Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Equity Bottom-Up

On the 25 October 2013, <a href="https://www.smartkarma.com/entities/chong-hing-bank-ltd" target="_blank" data-smartkarma-citation="entities:344:1" rel="noopener">Chong Hing Bank (1111 HK)</a> ("CHB") <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2013/1025/ltn20131025786.pdf" target="_blank" rel="noopener">announced</a> an agreement with Yue Xiu (the investment arm of the Guangzhou municipal government) to acquire a maximum of 75% of the bank for a consideration of HK$11.5bn (HK$35.7/share, a 2.1x P/B).  The deal was subject to approval from the HKMA. It was Yue Xiu's intention to maintain the bank's listing.
That Offer was widely seen as supportive for the remaining family-owned banks in Hong Kong such as <a href="https://www.smartkarma.com/entities/bank-of-east-asia-ltd" target="_blank" data-smartkarma-citation="entities:341:1" rel="noopener">Bank of East Asia (23 HK)</a>, <a href="https://www.smartkarma.com/entities/dah-sing-banking-group-ltd" target="_blank" data-smartkarma-citation="entities:342:1" rel="noopener">Dah Sing Banking (2356 HK)</a>, and Wing Hang Bank, the latter of which was taken out by <a href="https://www.smartkarma.com/entities/oversea-chinese-banking-corp" target="_blank" data-smartkarma-citation="entities:114:1" rel="noopener">OCBC (OCBC SP)</a> in 2014 at 1.81x P/B in a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0629/ltn20140629025.pdf" target="_blank" rel="noopener">US$4.9bn deal</a>.
The partial Offer for CHB closed on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0205/ltn201402051310.pdf" target="_blank" rel="noopener">5 February 2014</a>. Shares closed yesterday at HK$10.56/share (and 0.4x P/B), down ~70% from the Partial Offer Price. BEA and DSB have similarly languished, down 33% and 42% respectively in the last five years.
<h3>The New News</h3>
CHB was suspended at <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0506/2021050600453.pdf" target="_blank" rel="noopener">10.45am</a> this morning, but not before gaining 30% to close at HK$13.76/share. That's worth a second look.
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/204/617/original/image_68039818121620283783177.png?1620283785" class="editor-image img-responsive" data-smartkarma-image-id="204617"></figure>

On the 25 October 2013, Chong Hing Bank (1111 HK) ("CHB") announced an agreement with Yue Xiu (the investment arm of the Guangzhou municipal government) to acquire a maximum of 75% of the bank for a consideration of HK$11.5bn (HK$35.7/share, a 2.1x P/B).  The deal was subject to approval from the HKMA. It was Yue Xiu's intention to maintain the bank's listing.
That Offer was widely seen as supportive for the remaining family-owned banks in Hong Kong such as Bank of East Asia (23 HK), Dah Sing Banking (2356 HK), and Wing Hang Bank, the latter of which was taken out by OCBC (OCBC SP) in 2014 at 1.81x P/B in a US$4.9bn deal.
The partial Offer for CHB closed on the 5 February 2014. Shares closed yesterday at HK$10.56/share (and 0.4x P/B), down ~70% from the Partial Offer Price. BEA and DSB have similarly languished, down 33% and 42% respectively in the last five years.
The New News
CHB was suspended at 10.45am this morning, but not before gaining 30% to close at HK$13.76/share. That's worth a second look.


Chong Hing Bank (1111 HK): Takeover Talk As Shares Pop

European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<a href="https://www.smartkarma.com/entities/caixabank-sa" target="_blank" data-smartkarma-citation="entities:21255:1" rel="noopener">CaixaBank SA (CABK SM)</a> and <a href="https://www.smartkarma.com/entities/bankia-sa" target="_blank" data-smartkarma-citation="entities:21252:1" rel="noopener">Bankia SA (BKIA SM)</a> will carry out this Friday 26 March, at market close, the exchange of shares by which this merger by absorption will materialise.
<ul>
<li>This is conditional on having all the regulatory authorizations (only that of the Ministry of Economy is missing).</li>
<li>The exchange ratio was set in September at 0.6845 CaixaBank shares for each Bankia share. This valuation implied a 20% premium for Bankia shareholders.</li>
</ul>
On 23 March, the Spanish anti-trust watchdog (CNMC) gave the green light to the creation of the largest entity in Spain, establishing a series of rules agreed with the banks to restrict for a time their power in the network of branches and ATMs, cards and other products.
Fluidra will take Bankia's place on the Ibex 35. The pool manufacturer rises 13.37% this year and capitalizes €4,646 mn. It will be ranked on the 25th place, between Enagás and Merlin Properties.
Most of the merger restructuring expenses will occur in 2021 and, therefore, CET1 ratio should reach 11.9% - 12.2% for 2021e. Post-merger, organic capital generation (after dividends) should amount to about 50 bps per year. CaixaBank expects to obtain annual cost synergies of c. €770 mn and additional annual income of around €290 mn.
The proposed €0.0268 DPS (1% yield) will be subject to merger execution, and complies with the ECB cap (maximum dividend 15% of net income). That dividend includes the consolidated pro forma results of CaixaBank and adjusted Bankia. Bankia posted a FY 2020 net income of €230 mn.
At market close of 24 March, the adjusted Bankia/CaixaBank spread is -0.02%, and therefore there is no arbitrage opportunity, in my view.
(The Insight is labelled bearish because the merger spread is almost nil)

CaixaBank SA (CABK SM) and Bankia SA (BKIA SM) will carry out this Friday 26 March, at market close, the exchange of shares by which this merger by absorption will materialise.

This is conditional on having all the regulatory authorizations (only that of the Ministry of Economy is missing).
The exchange ratio was set in September at 0.6845 CaixaBank shares for each Bankia share. This valuation implied a 20% premium for Bankia shareholders.

On 23 March, the Spanish anti-trust watchdog (CNMC) gave the green light to the creation of the largest entity in Spain, establishing a series of rules agreed with the banks to restrict for a time their power in the network of branches and ATMs, cards and other products.
Fluidra will take Bankia's place on the Ibex 35. The pool manufacturer rises 13.37% this year and capitalizes €4,646 mn. It will be ranked on the 25th place, between Enagás and Merlin Properties.
Most of the merger restructuring expenses will occur in 2021 and, therefore, CET1 ratio should reach 11.9% - 12.2% for 2021e. Post-merger, organic capital generation (after dividends) should amount to about 50 bps per year. CaixaBank expects to obtain annual cost synergies of c. €770 mn and additional annual income of around €290 mn.
The proposed €0.0268 DPS (1% yield) will be subject to merger execution, and complies with the ECB cap (maximum dividend 15% of net income). That dividend includes the consolidated pro forma results of CaixaBank and adjusted Bankia. Bankia posted a FY 2020 net income of €230 mn.
At market close of 24 March, the adjusted Bankia/CaixaBank spread is -0.02%, and therefore there is no arbitrage opportunity, in my view.
(The Insight is labelled bearish because the merger spread is almost nil)

Financials & FinTech research, Galliano’s Financials Research

Victor Galliano

Financials & FinTech research

Financials & FinTech, EM & Developed Markets

Galliano’s Financials Research

Galliano's Financials Research provides fundamental research in Emerging Markets financials, including FinTech, as well as financials in select Developed Markets.

The investment style applied is generally value oriented, although Growth At Reasonable Price (GARP) strategies can also be used where appropriate. 

Our investment research approach aim is often contrarian, looking to capitalise on overly sceptical or optimistic consensus views. In terms of valuation techniques, the focus is on PBV ratio to ROE, PE multiples and dividend yield, as well as the application of PEG ratios and, where appropriate, Sum of the Parts (SOTP) valuations.

<ul>
<li>The rotation into value stocks has lifted bank valuations across the board, especially in developed markets</li>
<li>Even if we could see a pause in the near term, we believe that the rotation has further to run</li>
<li>We screen our universe of European banks for attractive valuations and resilient balance sheets, especially on credit quality and capital, post 4Q20 results</li>
<li>We highlight <a href="https://www.smartkarma.com/entities/hsbc-holdings-plc-a723bd63-0890-486f-aaa0-3bb9ad2b95ce" target="_blank" data-smartkarma-citation="entities:21976:1" rel="noopener">HSBC Holdings (HSBA LN)</a>, <a href="https://www.smartkarma.com/entities/unicredit-spa" target="_blank" data-smartkarma-citation="entities:21234:1" rel="noopener">UniCredit SpA (UCG IM)</a> and <a href="https://www.smartkarma.com/entities/caixabank-sa" target="_blank" data-smartkarma-citation="entities:21255:1" rel="noopener">CaixaBank SA (CABK SM)</a>; we turn positive on <a href="https://www.smartkarma.com/entities/banco-bpm-spa" target="_blank" data-smartkarma-citation="entities:28121:1" rel="noopener">Banco BPM SpA (BAMI IM)</a>, where we had previously been concerned about potentially problematic M&amp;A</li>
<li>In Northern Europe, <a href="https://www.smartkarma.com/entities/jyske-bank-a-s" target="_blank" data-smartkarma-citation="entities:22404:1" rel="noopener">Jyske Bank A/S (JYSK DC)</a> in Denmark screens well amongst the smaller caps, on both valuation and balance sheet strength</li>
<li>Risks to our view include a worse than expected macro-economic recovery with slower growth impacting credit quality, demand for credit and lower for longer interest rates and spreads</li>
</ul>


The rotation into value stocks has lifted bank valuations across the board, especially in developed markets
Even if we could see a pause in the near term, we believe that the rotation has further to run
We screen our universe of European banks for attractive valuations and resilient balance sheets, especially on credit quality and capital, post 4Q20 results
We highlight HSBC Holdings (HSBA LN), UniCredit SpA (UCG IM) and CaixaBank SA (CABK SM); we turn positive on Banco BPM SpA (BAMI IM), where we had previously been concerned about potentially problematic M&amp;A
In Northern Europe, Jyske Bank A/S (JYSK DC) in Denmark screens well amongst the smaller caps, on both valuation and balance sheet strength
Risks to our view include a worse than expected macro-economic recovery with slower growth impacting credit quality, demand for credit and lower for longer interest rates and spreads


European Bank Screens 4Q20 – Our Picks in the Rotation to Value

Silver Point

Thomas J. Monaco

Silver Point is a boutique research firm that focuses on the broader financial services sector, with a particular focus on troubled institutions globally. 

Asia Ex Japan

*Major BEA Shareholder Under Stress In Front Of Merger: CaixaBank SA (CABK.SM), an 17.3% holder of Bank of East Asia’s (23.HK) [BEA] shares, and still has significant capital concerns. Combined with the acquisition of Bankia (BKIA.SM), pro forma CaixaBank’s (surviving entity) core CET1 target is 11.9%. With CaixaBank's restructuring charge only sufficient to fund EUR 1 bn in cost cuts, CaixaBank will need to find additional ways to manufacture capital in order to fund the restructuring - including asset sales, lower dividends, and/or capital raise; and*Expecting A BEA Offload: With an ownership value at EUR 786 mn, a capital charge of EUR 1.6 bn at pro forma CaixaBank under Basel III, the aforementioned solvency constraints at Caixabank, a fundamentally struggling BEA, and a resurgent mainland China, CaixaBank would have to finally be looking for an exit – which would be a massive overhang on the shares of BEA. The key terms of the CaixaBank/BEA Shareholder  Agreement likely cannot be upheld by the former given that its financial problems prevent it from fulfilling its responsibilities.

*Major BEA Shareholder Under Stress In Front Of Merger: CaixaBank SA (CABK.SM), an 17.3% holder of Bank of East Asia’s (23.HK) [BEA] shares, and still has significant capital concerns. Combined with the acquisition of Bankia (BKIA.SM), pro forma CaixaBank’s (surviving entity) core CET1 target is 11.9%. With CaixaBank's restructuring charge only sufficient to fund EUR 1 bn in cost cuts, CaixaBank will need to find additional ways to manufacture capital in order to fund the restructuring - including asset sales, lower dividends, and/or capital raise; and*Expecting A BEA Offload: With an ownership value at EUR 786 mn, a capital charge of EUR 1.6 bn at pro forma CaixaBank under Basel III, the aforementioned solvency constraints at Caixabank, a fundamentally struggling BEA, and a resurgent mainland China, CaixaBank would have to finally be looking for an exit – which would be a massive overhang on the shares of BEA. The key terms of the CaixaBank/BEA Shareholder  Agreement likely cannot be upheld by the former given that its financial problems prevent it from fulfilling its responsibilities.  

Bank of East Asia – How Much Longer Can Caixa Hold On?

<a href="https://www.smartkarma.com/entities/caixabank-sa" target="_blank" data-smartkarma-citation="entities:21255:1" rel="noopener">CaixaBank SA (CABK SM)</a> 's EGM approved on 3 December the integration with <a href="https://www.smartkarma.com/entities/bankia-sa" target="_blank" data-smartkarma-citation="entities:21252:1" rel="noopener">Bankia SA (BKIA SM)</a> , whilst Bankia's EGM did the same on 1 December.
The merger project establishes an exchange of 0.6845 new CaixaBank shares for each Bankia share. The swap means that CaixaBank shareholders will control 74.2% of the capital of the new entity, and those of Bankia 25.8%. The FROB, which has almost 62% of the current Bankia, will now control 16.1% in the combined entity.
<ul>
<li>Gonzalo Gortázar, CEO of CaixaBank, told shareholders that the integration will be profitable in less than three years.</li>
<li>The entities estimate restructuring costs of around €2,200 mn, equivalent to less than three years of the expected annual gross savings of €770 mn per year from 2023.
<ul>
<li>Roughly 42% of Bankia's cost base at end of FY 2019.</li>
</ul>
</li>
<li>Based on the market consensus, ROTE of the merged entity could rise to 8.2% within two years and EPS could improve 28%.
<ul>
<li>Vs. ROTEs of CaixaBank at 5% and Bankia at 1.9% at Q3 2020.</li>
</ul>
</li>
</ul>
This merger will close and the spread shows it.
<ul>
<li>Gross spread of 1.6% on 7 December.</li>
<li>I recommend keeping an eye on the spread: it often reaches c. 2% gross (c. 8% annualised) during intraday trading.</li>
<li>Recommendation is Long 1 Bankia / short 0.6845 CaixaBank.</li>
</ul>

CaixaBank SA (CABK SM) 's EGM approved on 3 December the integration with Bankia SA (BKIA SM) , whilst Bankia's EGM did the same on 1 December.
The merger project establishes an exchange of 0.6845 new CaixaBank shares for each Bankia share. The swap means that CaixaBank shareholders will control 74.2% of the capital of the new entity, and those of Bankia 25.8%. The FROB, which has almost 62% of the current Bankia, will now control 16.1% in the combined entity.

Gonzalo Gortázar, CEO of CaixaBank, told shareholders that the integration will be profitable in less than three years.
The entities estimate restructuring costs of around €2,200 mn, equivalent to less than three years of the expected annual gross savings of €770 mn per year from 2023.

Roughly 42% of Bankia's cost base at end of FY 2019.


Based on the market consensus, ROTE of the merged entity could rise to 8.2% within two years and EPS could improve 28%.

Vs. ROTEs of CaixaBank at 5% and Bankia at 1.9% at Q3 2020.



This merger will close and the spread shows it.

Gross spread of 1.6% on 7 December.
I recommend keeping an eye on the spread: it often reaches c. 2% gross (c. 8% annualised) during intraday trading.
Recommendation is Long 1 Bankia / short 0.6845 CaixaBank.


CaixaBank - Bankia: Merger Approval at the EGMs, Spread

Spain

CaixaBank accepts deposits and offers banking services.  The bank offers portfolio management services, insurance, investment strategy advice, international banking services, and other specialist financial services.

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CaixaBank SA (CABK SM)

Chong Hing Bank (1111 HK): Takeover Talk As Shares Pop

A 30% gain ahead of suspension suggests there is evident news leakage of something big afoot, which would have a positive read-across for the other...

David Blennerhassett

Bye Bye Bankia

CABK SM and BKIA SM will carry out at close of 26 March the exchange of shares. The merger spread is -0.02%, and therefore there is no arbitrage...

Jesus Rodriguez Aguilar

European Bank Screens 4Q20 – Our Picks in the Rotation to Value

The rotation to value benefits European banks, and there is further to go. 4Q20 results show resilient balance sheets; we focus on HSBC, Unicredit,...

Victor Galliano

Bank of East Asia – How Much Longer Can Caixa Hold On?

BANK OF EAST ASIA: CaixaBank is a 17.3% holder of BEA, and still has significant capital concerns. CaixaBank needs to find additional ways to...

Thomas J. Monaco

CaixaBank - Bankia: Merger Approval at the EGMs, Spread

This merger will close, as the spread shows: it is 1.6% gross on 7 December. It often reaches c. 2% gross (c. 8% annualised) intraday....

Jesus Rodriguez Aguilar

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