO as Founder Takes Out EPS


 Locoguide (4497 JP) / Kufu (4399 JP)

Real estate
0.4
Merger



Locoguide (4497 JP) - Kufu (4399 JP): Merger Is a Done Deal



Maruka Machinery (7594 JP) / Furusato Industries (8087 JP) 
Trading
0.4
Merger



A Complex SmallCap Merger in Japan: Maruka (7594) And Furusato (8087)



Secom Joshinetsu (4342 JP) 
Security
0.3
Tender Offer
66.2%


Secom To Finally Buy Out Affiliate Secom Joshinetsu (4342)








Malaysia




Can-One Bhd (CAN MK) 
Manufacturing
0.1
MTO
15.8%


Can-One (CAN MK)? Yeoh Can Lah!



IHH Healthcare (IHH MK) 
Healthcare
N/A
N/A
N/A


IHH Healthcare (IHH MK): More Medicine For Mitsui?


Source: Smartkarma Insights






The above does not include BetMakers Technology Group (BET AU) lobbing a non-binding offer of A$4bn (A$1bn cash, $3bn scrip into BET) for Tabcorp Ltd (TAH AU)'s wagering and media division, and Apollo's prior tilt - Tabcorp (TAH AU): Apollo Shows Its Hand.

Nor does the table include the rumoured merger between  Angang Steel Co Ltd (H) (347 HK) and Bengang Steel (000761 CH) - Amalgamated Steel: Merging Angang &amp; Bengang As, Bs, and Hs.



The average premium for the new deals announced (or first discussed) in May was ~41%, with a year-to-date average of ~31% (78 deals). This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively. 




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 to announcements &amp; insights)




3P Learning (3PL AU) 

No May update




Bingo Industries (BIN AU) 

1-May: Capital Group announced it has sold its entire 9.7% stake in Bingo Industries (BIN AU).




Crown Resorts (CWN AU) 

10-May: Crown Resorts: Blackstone &amp; Star Place Their Bets
17-May: Crown Says Blackstone's Bid Is Light. Undecided On Star
20-May: Crown Resorts Ltd: Blackstone Offer Rejected, Star Offer May Still Not Reflect True Forward Value




Galaxy Resources (GXY AU) 

No May update




Link Administration Holdings (LNK AU) 

27-May: Link Group (LNK AU): KKR Opens The Bidding For PEXA
31-May: Link Admin (LNK AU) Goes IPO Route For PEXA Afterall




Mainstream Group Holdings Ltd (MAI AU) 

2-May: Mainstream (MAI AU): More-Than-Double in Less than 2 Months After Apex Bump
6-May: Mainstream (MAI AU): Bidding War Continues as SS&amp;C Overbids for the 4th Time
14-May: Mainstream (MAI AU): +120% in ~2 Months but Bidding War Continues....




McPherson's Ltd (MCP AU) 

No May update




Mortgage Choice (MOC AU) 

26-Mau FIRB gives its approval



Primewest Group Ltd (PWG AU)

14-May: Target's Statement and Bidder's Statements were published. Primewest Group Ltd (PWG AU)'s Board has unanimously recommended shareholders to accept the Offer. 




Think Childcare (TNK AU) 

12-May: Think Childcare (TNK AU) has agreed to extend the Exclusivity Period with Busy Bees to 31st May 2021 (vs. original deadline of 14th May). This is still a non-binding deal with an expected completion date to be in 1Q CY22. 




Vitalharvest Freehold Trust (VTH AU) 

1-May: And so it goes - MAFM bumps its Offer for Vitalharvest Freehold Trust (VTH AU) to $1.26.
7-May: MAFM exercises a call option and acquires 16.2% of Vitalharvest Freehold Trust (VTH AU).
28-May Roc bumps its Offer for Vitalharvest Freehold Trust (VTH AU) to $1.29/share.  And says it will overbid any MAFM counter! 




Vocus Communications (VOC AU) 

10-May: Vocus Comms (VOC AU): MIRA/Aware's Done Deal
19-May: Vocus Comms (VOC AU): MIRA/​Aware’s Scheme Doc Despatched. EGM On 22 June










Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Digital Telecom (6188 HK) 

1-May: Beijing Digital (6188 HK): Offer Now Open. IFA Says Fair
20-May: Beijing Digital Telecom (6188 HK)'s MGO is now unconditional in all respects. 




China Machinery Engineering (1829 HK) 

28-May: China Machinery Engineering (1829 HK): Movement In The Works?




China Traditional Chinese Medicine (570 HK) 

7-May: In its monthly update regarding a potential Offer, China Traditional Chinese Medicine (570 HK) says there is no update.




China Youzan Limited (8083 HK) 

10-May: China Youzan (8083 HK): Reality Check As Shares Rollover




Kerry Logistics Network (636 HK) 

4-May: Kerry Logistics Network (636 HK) will hold an EGM on the 26 May for shareholders to vote on the sale of the Hong Kong and Taiwan warehouse businesses to Kerry Holdings. 
26-May: At its SGM, Kerry Logistics Network (636 HK) shareholders overwhelmingly approved the sale of its Hong Kong, Taiwan warehouse business to Kerry Holdings.




New Century REIT (1275 HK) 

No May update




Rivera Holdings (281 HK) 

No April update




Sichuan Languang Justbon Service Group (2606 HK) 

3-May: Languang Justbon (2606 HK): Offer Now Open - For Up To Four Months










India


Comments (with links to insights)




Mphasis Ltd (MPHL IN) 

4-May: The Detailed Public Statement on Mphasis Ltd (MPHL IN) has been released. The Open Offer is scheduled tentatively to run from 18 June to 1 July, which means it is running Very Tight and the option is worth a bit less than I expected. But that just means there is more gamma. One could get big at the high Rs 1600s area. 




Vedanta Ltd (VEDL IN) 

4-May: Vedanta Now Caught Up With Peers - A Different Skew Ahead










Japan


Comments (with links to announcements &amp; insights)




BeNEXT Group (2154 JP) 
No May update



Cocokara Fine (3098 JP) 
No May update



Fuji Kosan Company (5009 JP) 
17-May:  Fuji Kosan Company (5009 JP) has responded to Aslead Strategic Value Fund's Tender Offer with its initial Target Opinion Statement which is "Opinion Withheld." This is because Fuji Kosan hasn't actually done anything yet - two weeks in. They have sent questions to Aslead, and Aslead has five business days to respond. This is slow-walking it. This tender offer is likely to be extended because of that.



Hitachi Metals (5486 JP) 

5-May: Hitachi Metals - Should I Stay or Should I Go Now?




Honshu Chemical Industry (4115 JP) 

13-May: Honshu Chemical (4115) Shareholders Perhaps One Day From a Wrong Price Takeover
16-May:: Honshu Chemical Shareholders Get the Short End of the Stick As The Board Is Ex-Gourd




Invesco Office J Reit (3298 JP) 

6-May:  Invesco Office OPPOSES Starwood Hostile Offer and Gets a Distinctly Beige Knight
11-May:  Starwood Bumps Terms, Lowers Threshold on Invesco Office
13-May:  Invesco Office's Terrible, Horrible, No Good Very Bad Day... Changes Things
20-May:  Invesco Office's Beige Knight (Deemed Dirty Gray By Markets) Suddenly Looks Brighter and Whiter
23-May:  Starwood Responds to Invesco Office's White Knight Proposal
24-May: Starwood has extended their Tender Offer on Invesco Office J Reit (3298 JP) from the 24th of May to 15th of June after the close of the 24th. They did not raise the price. This is basically the equivalent of Starwood calling Invesco's bluff. They can extend again if they want but they are going to make Invesco come out. They can change price later if they think it necessary.



Japan Asia (3751 JP)
No May update



Sawada Holdings (8699 JP) 

9-May:  Sawada Selldown Was NOT Done - Shareholder Structure Looks Different Now
23-May: Sawada Is A Different Stock Now
31-May:  Be Careful of Expectations on Sawada (8699)




Toshiba Corp (6502 JP) 

14-May: Toshiba – Shareholder Returns Trump Weak Guidance
17-May: Toshiba Results &amp; Shareholder Return - Possibly Big Impact Buyback Coming











New Zealand


Comments 




Tilt Renewables Ltd (TLT NZ) 

No May update











Singapore


Comments (with links to announcements)




Procurri Corporation (PROC SP) 

3-May: The Partial Offer has not become unconditional in all respects on the Closing Date and has therefore lapsed










Thailand


Comments




Intouch Holdings (INTUCH TB) 

No May update




Vinythai Public Co (VNT TB) 

No May update






This morning real estate manager <a href="https://www.smartkarma.com/entities/apn-property-group-ltd" target="_blank" data-smartkarma-citation="entities:3730:1" rel="noopener">Apn Property Group (APD AU)</a> made an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02373507-3A566928?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announcement</a> it had entered into a Scheme with <a href="https://www.smartkarma.com/entities/dexus" target="_blank" data-smartkarma-citation="entities:403:1" rel="noopener">Dexus Property (DXS AU)</a> at a price of A$0.915/share, a 50% premium to last close.
The Offer has the unanimous backing of APN directors. In addition, APN directors holding 33% of APN's outstanding shares intend to vote in favour of the Scheme.
APN Chairman Chris Aylward has separately granted Dexus a call option equal to 19.9% of APN's shares, exercisable in the event a competing proposal is announced.
The Scheme meeting is expected to be held mid-July with implementation potentially early August. 
Board support, a hefty premium to last close, and a decade-plus high - this is priced to complete and is trading accordingly.
More below the fold.

This morning real estate manager Apn Property Group (APD AU) made an announcement it had entered into a Scheme with Dexus Property (DXS AU) at a price of A$0.915/share, a 50% premium to last close.
The Offer has the unanimous backing of APN directors. In addition, APN directors holding 33% of APN's outstanding shares intend to vote in favour of the Scheme.
APN Chairman Chris Aylward has separately granted Dexus a call option equal to 19.9% of APN's shares, exercisable in the event a competing proposal is announced.
The Scheme meeting is expected to be held mid-July with implementation potentially early August. 
Board support, a hefty premium to last close, and a decade-plus high - this is priced to complete and is trading accordingly.
More below the fold.

In a strategic review back in August, downstream fuel supplier and convenience operator <a href="https://www.smartkarma.com/entities/caltex-australia-ltd" target="_blank" data-smartkarma-citation="entities:345:1" rel="noopener">Caltex Australia (CTX AU)</a> <a href="https://www.asx.com.au/asxpdf/20190827/pdf/447wg6297n33s0.pdf" target="_blank" rel="noopener">identified</a> 500 sites it considered would match its convenience retail strategy; with a further 50 sites to be divested.
Yesterday, <a href="https://www.smartkarma.com/entities/caltex-australia-ltd" target="_blank" data-smartkarma-citation="entities:345:1" rel="noopener">Caltex Australia (CTX AU)</a> <a href="https://www.asx.com.au/asxpdf/20191125/pdf/44bwq8x7xg0cdh.pdf" target="_blank" rel="noopener">announced</a> plans for a property IPO involving 250 freehold sites of those 500 core sites previously flagged. The intention was/is to spin-off 49%, with Caltex retaining a majority interest, and entering into long-term lease agreements over each site, making annual rental payments of A$80-100mn, or a possible market cap of A$1.8bn, if using the mid-way of the rent figures and 5% yield. The transaction was/is expected to be completed in the first half of 2020. 
It turns out there were significantly more developments taking place behind the scenes. Caltex has now <a href="https://www.asx.com.au/asxpdf/20191126/pdf/44bylc73fnjmbn.pdf" target="_blank" rel="noopener">announced</a> the receipt of a US$5.8bn non-binding, indicative conditional proposal from convenience-store operator <a href="https://www.smartkarma.com/entities/alimentation-couche-tard-inc" target="_blank" data-smartkarma-citation="entities:25103:1" rel="noopener">Alimentation Couche-Tard (ATD/A CN)</a> at A$34.50/share, in cash, by way of a Scheme, less any dividends declared by Caltex.
This proposal followed an earlier indicative bid from Couche-Tard at A$32, which was rejected on the basis the price was inadequate.
Couche-Tard's Offer is subject to a number of conditions, including due diligence, securing necessary financing, MACs, FIRB and unanimous support from Caltex's board. Caltex said the IPO was not related to Couche-Tard's proposal.
The proposal is at a preliminary stage and there can be no guarantee ongoing discussion will lead to a firm Offer, but I think Caltex needs to engage here. 
As always, more below the fold.
<hr>
For more about the particulars of Australian M&amp;A, please see the <a href="https://www.smartkarma.com/insights/quiddity-australia-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:30118" rel="noopener">Quiddity Australia M&amp;A Guide 2019</a>.

In a strategic review back in August, downstream fuel supplier and convenience operator Caltex Australia (CTX AU) identified 500 sites it considered would match its convenience retail strategy; with a further 50 sites to be divested.
Yesterday, Caltex Australia (CTX AU) announced plans for a property IPO involving 250 freehold sites of those 500 core sites previously flagged. The intention was/is to spin-off 49%, with Caltex retaining a majority interest, and entering into long-term lease agreements over each site, making annual rental payments of A$80-100mn, or a possible market cap of A$1.8bn, if using the mid-way of the rent figures and 5% yield. The transaction was/is expected to be completed in the first half of 2020. 
It turns out there were significantly more developments taking place behind the scenes. Caltex has now announced the receipt of a US$5.8bn non-binding, indicative conditional proposal from convenience-store operator Alimentation Couche-Tard (ATD/A CN) at A$34.50/share, in cash, by way of a Scheme, less any dividends declared by Caltex.
This proposal followed an earlier indicative bid from Couche-Tard at A$32, which was rejected on the basis the price was inadequate.
Couche-Tard's Offer is subject to a number of conditions, including due diligence, securing necessary financing, MACs, FIRB and unanimous support from Caltex's board. Caltex said the IPO was not related to Couche-Tard's proposal.
The proposal is at a preliminary stage and there can be no guarantee ongoing discussion will lead to a firm Offer, but I think Caltex needs to engage here. 
As always, more below the fold.

For more about the particulars of Australian M&amp;A, please see the Quiddity Australia M&amp;A Guide 2019.

Caltex's Proposed Retail IPO Triggers Revised Bid From Couche-Tard

Founder Evidente. Top rated quantitative analyst, Evidente

Sam Ferraro

Founder Evidente. Top rated quantitative analyst

Evidente

Evidente is an independent financial education firm that delivers innovative financial advice to wholesale investors, including active long only funds, hedge funds, pension funds, and sovereign wealth funds, in Australia and globally.  Drawing on academic research in asset pricing, behavioural finance and portfolio construction, Evidente provides wholesale investors with commercial solutions to stock selection and asset allocation decisions across equities and other asset classes.

Thematic (Sector/Industry)

<ul><li>In the past week, two bottom up developments have dominated the financial market news flow in Australia: the belated announcement of CEO succession at Woolworths and renewed concerns that Australian banks represent a 'big short' thanks to rumours of the imminent collapse of residential house prices. </li><li>The losses announced by Woolworths in its home improvement division this week and decision to exit the business altogether serves as a timely and powerful signal to other companies about the dangers associated with investing for growth in the current environment of deficient demand.  Corporate Australia has already taken heed, with the economy on the precipice of a capex cliff.  The recently released ABS survey of capex intentions points to a 20% slide in business investment in the current financial year, which would represent the largest annual decline in over 25 years.</li><li>Any bubble talk around housing discounts the important role that dwelling investment and household consumption still has to play to support the outlook while the economy is on the precipice of a capex cliff.  Against the backdrop that interest rates will remain low for an extended period (and likely move lower from here), if there is a bubble in Australian housing it might well persist.  To take a cue from John Maynard Keynes, hedge funds seeking to capitalise on Australia's 'big short' will probably need an abundance of patience (and capital).</li></ul>

In the past week, two bottom up developments have dominated the financial market news flow in Australia: the belated announcement of CEO succession at Woolworths and renewed concerns that Australian banks represent a 'big short' thanks to rumours of the imminent collapse of residential house prices. The losses announced by Woolworths in its home improvement division this week and decision to exit the business altogether serves as a timely and powerful signal to other companies about the dangers associated with investing for growth in the current environment of deficient demand.  Corporate Australia has already taken heed, with the economy on the precipice of a capex cliff.  The recently released ABS survey of capex intentions points to a 20% slide in business investment in the current financial year, which would represent the largest annual decline in over 25 years.Any bubble talk around housing discounts the important role that dwelling investment and household consumption still has to play to support the outlook while the economy is on the precipice of a capex cliff.  Against the backdrop that interest rates will remain low for an extended period (and likely move lower from here), if there is a bubble in Australian housing it might well persist.  To take a cue from John Maynard Keynes, hedge funds seeking to capitalise on Australia's 'big short' will probably need an abundance of patience (and capital).

What the Capex Cliff Means for Australia's 'Big Short'

<ul><li>The key company announcement during the week in Australia came from Woodside Petroleum, that it had provided Oil Search a confidential, all scrip, non-binding proposal to merge.&nbsp;</li><li>I recommend that investors avoid Woodside for four reasons: Mergers &amp; Acquisitions 101 says that acquirers that make all scrip bids typically perform poorly, it is not clear that Woodside can extract synergies from managing Oil Search's assets, integration of the target's assets will further lift Woodside's complexity and agency costs, and analysts continue to downgrade the stock's future growth prospects.</li><li>The sharp drop in consumer sentiment highlights that the elevated level of financial market volatility in recent months has adversely affected the psychology of the household sector.&nbsp; Nonetheless, a number of macro tailwinds are expected to support the outlook for discretionary retail spending.</li></ul>

The key company announcement during the week in Australia came from Woodside Petroleum, that it had provided Oil Search a confidential, all scrip, non-binding proposal to merge.&nbsp;I recommend that investors avoid Woodside for four reasons: Mergers &amp; Acquisitions 101 says that acquirers that make all scrip bids typically perform poorly, it is not clear that Woodside can extract synergies from managing Oil Search's assets, integration of the target's assets will further lift Woodside's complexity and agency costs, and analysts continue to downgrade the stock's future growth prospects.The sharp drop in consumer sentiment highlights that the elevated level of financial market volatility in recent months has adversely affected the psychology of the household sector.&nbsp; Nonetheless, a number of macro tailwinds are expected to support the outlook for discretionary retail spending.

Australia

APN Property Group Limited is a fully integrated property company. The Company specializes in the management of property funds including both direct property funds and property securities funds. APN Property Group serves customers in Australia.

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APN Property Group (APD AU)

(Mostly) Asia M&A: May 2021 Roundup

The average premium for the new deals announced (or first discussed) in May was ~41%, with a year-to-date average of ~31% (78 deals).

David Blennerhassett

APN Prop (APD AU): Dexus' Done Deal

Board support, a hefty premium to last close, and a decade-plus high - this is priced to complete and is trading accordingly.

David Blennerhassett

Caltex's Proposed Retail IPO Triggers Revised Bid From Couche-Tard

In a strategic review back in August, downstream fuel supplier and convenience operator Caltex Australia (CTX AU) identified 500 sites it...

David Blennerhassett

What the Capex Cliff Means for Australia's 'Big Short'

In the past week, two bottom up developments have dominated the financial market news flow in Australia: the belated announcement of CEO...

Sam Ferraro

Weekly Impressions

The key company announcement during the week in Australia came from Woodside Petroleum, that it had provided Oil Search a confidential, all scrip,...

Sam Ferraro

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