Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<strong><a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a></strong>'s Scheme was comfortably <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0426/2022042601954.pdf" target="_blank" rel="noopener">voted through</a> by shareholders.  </li>
<li>The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. </li>
<li>Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. </li>
</ul>



Razer Inc (1337 HK)'s Scheme was comfortably voted through by shareholders.  
The overarching risk to the transaction, that it may fail the headcount test, largely turned out to be a storm in a tea cup. 
Tomorrow is the last day of trading with payment under the Scheme on or before the 20 May. Index sell flows come at the close. 


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<p>Back on the 25 June, outdoor leisure products manufacturer <a href="https://www.smartkarma.com/entities/bestway-global-holding-inc" target="_blank" data-smartkarma-citation="entities:26012:1" rel="noopener">Bestway Global Holding (3358 HK)</a> received a privatization <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0625/2021062502329.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme from founder/chairman/CEO Zhu Qiang. Zhu controls 54.3% of Bestway via Great Success Enterprises Holdings Limited (the Offeror), and offered HK$4.38/share (in cash), a 27% premium to last close. The Offer Price would not be increased. Any dividend declared and paid from hereon would be netted from the Offer price.</p>
</div>
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<p>Together with concert parties, Zhu controls 77.81% of shares out, therefore disinterested shareholders hold 22.19%. The headcount test applies as Bestway is Cayman-incorporated.</p>
</div>
<div>
<p>This looked done.</p>
<p>The Scheme Doc was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0822/2021082200115.pdf" target="_blank" rel="noopener">dispatched</a> last night - one day ahead of my earlier estimate. Court Meeting will be held on the 15 September with expected payment on or before the 19 October. </p>
<p>Expect the spread to narrow in this morning - say $4.25-4.30 - although this is not a particularly liquid arb situation. The IFA also says the Offer is fair. </p>
</div>


Back on the 25 June, outdoor leisure products manufacturer Bestway Global Holding (3358 HK) received a privatization Offer by way of a Scheme from founder/chairman/CEO Zhu Qiang. Zhu controls 54.3% of Bestway via Great Success Enterprises Holdings Limited (the Offeror), and offered HK$4.38/share (in cash), a 27% premium to last close. The Offer Price would not be increased. Any dividend declared and paid from hereon would be netted from the Offer price.


Together with concert parties, Zhu controls 77.81% of shares out, therefore disinterested shareholders hold 22.19%. The headcount test applies as Bestway is Cayman-incorporated.


This looked done.
The Scheme Doc was dispatched last night - one day ahead of my earlier estimate. Court Meeting will be held on the 15 September with expected payment on or before the 19 October. 
Expect the spread to narrow in this morning - say $4.25-4.30 - although this is not a particularly liquid arb situation. The IFA also says the Offer is fair. 


Bestway Global (3358 HK): Scheme Doc Out. Court Meeting On Sept 15th

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.

<p><a href="https://www.smartkarma.com/entities/bestway-global-holding-inc" target="_blank" data-smartkarma-citation="entities:26012:1" rel="noopener">Bestway Global Holding (3358 HK)</a> has despatched the scheme document in relation to a privatisation offer from Great Success Enterprises Holdings. The offeror is owned 92.0% by Mr Zhu (Founder, Chairman &amp; CEO) and 8.0% by Mr Zhu Jiachen, the son of Mr Zhu. The offeror will offer HK$4.38 per scheme share. </p><p>Unsurprisingly, the IFA considers the offer to be fair and reasonable. We broadly agree with the IFA analysis with the exception that the peer multiple comparisons could be improved. </p><div class="content-highlight">
<p>The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. Fidelity holds a blocking stake of 2.45% of shares outstanding (source: CapitalIQ) but will likely support the privatisation offer due to the substantial premium of the offer price to long-term average share prices and P/E multiples.  </p>
<p>The court meeting is scheduled for 10 am on 15 September. At the last close price of HK$4.18 per share, the gross spread to the offer price is 4.8%. </p>
</div>

Bestway Global Holding (3358 HK) has despatched the scheme document in relation to a privatisation offer from Great Success Enterprises Holdings. The offeror is owned 92.0% by Mr Zhu (Founder, Chairman &amp; CEO) and 8.0% by Mr Zhu Jiachen, the son of Mr Zhu. The offeror will offer HK$4.38 per scheme share. Unsurprisingly, the IFA considers the offer to be fair and reasonable. We broadly agree with the IFA analysis with the exception that the peer multiple comparisons could be improved. 
The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. Fidelity holds a blocking stake of 2.45% of shares outstanding (source: CapitalIQ) but will likely support the privatisation offer due to the substantial premium of the offer price to long-term average share prices and P/E multiples.  
The court meeting is scheduled for 10 am on 15 September. At the last close price of HK$4.18 per share, the gross spread to the offer price is 4.8%. 


Bestway Global’s Scheme Document, IFA Opinion

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<p>After wood flooring manufacturer <a href="https://www.smartkarma.com/entities/nature-home-holding-company" target="_blank" data-smartkarma-citation="entities:20543:1" rel="noopener">Nature Home Holding Company (2083 HK)</a> was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0719/2021071900227.pdf" target="_blank" rel="noopener">suspended</a> "<em>pursuant to the Code of Takeovers and Mergers</em>" on the 19 July, in <em><a href="https://skr.ma/cek8n" target="_blank" rel="noopener">Nature Home (2083 HK): Possible Takeover Target</a></em> I concluded if an Offer was to be tabled, it would likely be via a Scheme and at ~HK$1.70/share.</p>
<p>And this is exactly what transpired. </p>
<p>Late last night, Nature Home <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0727/2021072701813.pdf" target="_blank" rel="noopener">announced</a> an Offer from its founding shareholders, by way of a Scheme, at HK$1.70/share. The Offer Price will not be increased. Nature Home does not intend to declare any dividends during the Offer period. </p>
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<div>
<a href="https://www.smartkarma.com/entities/dehua-tb-new-decoration-a" target="_blank" data-smartkarma-citation="entities:4444:1" rel="noopener">Dehua Tb New Decoration A (002043 CH)</a> has given an irrevocable rollover undertaking for its 19.6% stake. </div>
<div></div>
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<p>Standard Scheme conditions apply. On account of the Rollover Agreement, Dehua does not form part of the independent shareholders who will vote on the merits of the Scheme.</p>
<p>This Offer looks done.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


After wood flooring manufacturer Nature Home Holding Company (2083 HK) was suspended "pursuant to the Code of Takeovers and Mergers" on the 19 July, in Nature Home (2083 HK): Possible Takeover Target I concluded if an Offer was to be tabled, it would likely be via a Scheme and at ~HK$1.70/share.
And this is exactly what transpired. 
Late last night, Nature Home announced an Offer from its founding shareholders, by way of a Scheme, at HK$1.70/share. The Offer Price will not be increased. Nature Home does not intend to declare any dividends during the Offer period. 


Dehua Tb New Decoration A (002043 CH) has given an irrevocable rollover undertaking for its 19.6% stake. 


Standard Scheme conditions apply. On account of the Rollover Agreement, Dehua does not form part of the independent shareholders who will vote on the merits of the Scheme.
This Offer looks done.


More below the fold.


Equity Bottom-Up

<p>Wood flooring manufacturer <a href="https://www.smartkarma.com/entities/nature-home-holding-company" target="_blank" data-smartkarma-citation="entities:20543:1" rel="noopener">Nature Home Holding Company (2083 HK)</a> is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0719/2021071900227.pdf" target="_blank" rel="noopener">suspended</a> "<em>pursuant to the Code of Takeovers and Mergers</em>".</p>
<p>On the 13 July, Nature Home <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0713/2021071300706.pdf" target="_blank" rel="noopener">announced</a> a positive profit alert, in which it expects 1H21 profit to match or exceed that of 1H19's.</p>
<p>As discussed in <em><a href="https://skr.ma/dft2W" target="_blank" rel="noopener"> Squeeze Box: The Port Congestion Contagion</a></em>, after the Covid fallout entrenched itself, people stuck at home in the US and elsewhere started buying stuff. Lots of it.</p>
<p>Nature Home's revenue is still predominantly sourced from China, But there has been a noticeable shift since FY18, with exports taking up a larger percentage. </p>
<p>More below the fold.</p>

Wood flooring manufacturer Nature Home Holding Company (2083 HK) is currently suspended "pursuant to the Code of Takeovers and Mergers".
On the 13 July, Nature Home announced a positive profit alert, in which it expects 1H21 profit to match or exceed that of 1H19's.
As discussed in  Squeeze Box: The Port Congestion Contagion, after the Covid fallout entrenched itself, people stuck at home in the US and elsewhere started buying stuff. Lots of it.
Nature Home's revenue is still predominantly sourced from China, But there has been a noticeable shift since FY18, with exports taking up a larger percentage. 
More below the fold.

Nature Home (2083 HK): Possible Takeover Target

China

Bestway Global Holding designs, develops, manufactures, and sells a range of outdoor leisure products, primarily under the BESTWAY brand. Its product portfolio includes above-ground pools, portable spas, inflatable water sports items, swim gear, recreational toys, portable sleep solutions, and outdoor camping gear. The company was founded in 1994 and is headquartered in Shanghai, China.

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Bestway Global Holding (3358 HK)

Razer Inc (1337 HK): Storm In A Tea Cup

This will trade tight tomorrow, potentially even edging above terms, depending on short interest. Play the spread if you can get in a few percent...

David Blennerhassett

Bestway Global (3358 HK): Scheme Doc Out. Court Meeting On Sept 15th

Pitched at the IPO Price, this looks done. Buy within the $4.25-4.30 band. However, this is not a super liquid arb situation.

David Blennerhassett

Bestway Global’s Scheme Document, IFA Opinion

Bestway has despatched the scheme document. The court meeting is scheduled for 10 am on 15 September. At the last close price of HK$4.18 per share,...

Arun George

Nature Home (2083 HK)'s Full Offer

Assuming this completes mid-Dec, the current gross/annualised spread is 9.7%/27.5%. That looks wide, although Asian arb spreads have widened...

David Blennerhassett

Nature Home (2083 HK): Possible Takeover Target

Nothing to do yet as shares are suspended. With Bestway (3358 HK) recently subject to an Offer, it is worthwhile running a ruler over other home...

David Blennerhassett

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