Index Rebal Trades & Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Index Rebal Trades & Special Situations

Quiddity Advisors

Pan-Asia Catalysts/Events

Event-Driven

<p>Taiwan-based Financial Services group <a href="https://www.smartkarma.com/entities/waterland-financial-holdings" target="_blank" data-smartkarma-citation="entities:7895:1" rel="noopener">IBF Financial (2889 TT)</a> ("<strong>IBF</strong>") and <a href="https://www.smartkarma.com/entities/entie-commercial-bank" target="_blank" data-smartkarma-citation="entities:6756:1" rel="noopener">Entie Commercial Bank (2849 TT)</a> ("<strong>EnTie</strong>") signed a Share Swap Agreement according to which IBF will acquire 100% of EnTie in a cash-and-scrip deal worth approximately NT$33bn (~US$1.2bn). </p><p>EnTie shareholders will receive <em>NT$9.466730 in cash and 0.493344 IBF preferred shares</em> per EnTie Share. IBF is expected to issue new common shares to raise funds for the cash portion of this Deal and will also issue new preferred shares to fulfil the scrip portion of this Deal.</p><p>The Deal is conditional on approval from the shareholders of both companies. With the record date for the shareholder voting approaching, this Deal is currently facing some hurdles. </p><div><p><em>More below the fold. </em></p></div><hr><div><div><div class="content-remarks"><p><em>For more information about M&amp;A rules, regulations, and practices in Australia, please refer to <a href="https://www.smartkarma.com/insights/quiddity-taiwan-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:30640" rel="noopener">Quiddity Taiwan M&amp;A Guide 2019</a></em></p></div></div></div>

Taiwan-based Financial Services group IBF Financial (2889 TT) ("IBF") and Entie Commercial Bank (2849 TT) ("EnTie") signed a Share Swap Agreement according to which IBF will acquire 100% of EnTie in a cash-and-scrip deal worth approximately NT$33bn (~US$1.2bn). EnTie shareholders will receive NT$9.466730 in cash and 0.493344 IBF preferred shares per EnTie Share. IBF is expected to issue new common shares to raise funds for the cash portion of this Deal and will also issue new preferred shares to fulfil the scrip portion of this Deal.The Deal is conditional on approval from the shareholders of both companies. With the record date for the shareholder voting approaching, this Deal is currently facing some hurdles. More below the fold. For more information about M&amp;A rules, regulations, and practices in Australia, please refer to Quiddity Taiwan M&amp;A Guide 2019

EnTie (2849 TT) - IBF (2889 TT): US$1.2bn Cash & Scrip Deal Far From Done

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

FWD Group Holdings / Equity Capital Markets

<div><p>FWD, a pan-Asian life insurer founded by Richard Li, aims to raise up to US$3bn in its US IPO. </p></div><div><p>FWD is a pan-Asia life insurer operating in ten markets including Hong Kong (and Macau), Thailand (and Cambodia), Japan, the Philippines, Indonesia, Singapore, Vietnam and Malaysia. Southeast Asia markets contributed over 40% of its Value of New Business (VNB) in 2020. It had served over 9.9m customers as of Jun 21.</p></div><div>
<div>In our previous note, we spoke about the positive  and negatives aspects of the deal in our earleir notes, <a href="https://www.smartkarma.com/insights/fwd-pre-ipo-the-positives-growing-fast" target="_blank" rel="noopener">FWD Pre-IPO - The Positives - Growing Fast</a>, <a href="https://www.smartkarma.com/insights/fwd-pre-ipo-the-negatives-strategy-remains-unclear" target="_blank" rel="noopener">FWD Pre-IPO - The Negatives - Strategy Remains Unclear </a>and <a href="https://www.smartkarma.com/insights/fwd-pre-ipo-peer-comparison" target="_blank" rel="noopener">FWD Pre-IPO - Peer Comparison</a>.</div>
<div></div>
<div>In this note we will talk about valuations.</div>
</div>

FWD, a pan-Asian life insurer founded by Richard Li, aims to raise up to US$3bn in its US IPO. FWD is a pan-Asia life insurer operating in ten markets including Hong Kong (and Macau), Thailand (and Cambodia), Japan, the Philippines, Indonesia, Singapore, Vietnam and Malaysia. Southeast Asia markets contributed over 40% of its Value of New Business (VNB) in 2020. It had served over 9.9m customers as of Jun 21.
In our previous note, we spoke about the positive  and negatives aspects of the deal in our earleir notes, FWD Pre-IPO - The Positives - Growing Fast, FWD Pre-IPO - The Negatives - Strategy Remains Unclear and FWD Pre-IPO - Peer Comparison.

In this note we will talk about valuations.


Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett


For the month of September, 9 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$14bn.



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




Ausnet Services (AST AU) 
Transmission
7.0
Scheme
31%



AusNet Services (AST AU) Opens Its Books to Brookfield
AusNet Services (AST AU): Spurned APA Trumps Brookfield's Proposal
AusNet (AST AU): APA Elevates Tussle With Brookfield And Taps Takeover Panel




Ale Property (LEP AU) 
Pub properties
0.8
Scheme
N/A


ALE-Charter Hall: A Post-Lockdown Bet on Australian Pubs



Smartgroup Corp (SIQ AU) 
Employee services
1.0
Scheme
31.7%


Smartgroup (SIQ AU): Indicative Offer From TPG/Potential Capital/Aware Super



Japan




Maxvalu Nishinihon (8287 JP) / Fuji Co Ltd (8278 JP) 
Supermarkets
1.6
Merger
N/A


Fuji (8278) &amp; Maxvalu Nishinihon (8287): Aeon Family Supermarket Integration



Nippo Corp (1881 JP) 
Contractor
2.0
Tender Offer
13.8%



ENEOS To Steamroll Nippo (1881 JP) Minorities
NIPPO (1881 JP) Gets Some Cowbell - It Probably Needs More




Shinsei Bank (8303 JP) 
Financial
1.0
Hostile Offer
38.9%



SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)!
Shinsei Bank - Valuations
Shinsei Looks To A Poison Pill, But Probably Not Really
Shinsei To Launch a Poison Pill; SBI Plays Coy, So We Wait SBI &amp; Shinsei Talking Past Each Other  




Malaysia




Scientex Bhd (SCI MK) 
Real estate
0.1
VTO
12.97%


Scientex - Daibochi: Unconditional Voluntary Take-Over Offer



Singapore








Roxy Pacific Holdings (ROXY SP) 
Real estate
0.3
Offer
19.8%


Roxy-Pacific (ROXY SP): Pre-Conditional Offer Led By Founder



US




iClick Interactive Asia Group (ICLK US) 
Online marketer
0.6
Merger
19%


IClick (ICLK US): PAG &amp; Oasis Shake The Trees


Source: Smartkarma Insights






The average premium for the new deals announced (or first discussed) in September was ~24%, with a year-to-date average of ~32% (121 deals &amp; total deal size of US$249bn).
This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively.



Offer Premium Summary




     




2019


2020


2021 YTD



Australia
33.0%
32.4%
34.9%


Hong Kong
25.2%
34.7%
33.9%


Japan
44.0%
35.2%
28.4%


ROW
29.1%
24.2%
33.1%


Average
31.5%
31.1%
32.4%



Source: Smartkarma Insights








Summary of News in September 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)






Australia


Comments (with links to announcements &amp; insights)




1300 Smiles Ltd (ONT AU) 

No September update




5G Networks Ltd/Australia (5GN AU) / Webcentral (WCG AU) 

No September update




Afterpay Touch (APT AU) 

No September update




Australian Pharmaceutical Industries (API AU) 

17-Sep:  Aussie Pharma (API AU): Wesfarmer's Sweetened (Yet Indicative) Offer
27-Sep: Aussie Pharma (API AU): Sigma's Rival Bid (Just) Edges Wesfarmers
Sigma Healthcare (SIG AU)'s corporate affairs manager said due diligence can commence immediately. As API indicated that Sigma's NBIO was capable of being superior, it opened up access. So much for exclusive DD.




Empired Ltd (EPD AU) 

25-Sep: Empired (EPD AU): Scheme Booklet Out. Meeting On The 25 October




Hansen Technologies (HSN AU) 

5-Sep: And it's a no deal - BGH withdraws its proposal for Hansen Technologies (HSN AU).
 
"Having conducted extensive due diligence inquiries in relation to the company, BGH has not notified Hansen of any issue which Hansen considers material in the context of Hansen’s current operations and strategy. BGH Capital has advised the company that it continues to see Hansen as a highly effective organisation with an outstanding management team and strong prospects."




iCar Asia Ltd (ICQ AU) 

9-Sep: Carsome has requested an extension of the exclusivity period under the process deed with iCar Asia Ltd (ICQ AU), such that the exclusivity period is extended initially to the 30 September, then to automatically to the 30 October provided Casome has completed DD by the 30 Sept. Ithe board is currently minded to agree to this request.




Huon Aquaculture (HUO AU) 

23-Sep: Huon Aquaculture (HUO AU)'s Scheme Booklet is out. The Scheme Meeting will take place on the 29 October, with expected implementation on the 8 November.  28-Sep: The effective date under JBS' Offer has been changed to the 3 November from 4 November previously. 




Iress Ltd (IRE AU) 

16-Sep: Another deal failure. EGT and Iress Ltd (IRE AU) have been unable to agree to a transaction. 




Japara Healthcare (JHC AU) 

18-Sep: Japara Healthcare (JHC AU): 21st October Scheme Meeting




Mainstream Group Holdings Ltd (MAI AU) 
No September update



Milton Corp Ltd (MLT AU) 

3-Sep: Marvelous Milton Merger Mapping Mabbled: Ratio Done, Now For The Hard Part
17-Sep: Marvelous Milton and WHSP (SOL AU) Index Event Prepositioning Analysis




Oil Search Ltd (OSH AU) 

10-Sep: Oil Search/Santos: PNG a Potential Party Pooper




Rhipe Ltd (RHP AU) 

9-Sep: Rhipe (RHP AU): Done Deal As Scheme Booklet Dispatched




Spark Infrastructure (SKI AU) 

No September update




Sydney Airport (SYD AU) 

13-Sep:  Sydney Airport (SYD AU): Consortium Ups Bid And Granted Due Diligence




Think Childcare (TNK AU) 

29-Sep: Shareholders approved the Scheme




Youfoodz Holdings (YFZ AU) 

2-Sep: Youfoodz Holdings (YFZ AU) announced that the Federal court of Australia has approved the convening of Scheme Meeting and despatch of Scheme Booklet. The Scheme Meeting will be conducted as a virtual meeting (video conference) at 10.00 am (Sydney time) on Friday, 8th October 2021.










Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Capital Land Ltd H (2868 HK) 

23-Sep: Beijing Capital Land Ltd H (2868 HK) H shareholders overwhelmingly approve the merger. The last day of trading in shares is today - the 24th.  Payment is expected on or before the 8 November. 




China Youzan Limited (8083 HK) 

No September update




Golden Throat Holdings (6896 HK) 

1-Sep: As expected, Golden Throat Holdings (6896 HK) has pushed out the dispatch date for the Scheme Dochemnt to the 19 October (on or before). 



Kerry Logistics Network (636 HK)

16-Sep: Partial closes for Kerry Logistics Network (636 HK) - 89.6% pro-ration. Not bad. 




Nature Home Holding Company (2083 HK) 

14-Sep: Nature Home (2083 HK): Scheme Doc Out. Court Meeting On 6 Oct. Evergrande Overhang
28-Sep: Nature Home (2083 HK): Risk Aversity Sees Spread Blow Out




Suchuang Gas Corp (1430 HK) 

27-Sep: Shares suspended for some reason.




Soho China Ltd (410 HK) 

10-Sep: Another deal break.










India


Comments 




Adani Power (ADANI IN) 

No September update




Mphasis Ltd (MPHL IN) 

No September update










Japan


Comments (with links to announcements &amp; insights)




GCA Corporation (2174 JP) 

9-Sep: Houlihan Lokey Bumps the GCA Offer - A Whopping 1.3%!!!
28-Sep: The Houlihan Lokey (HLI US) takeout of GCA Corporation (2174 JP) is on its way. The Tender Offer Result was just announced and HLI has 89.58%. That means there will be an EGM and squeezeout. 




Hitachi Metals (5486 JP) 

No September update




Sakai Ovex (3408 JP) 
9-Sep: The Sakai Ovex (3408 JP) Tender Offer has been completed successfully. 
The bidders did not get as much as I thought they might, but the top owner has 77.27%.  That means the squeezeout will go through an EGM and this will be delisted maybe a month after the EGM.










Malaysia


Comments 




Ijm Plantations (IJMP MK) 
No September update



MMC Corp Bhd (MMC MK) 
22-Sep: MMC Corp (MMC MK): This Is A Buy








New Zealand


Comments 




Z Energy Ltd (ZEL NZ) 
27-Sep: Z Energy Ltd (ZEL NZ) announced that the original four-week exclusivity period with Ampol has been extended by a further two weeks.









Taiwan


Comments (with links to insights &amp; announcements)




China Development Financial (2883 TT) / China Life Insurance (2823 TT)

No September update












(Mostly) Asia M&A: September 2021 Roundup

Travis Lundy

Fubon Financial Holding Co / Event-Driven

<p><a href="https://www.smartkarma.com/entities/fubon-financial-holding-co" target="_blank" data-smartkarma-citation="entities:11869:1" rel="noopener">Fubon Financial Holding Co (2881 TT)</a> announced many months ago when it took over <a href="https://www.smartkarma.com/entities/jih-sun-financial-holdings" target="_blank" data-smartkarma-citation="entities:17971:1" rel="noopener">Jih Sun Financial (5820 TT)</a> that it would do an equity raise to do so. In Taiwan, doing an equity raise via rights issue is a relatively common event. </p><p>The company applied to do so, got permission in early August, then announced in late August a timeline and key details as it announced its H1 results. </p><p><a href="https://www.smartkarma.com/profiles/janaghan-jeyakumar-cfa" target="_blank" data-smartkarma-citation="accounts:3173" rel="noopener">Janaghan Jeyakumar, CFA</a> discussed this rights issue in <a href="https://www.smartkarma.com/insights/fubon-financial-holding-co-2881-tt-rights-issue" target="_blank" data-smartkarma-citation="insights:56572" rel="noopener">Fubon Financial Holding Co (2881 TT): Rights Issue</a> a week ago. </p><p>Pricing was expected to be confirmed in the days ahead, and it has been confirmed. </p><p>The 548,000,000 common shares will be issued at NT$58.9/share each. </p><p>The 333,330,000 C Class Preferred Shares (non-cumulative dividend) will be issued at NT$60/share each. The dividend rate was set at 3.0% (7yr IRS + a fixed spread (7yr IRS 0.6538% + 2.3462% spread)). </p><p>I called the company to chat and had some questions. They got back to me today. </p>

Fubon Financial Holding Co (2881 TT) announced many months ago when it took over Jih Sun Financial (5820 TT) that it would do an equity raise to do so. In Taiwan, doing an equity raise via rights issue is a relatively common event. The company applied to do so, got permission in early August, then announced in late August a timeline and key details as it announced its H1 results. Janaghan Jeyakumar, CFA discussed this rights issue in Fubon Financial Holding Co (2881 TT): Rights Issue a week ago. Pricing was expected to be confirmed in the days ahead, and it has been confirmed. The 548,000,000 common shares will be issued at NT$58.9/share each. The 333,330,000 C Class Preferred Shares (non-cumulative dividend) will be issued at NT$60/share each. The dividend rate was set at 3.0% (7yr IRS + a fixed spread (7yr IRS 0.6538% + 2.3462% spread)). I called the company to chat and had some questions. They got back to me today. 

Fubon Financial Rights - Common Share Rights Should Be Exercised, Pref Rights Are Worth Near Zero

Last Week in Event SPACE: BHP, WH Group, Beijing Capital Land, China Life, Macau Gaming Concessions

Taiwan

China Life Insurance Co., Ltd offers traditional life, health care, disability, and group insurance.  The Company also manages life insurance funds such as securities investment, real estate investment, foreign investment, and loan services.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

China Life Insurance (2823 TT)

EnTie (2849 TT) - IBF (2889 TT): US$1.2bn Cash & Scrip Deal Far From Done

Taiwan-based Financial Services group IBF Financial has announced plans to acquire 100% of Entie Commercial Bank in a NT$33bn (~US$1.2bn) cash-and...

Janaghan Jeyakumar, CFA

FWD Pre-IPO - Thoughts on Valuation

FWD, a pan-Asian life insurer founded by Richard Li, aims to raise up to US$3bn in its US IPO. In this note we will talk about our thoughts on...

Sumeet Singh

(Mostly) Asia M&A: September 2021 Roundup

For the month of September, 9 new deals were discussed on Smartkarma with an announced deal size of ~US$14bn. The average premium in September was...

David Blennerhassett

Last Week in Event SPACE: BHP, WH Group, Beijing Capital Land, China Life, Macau Gaming Concessions

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

EnTie (2849 TT) - IBF (2889 TT): US$1.2bn Cash & Scrip Deal Far From Done

Taiwan-based Financial Services group IBF Financial has announced plans to acquire 100% of Entie Commercial Bank in a NT$33bn (~US$1.2bn) cash-and...

Janaghan Jeyakumar, CFA

FWD Pre-IPO - Thoughts on Valuation

FWD, a pan-Asian life insurer founded by Richard Li, aims to raise up to US$3bn in its US IPO. In this note we will talk about our thoughts on...

Sumeet Singh

(Mostly) Asia M&A: September 2021 Roundup

For the month of September, 9 new deals were discussed on Smartkarma with an announced deal size of ~US$14bn. The average premium in September was...

David Blennerhassett

Fubon Financial Rights - Common Share Rights Should Be Exercised, Pref Rights Are Worth Near Zero

Fubon Financial will issue Rights. Rights go ex- on 6 Sep. The Common Share Rights are worth exercising unless the stock plummets. The Pref Rights...

Travis Lundy

Last Week in Event SPACE: BHP, WH Group, Beijing Capital Land, China Life, Macau Gaming Concessions

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett