Senior Credit Analyst, Lucror Analytics

Leonard Law, CFA

Senior Credit Analyst

High Yield Experts

Lucror Analytics

Lucror Analytics is a leading credit and ESG research specialist and a provider of technology solutions for differentiated fixed income strategies. Our roots are in bottom-up fundamental credit analysis with a specialization in high yield corporate credits from Europe, Asia and Latin America. We are one of few research specialists integrating ESG considerations with fundamental credit research through a dedicated ESG platform. Our ESG assessment covers five key criteria: Disclosure, E,S, & G Pillars, Controversies, ESG Impact on Credit and ESG Momentum.

Recognizing the importance and value-add of Factor Investing in fixed income, Lucror developed the Smart Quant Navigator (SQN), an intuitive platform that helps clients devise and implement factor-based strategies ranging from pure quant to active fundamental, with integrated ESG.

Our company has been at the forefront of developments in the fixed income markets, identifying opportunities and consistently delivering new products and value-adding solutions to clients. Lucror has close relationships with the largest and most reputable asset managers, family offices, hedge funds, investment and wealth managers globally.

Credit

Lucror Analytics Morning Views comprise our fundamental credit analysis, opinions and trade recommendations on high yield issuers in the region, based on key company-specific developments in the past 24 hours. Our Morning Views include a section with a brief market commentary, key market indicators and a macroeconomic and corporate event calendar.<ul><li><a href='#lucror-entity-942'>Car Inc</a></li></ul>

Lucror Analytics Morning Views comprise our fundamental credit analysis, opinions and trade recommendations on high yield issuers in the region, based on key company-specific developments in the past 24 hours. Our Morning Views include a section with a brief market commentary, key market indicators and a macroeconomic and corporate event calendar.Car Inc

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Beijing Jingneng Clean Energy / Event-Driven


For the month of November, 18 new deals were discussed on Smartkarma with an overall announced deal size of ~US$20bn.


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



Regis Healthcare (REG AU) 
Retirement
0.4
Poss. Scheme
25%


Regis Healthcare (REG AU): Potential New Home For The Old


Think Childcare (TNK AU) 
Childcare
0.1
Poss. Scheme
8%


Think Childcare (TNK AU) : Takeover Proposal From Alceon Group Seems Light


Vitalharvest Freehold Trust (VTH AU) 
Agriculture
0.1
Scheme
27.4%


Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon






Hong Kong




Beijing Jingneng Clean Energy (579 HK) 
Energy
2.8
Vol. Offer
70.89%


Beijing Jingneng (579 HK): Privatisation Offer From Parent






Japan



Honshu Chemical Industry (4115 JP) 
Chemical
0.1
Tender Offer
42.6%


Honshu Chemical (4115) - An Embarrassment of Riches


Imasen Electric Industrial (7266 JP) 
Auto parts
0.1
Partial Tender
41%


Imasen Electric Partial Tender - Set Governance to Ludicrous Mode


Japan Asia (3751 JP) 
Community ops
0.2
Tender Offer
70.5%


Japan Asia (3751 JP) Management Buyout: Should There Be a BUMP?


Joban Kaihatsu (1782 JP) 
Construction
0.1
Tender Offer
32%


SmallCap Joban Kaihatsu Founder Tries a Free MBO


Kansai Mirai Financial (7321 JP) 
Financials
0.6
Tender Offer
3%


Resona To Take Kansai Mirai Private!







Keihanshin Building (8818 JP) 

Building leasing
0.2
Partial Tender
1%


Opportunistic Keihanshin (8818) Tender Offer Designed to Fail


Kenedix Inc (4321 JP) 
Real estate
1.25
Tender Offer
32%


A Curiously Unsatisfying Takeover Bid For Kenedix


Tohto Suisan (8038 JP) 
Fresh seafood
0.2
Partial Tender
9.2%


Tohto Suisan Partial Tender Offer - A Weird Tender Which Leads To Listed Zombie-Ism


Tokyo Dome Corp (9681 JP) 
Amusement parks
1.0
Rumoured



Mitsui Fudosan Tender For Tokyo Dome (9681) Mooted, and Tokyo Dome Sells Itself For the Wrong Price  


Yomiuri Land (9671 JP) 
Theme Park
0.4
Tender Offer
26%


Yomiuri Land (9671) Takeover - Probably The Wrong Price But Whaddya Gonna Do?










Malaysia



Batu Kawan Bhd (BAK MK) 
Chemical/rubber
0.1
MGO
13.14%


Batu Kawan (BAK MK)'s Mandatory Offer for CCM: Low Risk Risk Arb






US



China Biologic Products (CBPO US) 
Medical
1.9
Merger
16.8%


China Biologics (CBPO US): Firm Offer Backed By Prerequisite Votes










Europe/UK



Aryzta AG (ARYN VX) 
B2B solutions
0.9
Indicative Offer
32%


Aryzta - Elliott: Prospective Offer


RSA Insurance (RSA LN) 
Insurance
9.5
Offer
48%


RSA - Intact Financial &amp; Tryg: Generous Break-Up Takeover Proposal





Source: Smartkarma Insights

The above does not include the US$0.2bn SPA for amaysim Australia (AYS AU) discussed in Amaysim To Be Wound-Up After Mobile Sale.

Technically, China Biologic Products (CBPO US) was first mentioned on Smartkarma 14 months ago - but now we have a firm offer.


The average premium for the new deals announced (or first discussed) in November was ~29% and the YTD average premium for all deals discussed on Smartkarma (139 all-in) is ~31.5%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was 31.5%.



The charts below provide a snapshot of deals YTD discussed on Smartkarma. Where the deal is a merger of equals or similar, I've assigned no premium.







Summary of News in November 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. Where a new insight was written on these names in July, I've included a link, in bold, to that insight in italics.)






Australia


Comments (with links to announcements &amp; insights)




3P Learning (3PL AU) 

15-Nov: 3P Learning (3PL AU) : Indian Ed-Tech Giant BYJU's Competitive Bid 24-Nov: 3P Learning (3PL AU): Ed-Tech Deal Faces a New Twist




Cardinal Resources (CDV AU) 

4-Nov: In an ASX update, Cardinal Resources (CDV AU) goes into detail the numerous Takeover Panel applications. All of a bit of a mess right now.  25-Nov: Cardinal Resources: Three's A Crowd 26-Nov: Nordgold extends its Offer until the 14 December for Cardinal Resources (CDV AU) while continuing to air its concerns over E&amp;P's Offer. Cardinal continues to unanimously recommend Shandong's Offer.




Citadel Group (CGL AU) 

No November update




Coca Cola Amatil (CCL AU) 

4-Nov: A Scheme implementation Deed has now been entered into, at $12.75/share. The Scheme Meeting is expected to be held in early/mid-March, with an expected implementation date in late March/early April. 




Cromwell Property (CMW AU) 

17-Nov: Board spill for Cromwell Property (CMW AU). One more step for ARA.  26-Nov: ARA's proportional Offer will close on the 30 November.




DWS Ltd (DWS AU) 

No November update




Link Administration Holdings (LNK AU) 

25-Nov: An update to say there is no update




OptiComm Ltd (OPC AU) 

3-Nov: OptiComm Ltd (OPC AU) announced it "not received any contact whatsoever from Aware Super " since 15 October.
6-Nov: OptiComm Ltd (OPC AU) shareholders overwhelmingly approve Scheme.




Northern Star Resources (NST AU) 

25-Nov: some finance conditions are met




Village Roadshow (VRL AU) 

9-Nov: In a new announcement, Village Roadshow (VRL AU) said the A$0.12/share uplift is now locked in.
12-Nov: Spheria said it will vote against Scheme B for Village Roadshow (VRL AU).
17-Nov: Mittleman ups stake in Village Roadshow (VRL AU) to 14.34% from 12.87%.
23-Nov: Village Roadshow: Rollercoaster Economics
27-Nov: Mittleman Brothers posted a presentation, which describes its concerns regarding the currently proposed takeover of VLR.  "The current A$2.95 to A$3.00 range of best outcomes provided still appears unfairly low versus our estimate of indicative fair value which is currently A$5.24 per share."





 




Hong Kong


Comments (with links to announcements &amp; insights)




Allied Properties (H.K.) (56 HK) 
26-Nov: The High Court just upheld the appeal. And the Scheme will now be sanctioned Allied Prop (56 HK): In High Court Today .... 




AMVIG Holdings (2300 HK) 
2-Nov: The Composite doc has now been delayed until the 18 November.   18-Nov: Offer doc for AMVIG Holdings (2300 HK) is out. The first close is the 9 December. The IFA says the Offer is fair &amp; reasonable.   25-Nov: Offer for AMVIG Holdings (2300 HK) now declared unconditional in all respects. 



Beijing Jingneng Clean Energy (579 HK) 
18-Nov: Beijing Jingneng (579 HK): Privatisation Offer From Parent




Car Inc (699 HK) 
14-Nov: Car Inc (699 HK): MBK's Firm Offer




Changshouhua Food (1006 HK) 

11-Nov: China Zhongdi Dairy (1492 HK) will hold an EGM on the 2 December to consider the Offer from Inner Mongolia Yili Industrial Group (A) (600887 CH).
19-Nov: Fortune Hero, with 4.04%, has given an irrevocable to accept the Offer for China Zhongdi Dairy (1492 HK).
25-Nov: More irrevocables trickle in for China Zhongdi Dairy (1492 HK). This takes the shares held plus irrevocables to 96.58%, and is therefore expected to turn unconditional on the 7th day after the despatch of the Composite Doc.




CIMC-TianDa Holdings (445 HK) 
No November update



Cross Harbour Holdings (32 HK) 
4-Nov: The Offer is now unconditional in all respects. The Offer will remain open for acceptances until the 23 November. 



Get Nice Holdings (64 HK) 

25-Nov: Composite Doc despatched for Get Nice Financial Group Ltd (1469 HK).




Haier Electronics Group Co (1169 HK) 

14-Nov:Pre-conditions have now been fulfilled for the Haier Electronics Group Co (1169 HK) Offer. 16-Nov: Haier Electric (1169 HK): The "H-Share" Guessing Game




Hengxing Gold Holding (2303 HK) 

3-Nov: As expected, the despatch of the Scheme Doc has been pushed back to 30 November, from 4 November.
13-Nov: Pre-conditions have now been fulfilled for the Hengxing Gold Holding (2303 HK) Offer.




Leyou Technologies (1089 HK) 

12-Nov: Leyou Tech (1089 HK): Offer Doc Despatched




Macau Legend Development (1680 HK) 

2-Nov: The Composite Document is out. The closing date is the 24 November. The IFA says fair &amp; reasonable.




Powerleader Science &amp; Technology Group (8236 HK) 

No November update




Shanghai Prime Machinery H (2345 HK) 

3-Nov: As expected, the Composite Doc for  Shanghai Prime Machinery H (2345 HK) has been delayed until 22 January, if need be. 
25-Nov: SEG's shareholders approve the merger of Shanghai Prime Machinery H (2345 HK). This is one of the pre-cons. Regulatory approvals form other pre-cons are still outstanding. 




Sun Art Retail (6808 HK) 

9-Nov: As expected, the Composite Doc has been delayed - but only for a week, and is now expected to be despatched on or before the 18 November. 
27-Nov: Sun Art (6808 HK): Offer Doc Out. Not Fair And Reasonable




Yixin Group Ltd (2858 HK) 
6-Nov: Yixin (2858 HK)’s Downstream Unconditional MGO 11-Nov: Composite Doc is out for Yixin Group Ltd (2858 HK). The first (&amp; probably last) close is the 2 December. 











India


Comments (with links to insights)




Allcargo Logistics (AGLL IN) 

No November update




Hexaware Technologies (HEXW IN) 

No November update




INEOS Styrolution India Limited (INEOS IN) 

No November update













Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
No November update, but Oasis now over 5%



Medical &amp; Biological Laboratories (4557 JP) 

No November update




NTT Docomo Inc (9437 JP) 

11-Nov: NTT/Docomo - The KDDI Quibble
17-Nov:Surprising NTT Docomo Tender Result Accelerates Squeezeout, Great Re-Allocation, Nikkei 225 Change
27-Nov: The Other Docomo Selldown and TOPIX Buy  Delisting scheduled for late December.




Shimachu Co Ltd (8184 JP) 

13-Nov: Nitori's Bid for Shimachu Goes Friendly as Shimachu Dumps DCM
16-Nov: DCM Holdings (3050 JP) has extended its Tender Offer for Shimachu Co Ltd (8184 JP) by 10 days, so now it ends on 1 December 2020.  This gives it time to await an expected Phase 1 decision by the JFTC regarding the bid by Nitori Holdings (9843 JP). It was something of a no-brainer for them to extend.   On 27Nov, DCM extended again.




Softbrain (4779 JP) 

Tender Offer succeeded.  27Nov: EGM to consolidate is 29 Dec. Delisting to be 19 Jan.














Singapore


Comments (with links to insights and announcements)




ESR-REIT (EREIT SP) / Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) 

27-Nov:  ESR-REIT/Sabana: Furphys And Fear-Mongering
















Thailand


Comments 




COL PCL (COL TB) 
No November update


















Middle East


Comments 




Samba Financial Group (SAMBA AB) /
National Commercial Bank (NCB AB) 

No November update










Europe/UK


Comments (with links to announcements and insights)




Ahlstrom-Munksjo (AM1 FH) 
No November update



Altice NV A (ATC NA) 


No November update




CaixaBank SA (CABK SM) 
No November update



G4S PLC (GFS LN) 
6-Nov: G4S Playing Hard-To-Get




Play Communications SA (1P1 GR) 
No November update



Talktalk Telecom (TALK LN) 
No November update



William Hill (WMH LN) 
No November update





Partner

Patrick Eng

Sparkill & Co

Equity Bottom-Up

<ol>
<li>The Chess Board Keeps Changing – Value Seen In Capturing The King/CAR</li>
<li>Who is MBK?</li>
<li>What Is The Future Of CAR?</li>
</ol>CAR Inc. ("CAR") has been through a long spring and summer. The market has been overly concerned with its former Chairman and his involvement with Luckin Coffee, business during the pandemic, debt issues, and going concern warning. Yet, there seems to be an interest in acquiring an equity stake or the lowest portion of the capital structure.  I have always wondered why the market doubted the current chess players who have been studying the chessboard; there are only a few moves to make or predict.  Like MBK, I see value in CAR. Unfortunately, if CAR privatizes, we will not be able to participate in the development of a future elephant. Please refer to our earlier chapters on CAR.I) <a href="https://www.smartkarma.com/insights/misunderstood-future-elephant-developing-in-china-s-car-rental-industry" target="_blank" data-smartkarma-citation="insights:40503" rel="noopener">CAR Inc: Misunderstood Future Elephant Developing in China’s Car Rental Industry</a> II) <a href="https://www.smartkarma.com/insights/how-the-car-rental-elephant-may-potentially-evolve-part-2" target="_blank" data-smartkarma-citation="insights:41296" rel="noopener">How The CAR Rental Elephant May Potentially Evolve? Part 2</a> III) <a href="https://www.smartkarma.com/insights/car-inc-given-secular-changes-some-see-the-value-of-lu-s-auto-mobility-ecosystem" target="_blank" data-smartkarma-citation="insights:42499" rel="noopener">CAR Inc - Given Secular Changes, Some See The Value of Lu’s Auto, Mobility Ecosystem.</a> IV) <a href="https://www.smartkarma.com/insights/car-inc-will-165-million-chinese-tourist-s-stay-under-the-mattress" target="_blank" data-smartkarma-citation="insights:43655" rel="noopener">CAR Inc – Will 165 Million Chinese Tourist's $$$ Stay Under The Mattress?</a> V) <a href="https://www.smartkarma.com/insights/car-inc-0699-hk-with-all-the-proven-auto-oems-why-borgward" target="_blank" data-smartkarma-citation="insights:45079" rel="noopener">CAR Inc. (0699 HK) – With All The Proven Auto OEMs, Why Borgward?</a>


The Chess Board Keeps Changing – Value Seen In Capturing The King/CAR
Who is MBK?
What Is The Future Of CAR?
CAR Inc. ("CAR") has been through a long spring and summer. The market has been overly concerned with its former Chairman and his involvement with Luckin Coffee, business during the pandemic, debt issues, and going concern warning. Yet, there seems to be an interest in acquiring an equity stake or the lowest portion of the capital structure.  I have always wondered why the market doubted the current chess players who have been studying the chessboard; there are only a few moves to make or predict.  Like MBK, I see value in CAR. Unfortunately, if CAR privatizes, we will not be able to participate in the development of a future elephant. Please refer to our earlier chapters on CAR.I) CAR Inc: Misunderstood Future Elephant Developing in China’s Car Rental Industry II) How The CAR Rental Elephant May Potentially Evolve? Part 2 III) CAR Inc - Given Secular Changes, Some See The Value of Lu’s Auto, Mobility Ecosystem. IV) CAR Inc – Will 165 Million Chinese Tourist's $$$ Stay Under The Mattress? V) CAR Inc. (0699 HK) – With All The Proven Auto OEMs, Why Borgward? 

CAR INC: The Chessboard Is Changing Again – Like Us, MBK Sees Value. Offers Higher Price

Lucror Analytics Morning Views comprise our fundamental credit analysis, opinions and trade recommendations on high yield issuers in the region, based on key company-specific developments in the past 24 hours. Our Morning Views include a section with a brief market commentary, key market indicators and a macroeconomic and corporate event calendar.<ul><li><a href='#lucror-entity-942'>Car Inc</a></li><li><a href='#lucror-entity-26799'>Future Retail</a></li><li><a href='#lucror-entity-14896'>Jingrui Holdings</a></li></ul>

Lucror Analytics Morning Views comprise our fundamental credit analysis, opinions and trade recommendations on high yield issuers in the region, based on key company-specific developments in the past 24 hours. Our Morning Views include a section with a brief market commentary, key market indicators and a macroeconomic and corporate event calendar.Car IncFuture RetailJingrui Holdings

Morning Views Asia: Car Inc, Future Retail, Jingrui Holdings

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.

<a href="https://www.smartkarma.com/entities/car-inc" target="_blank" data-smartkarma-citation="entities:942:1" rel="noopener">Car Inc (699 HK)</a> provides car rental services, including car rentals and fleet rentals in China. Late on Friday night, CAR announced a pre-conditional voluntary cash offer from Indigo Glamour, which is wholly-owned by MBK Partners. Indigo Glamour will offer HK$4.00 in cash per share which is a 17.99% premium to the last close price of HK$3.39 per share. The offer is not entirely unexpected as on 20 August, a Reuters article claimed that a consortium led by MBK Partners is seeking to privatise CAR.<div class="content-highlight">The pre-conditions which can be waived by the offeror are PRC antitrust approval and necessary consents/waivers from lenders. The key condition precedent is that offeror receives enough acceptances to hold more than 50% of the voting interest. Post-completion of the UCAR share sale and including the irrevocable from <a href="https://www.smartkarma.com/entities/legend-holdings-corp-h" target="_blank" data-smartkarma-citation="entities:517:1" rel="noopener">Legend Holdings Corp H (3396 HK)</a>, the offeror will own 47.41% of the outstanding shares. In combination with a reasonable offer price, we think that offer will garner enough acceptances to comfortably cross the 50% voting interest threshold to become unconditional. </div>

Car Inc (699 HK) provides car rental services, including car rentals and fleet rentals in China. Late on Friday night, CAR announced a pre-conditional voluntary cash offer from Indigo Glamour, which is wholly-owned by MBK Partners. Indigo Glamour will offer HK$4.00 in cash per share which is a 17.99% premium to the last close price of HK$3.39 per share. The offer is not entirely unexpected as on 20 August, a Reuters article claimed that a consortium led by MBK Partners is seeking to privatise CAR.The pre-conditions which can be waived by the offeror are PRC antitrust approval and necessary consents/waivers from lenders. The key condition precedent is that offeror receives enough acceptances to hold more than 50% of the voting interest. Post-completion of the UCAR share sale and including the irrevocable from Legend Holdings Corp H (3396 HK), the offeror will own 47.41% of the outstanding shares. In combination with a reasonable offer price, we think that offer will garner enough acceptances to comfortably cross the 50% voting interest threshold to become unconditional. 

CAR Inc’s Conditional VGO from MBK Partners

China

CAR Inc. is a professional car rental service provider offering short-term rental, long-term rental, and financial leasing. The company provides a range of auto mobility solutions. It was founded in September 2007 and is headquartered in Beijing, China.

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CAR (CAR HK)

Morning Views Asia: Car Inc

Lucror Analytics Morning Views comprise our fundamental credit analysis, opinions and trade recommendations on high yield issuers in the region,...

Lucror Analytics

(Mostly) Asia M&A: November 2020 Roundup

The average premium for the new deals announced (or first discussed) in November was ~29% and the YTD average premium for all deals discussed on...

David Blennerhassett

CAR INC: The Chessboard Is Changing Again – Like Us, MBK Sees Value. Offers Higher Price

CAR Inc - The players on the chessboard change again. All want to capture the king. Equity changes hand instead of a de-leveraging event. Makes...

Patrick Eng

Morning Views Asia: Car Inc, Future Retail, Jingrui Holdings

Lucror Analytics Morning Views comprise our fundamental credit analysis, opinions and trade recommendations on high yield issuers in the region,...

Lucror Analytics

CAR Inc’s Conditional VGO from MBK Partners

CAR announced a pre-conditional voluntary cash offer at HK$4.00 in cash per share. Overall, we think that offer will garner enough acceptances to...

Arun George

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