Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Cuscaden Peak, the sponsor of <a href="https://www.smartkarma.com/entities/paragon-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">Paragon REIT (PGNREIT SP)</a> and 61.5% shareholder, has offered S$0.98/unit, in cash; or S$1.003/unit, a 7% premium to NAV, when including FY24's S$0.0233/unit cash distribution.</li>
<li>The Offer is by way of a Scheme. The Offer price has NOT been declared final. A switch option into a voluntary Offer is afforded should a competing Offer emerge.</li>
<li>Looks pretty clean. Assuming mid-late May payment, pay up to S$0.97/share for a 4%/15% gross/annualised spread. It may trade tighter given the early distribution payment.</li>
</ul>


Cuscaden Peak, the sponsor of Paragon REIT (PGNREIT SP) and 61.5% shareholder, has offered S$0.98/unit, in cash; or S$1.003/unit, a 7% premium to NAV, when including FY24's S$0.0233/unit cash distribution.
The Offer is by way of a Scheme. The Offer price has NOT been declared final. A switch option into a voluntary Offer is afforded should a competing Offer emerge.
Looks pretty clean. Assuming mid-late May payment, pay up to S$0.97/share for a 4%/15% gross/annualised spread. It may trade tighter given the early distribution payment.


Paragon REIT (PGNREIT SP)'s Privatisation Offer

<ul>
<li>Back in March of last year, Bloomberg reported,that Renaldo Santosa and his family, who collectively controlled ~75.5% of agri-play <a href="https://www.smartkarma.com/entities/japfa-ltd" target="_blank" data-smartkarma-citation="entities:15597:1" rel="noopener">Japfa Ltd (JAP SP)</a>, were considering taking Japfa private.</li>
<li>This was discussed in<a href="https://www.smartkarma.com/compose/insight/174028/%20https:/skr.ma/iKVsA" target="_blank" rel="noopener"> Japfa (JAP SP): Impressive Gain. But No Firm Offer</a>. Then crickets. </li>
<li>The family has now pitched an Offer of S$0.62/share, by way of  a Scheme, a 34.8% premium to undisturbed. That's probably enough to get this over the line. </li>
</ul>


Back in March of last year, Bloomberg reported,that Renaldo Santosa and his family, who collectively controlled ~75.5% of agri-play Japfa Ltd (JAP SP), were considering taking Japfa private.
This was discussed in Japfa (JAP SP): Impressive Gain. But No Firm Offer. Then crickets. 
The family has now pitched an Offer of S$0.62/share, by way of  a Scheme, a 34.8% premium to undisturbed. That's probably enough to get this over the line. 


Japfa (JAP SP): The Santosa Family (Finally) Makes A Move

<ul>
<li>For the month of February 2025, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$5bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in February was ~55%, with a year-to-date average also of 56%. </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 February 2025, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$5bn.
The average premium for the new transactions announced (or first discussed) in February was ~55%, with a year-to-date average also of 56%. 
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, Feb 2025 Wrap: Domain, Proto, Shibaura, Paragon REIT, Mayne Pharma, PointsBet

<ul>
<li>
HK$1.38/Share. That's the takeaway as <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd-d7b798e2-202d-4e01-9a1e-799e2ae8f0c7" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba Group (9988 HK)</a> enters an SPA to offload its 78.7% stake in <a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art (6808 HK)</a> at <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0101/2025010100067.pdf" target="_blank" rel="noopener">HK$1.38/share</a>, a 44.4% discount to last close.</li>
<li>The buyer, Paragon Shine, an entity under Chinese PE outfit DCP Capital, is paying ~HK$12.3bn compared to BABA's HK$28.1bn purchase of a 51% stake in October 2020.</li>
<li>Should the SPA complete, an unconditional MGO is triggered. Minorities tendering can receive up to HK$1.58/share. But the question is: why would BABA be cashing out at this price?</li>
</ul>



HK$1.38/Share. That's the takeaway as Alibaba Group (9988 HK) enters an SPA to offload its 78.7% stake in Sun Art (6808 HK) at HK$1.38/share, a 44.4% discount to last close.
The buyer, Paragon Shine, an entity under Chinese PE outfit DCP Capital, is paying ~HK$12.3bn compared to BABA's HK$28.1bn purchase of a 51% stake in October 2020.
Should the SPA complete, an unconditional MGO is triggered. Minorities tendering can receive up to HK$1.58/share. But the question is: why would BABA be cashing out at this price?


Sun Art Retail (6808 HK): BABA Takes Massive Hit After Inking SPA @ HK$1.38

China National Building Material / Event-Driven

<ul>
<li>On the 6th December 2024, <a href="https://www.smartkarma.com/entities/china-national-building-ma-h" target="_blank" data-smartkarma-citation="entities:184:1" rel="noopener">China National Building Material (3323 HK)</a> (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.</li>
<li>This elevated CNBM's parent's stake to 50.01% of total shares from 45.02% currently, necessitating  a whitewash waiver so the parent would not be obliged to make a full blown offer.  </li>
<li>Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I'm estimating at least 35%. The Offer is now unconditional.</li>
</ul>


On the 6th December 2024, China National Building Material (3323 HK) (CNBM), China's leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.
This elevated CNBM's parent's stake to 50.01% of total shares from 45.02% currently, necessitating  a whitewash waiver so the parent would not be obliged to make a full blown offer.  
Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I'm estimating at least 35%. The Offer is now unconditional.


CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration

Hong Kong

Bossini International Holdings Limited, through its subsidiaries, retails and distributes garment.

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Bossini International Holdings (592 HK)

Paragon REIT (PGNREIT SP)'s Privatisation Offer

Looks pretty clean. A 7% premium to NAV and a roughly two-year high. If payment on or around late May, I'd pay up to S$0.97/share for a gross...

David Blennerhassett

Japfa (JAP SP): The Santosa Family (Finally) Makes A Move

Scheme Doc dispatched. 15th April Scheme Meeting. Payment on or around the 30th May. With a fair value range of S$0.53 to S$0.56/share, the IFA...

David Blennerhassett

(Mostly) Asia M&A, Feb 2025 Wrap: Domain, Proto, Shibaura, Paragon REIT, Mayne Pharma, PointsBet

For the month of February, 14 new deals were discussed on Smartkarma with an overall deal size of ~US$5bn. The average premium for the new deals...

David Blennerhassett

Sun Art Retail (6808 HK): BABA Takes Massive Hit After Inking SPA @ HK$1.38

The SPA completed on the 27th Feb, triggering the MGO. Composite Doc to be dispatched on or before the 6th Mar. Under the terms of the SPA, an...

David Blennerhassett

CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration

I'm inclined to simply short outright here, if I had guaranteed take-no-action borrow. Especially as the price closes in on the tender price, and...

David Blennerhassett

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