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.

Event-Driven

<ul>
<li>BGH announced an unconditional off-market takeover offer at A$8.00 cash per share along with intention for on-market purchases equal to, below, or higher than the offer price.</li>
<li>CapVest’s scheme transaction while superior has virtually no chance of getting up. CapVest’s off-market transaction is less appealing due to the uncertain outcome of the ATO ruling.</li>
<li>The last close price of A$8.15 is higher than both BGH and CapVest’s off-market offers which suggest both would need to raise their bid.  </li>
</ul>


BGH announced an unconditional off-market takeover offer at A$8.00 cash per share along with intention for on-market purchases equal to, below, or higher than the offer price.
CapVest’s scheme transaction while superior has virtually no chance of getting up. CapVest’s off-market transaction is less appealing due to the uncertain outcome of the ATO ruling.
The last close price of A$8.15 is higher than both BGH and CapVest’s off-market offers which suggest both would need to raise their bid.  


BGH Returns with an A$8.00 Off-Market Takeover Bid for Virtus

<ul>
<li>The scrip-heavy bid values <a href="https://www.smartkarma.com/entities/pendal-group-ltd" target="_blank" data-smartkarma-citation="entities:15795:1" rel="noopener">Pendal Group (PDL AU)</a> at A$6.23 based on the <a href="https://www.smartkarma.com/entities/perpetual-ltd" target="_blank" data-smartkarma-citation="entities:599:1" rel="noopener">Perpetual Ltd (PPT AU)</a> price on 1 April, a 39.2% premium to the unaffected price of A$4.48.  </li>
<li>The Pendal Board hints at opportunism. We agree as the Perpetual offer is unattractive in the context of historical multiples and share prices. </li>
<li>The bid lays a marker of Pendal’s inherent value, and we think another bidding round is possible. The gross spread to the offer at the last close prices is 12.1%.  </li>
</ul>


The scrip-heavy bid values Pendal Group (PDL AU) at A$6.23 based on the Perpetual Ltd (PPT AU) price on 1 April, a 39.2% premium to the unaffected price of A$4.48.  
The Pendal Board hints at opportunism. We agree as the Perpetual offer is unattractive in the context of historical multiples and share prices. 
The bid lays a marker of Pendal’s inherent value, and we think another bidding round is possible. The gross spread to the offer at the last close prices is 12.1%.  


Pendal’s Indicative Bid from Perpetual Is Underwhelming

<ul>
<li>CapVest’s binding offer is A$8.25 via a scheme or A$8.10 via an off-market takeover. The scheme offer is a 5.8% premium to its previous scheme offer of A$7.80 per share. </li>
<li>Rival bidder BGH lobbed a revised non-binding offer of A$8.10 per share after market close on 10 March. The Board will consider any further improved competing offer.  </li>
<li>BGH (19.99% stake) previously stated that it will vote against a CapVest scheme and will not accept any takeover offer. Another round of bidding is a possibility. </li>
</ul>


CapVest’s binding offer is A$8.25 via a scheme or A$8.10 via an off-market takeover. The scheme offer is a 5.8% premium to its previous scheme offer of A$7.80 per share. 
Rival bidder BGH lobbed a revised non-binding offer of A$8.10 per share after market close on 10 March. The Board will consider any further improved competing offer.  
BGH (19.99% stake) previously stated that it will vote against a CapVest scheme and will not accept any takeover offer. Another round of bidding is a possibility. 


CapVest Inches past BGH in a Heated Takeover Battle for Virtus

<ul>
<li>BGH’s revised scheme offer will pay $7.65 per <a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a> share, which is 0.7% and 2.0% higher than CapVest’s rival scheme (A$7.60) and off-market takeover offer (A$7.50), respectively.</li>
<li>BGH (19.99% stake) will vote against the CapVest scheme and will not accept any takeover offer from CapVest. Consequently, CapVest’s best option is an improved off-market takeover bid.</li>
<li>As CapVest's offer is marginally below BGH's revised offer, CapVest retains the potential to lob an improved offer, in our view.</li>
</ul>


BGH’s revised scheme offer will pay $7.65 per Virtus Health (VRT AU) share, which is 0.7% and 2.0% higher than CapVest’s rival scheme (A$7.60) and off-market takeover offer (A$7.50), respectively.
BGH (19.99% stake) will vote against the CapVest scheme and will not accept any takeover offer from CapVest. Consequently, CapVest’s best option is an improved off-market takeover bid.
As CapVest's offer is marginally below BGH's revised offer, CapVest retains the potential to lob an improved offer, in our view.


Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<div>
<p>Back on the 29 July, trading and wealth management software provider <a href="https://www.smartkarma.com/entities/iress-ltd" target="_blank" data-smartkarma-citation="entities:15342:1" rel="noopener">Iress Ltd (IRE AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02400486-3A571606?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it had received a confidential, unsolicited, non-binding, and indicative proposal from Swedish PE outfit EQT Fund Management via a Scheme of Arrangement at a price range of between A$15.30 and A$15.50 cash per share. EQT had previously fielded an Offer of A$14.80/share on the 18 June.</p>
</div>
<div>
<p>Iress' board unanimously concluded that the 4% bump - if using the mid-price of the price range - attached to the latest Proposal was<em> "conditional and did not represent compelling value for Iress shareholders</em>". </p>
<p>In <em><a href="https://skr.ma/2sAsB" target="_blank" rel="noopener">Iress (ASX AU) Bats Away EQT - For Now</a></em>, I suggested getting involved around $14.30/share.</p>
<p>Iress' board has now backed a revised Offer from EQT - but at <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405676-3A572494?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">$15.91/share</a>, just 3.3% above the previous proposal.</p>
<p>Due diligence, on an exclusive basis, has been granted. </p>
<p>This looks done, but remains non-binding. Plus there is the question mark over why the board was quick to agree to terms such that an additional ~3% becomes "compelling". </p>
</div>
<div>
<p>As always, more below the fold.</p>
</div>


Back on the 29 July, trading and wealth management software provider Iress Ltd (IRE AU) announced it had received a confidential, unsolicited, non-binding, and indicative proposal from Swedish PE outfit EQT Fund Management via a Scheme of Arrangement at a price range of between A$15.30 and A$15.50 cash per share. EQT had previously fielded an Offer of A$14.80/share on the 18 June.


Iress' board unanimously concluded that the 4% bump - if using the mid-price of the price range - attached to the latest Proposal was "conditional and did not represent compelling value for Iress shareholders". 
In Iress (ASX AU) Bats Away EQT - For Now, I suggested getting involved around $14.30/share.
Iress' board has now backed a revised Offer from EQT - but at $15.91/share, just 3.3% above the previous proposal.
Due diligence, on an exclusive basis, has been granted. 
This looks done, but remains non-binding. Plus there is the question mark over why the board was quick to agree to terms such that an additional ~3% becomes "compelling". 


As always, more below the fold.


Iress (IRE AU) Accepts EQT's Latest Proposal

Australia

Challenger Limited is an investment management firm  The Company offers annuities and other retirement income products as well as manages assets for domestic and international clients.

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Challenger Ltd (CGF AU)

BGH Returns with an A$8.00 Off-Market Takeover Bid for Virtus

CapVest’s scheme offer while superior to BGH's off-market offer has virtually no chance of getting up. CapVest’s off-market offer is less appealing...

Arun George

Pendal’s Indicative Bid from Perpetual Is Underwhelming

The offer consists of a scrip component (1 Perpetual share for every 7.5 Pendal share) and a cash component (A$1.67). The Pendal Board hints at...

Arun George

CapVest Inches past BGH in a Heated Takeover Battle for Virtus

CapVest’s binding offer is A$8.25 via a scheme or A$8.10 via an off-market takeover. Rival bidder BGH lobbed an offer of A$8.10 on 10 March....

Arun George

BGH’s Revised Higher Offer for Virtus

BGH has returned with a revised offer of $7.65 per share, which is 7.7% higher than BGH’s original offer of A$7.10. CapVest’s (rival suitor) best...

Arun George

Iress (IRE AU) Accepts EQT's Latest Proposal

Currently trading at a 5.4%/13.4% gross/annualised spread, assuming five months from hereon to complete. That looks like a reasonable price level...

David Blennerhassett

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