HK/China Healthcare Analyst (ex-Fosun Pharma)

Xinyao (Criss) Wang

Equity Bottom-Up

China Shengmu Organic Milk / Equity Bottom-Up

<ul>
<li>Based on the Offer Price of HK$0.35, P/B is 0.69x. This valuation level is lower than the historical average and also has a certain discount compared to the industry average.</li>
<li>CSM's net profit may return to positive by 2026. After profitability returns to normal, its P/B ratio is expected to approach 0.8-1x at least. Then reasonable valuation level is HK$0.41-0.51/share.</li>
<li>Since minorities representing 18.74% of CSM outstanding shares needs to tender to hit the “50% hurdle”, this brings uncertainties as the Offer Price may not be attractive to some minorities.</li>
</ul>


Based on the Offer Price of HK$0.35, P/B is 0.69x. This valuation level is lower than the historical average and also has a certain discount compared to the industry average.
CSM's net profit may return to positive by 2026. After profitability returns to normal, its P/B ratio is expected to approach 0.8-1x at least. Then reasonable valuation level is HK$0.41-0.51/share.
Since minorities representing 18.74% of CSM outstanding shares needs to tender to hit the “50% hurdle”, this brings uncertainties as the Offer Price may not be attractive to some minorities.


China Modern Dairy (1117 HK) To Acquire China Shengmu (1432 HK) - The Offer Price Is Not Attractive

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

China Shengmu Organic Milk / Event-Driven

<ul>
<li>On 30 October, <a href="https://www.smartkarma.com/entities/china-modern-dairy-holdings" target="_blank" data-smartkarma-citation="entities:6785:1" rel="noopener">China Modern Dairy (1117 HK)</a> announced a conditional share purchase agreement to acquire 1.28% of outstanding <a href="https://www.smartkarma.com/entities/china-shengmu-organic-milk" target="_blank" data-smartkarma-citation="entities:12714:1" rel="noopener">China Shengmu Organic Milk (1432 HK)</a> shares at HK$0.35 per share. </li>
<li>The SPA is conditional on SAMR and independent CMD shareholder approval. SPA completion will trigger a mandatory conditional cash offer at HK$0.35 per share.</li>
<li>Post-Completion, CMD and concert parties will hold a 31.26% stake. The offer is conditional on a 50% minimum acceptance condition, which is problematic as the offer is not particularly attractive.  </li>
</ul>


On 30 October, China Modern Dairy (1117 HK) announced a conditional share purchase agreement to acquire 1.28% of outstanding China Shengmu Organic Milk (1432 HK) shares at HK$0.35 per share. 
The SPA is conditional on SAMR and independent CMD shareholder approval. SPA completion will trigger a mandatory conditional cash offer at HK$0.35 per share.
Post-Completion, CMD and concert parties will hold a 31.26% stake. The offer is conditional on a 50% minimum acceptance condition, which is problematic as the offer is not particularly attractive.  


China Shengmu (1432 HK): Possible Offer, Potentially Problematic 50% Min Acceptance Condition

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>On the 30th October, <a href="https://www.smartkarma.com/entities/china-modern-dairy-holdings" target="_blank" data-smartkarma-citation="entities:6785:1" rel="noopener">China Modern Dairy (1117 HK)</a> (CMD) entered into a conditional SPA to acquire a 1.28% stake in raw milk producer <a href="https://www.smartkarma.com/entities/china-shengmu-organic-milk" target="_blank" data-smartkarma-citation="entities:12714:1" rel="noopener">China Shengmu Organic Milk (1432 HK)</a> (CSM). </li>
<li>CMD currently holds 29.99% in CSM. Should the SPA complete, CMD clears 30% and will be obligated to make an Offer for all shares not held. </li>
<li>The Offer Price will be A$0.35/share, a 14.75% premium to undisturbed. The Offer will be conditional on a 50% acceptance hurdle. </li>
</ul>


On the 30th October, China Modern Dairy (1117 HK) (CMD) entered into a conditional SPA to acquire a 1.28% stake in raw milk producer China Shengmu Organic Milk (1432 HK) (CSM). 
CMD currently holds 29.99% in CSM. Should the SPA complete, CMD clears 30% and will be obligated to make an Offer for all shares not held. 
The Offer Price will be A$0.35/share, a 14.75% premium to undisturbed. The Offer will be conditional on a 50% acceptance hurdle. 


On China Shengmu (1432)'s Conditional MGO

<ul>
<li>On the 26th September, precision parts manufacturer <a href="https://www.smartkarma.com/entities/spindex-industries-ltd" target="_blank" data-smartkarma-citation="entities:17868:1" rel="noopener">Spindex Industries (SPE SP)</a> announced an Offer, by way of a Scheme, from the Tan Family, Spindex's controlling shareholder, with 74.95%.</li>
<li>The Tan's offered S$1.43/share, an okay 27.7% premium to undisturbed; but a decade-high price. A A$0.02/share was also bolted on (&amp; now paid). No competing Offer will emerge.</li>
<li>
<a href="https://links.sgx.com/FileOpen/Spindex_Scheme%20Document.ashx?App=Announcement&amp;FileID=868915" target="_blank" rel="noopener">The Scheme Booklet is now out,</a> with a Scheme Meeting on the 18th December, and expected payment on the 11th Feb 2026. The IFA (Evolve Capital) says "fair &amp; reasonable".</li>
</ul>


On the 26th September, precision parts manufacturer Spindex Industries (SPE SP) announced an Offer, by way of a Scheme, from the Tan Family, Spindex's controlling shareholder, with 74.95%.
The Tan's offered S$1.43/share, an okay 27.7% premium to undisturbed; but a decade-high price. A A$0.02/share was also bolted on (&amp; now paid). No competing Offer will emerge.

The Scheme Booklet is now out, with a Scheme Meeting on the 18th December, and expected payment on the 11th Feb 2026. The IFA (Evolve Capital) says "fair &amp; reasonable".


Spindex Inds (SPE SP): 18th Dec Vote On MBO

<ul>
<li>The gold rush continues with another Canadian outfit bidding to take over an Aussie-listed West African gold play. </li>
<li>Junior miner <a href="https://www.smartkarma.com/entities/african-gold-ltd" target="_blank" data-smartkarma-citation="entities:29028:1" rel="noopener">African Gold (A1G AU)</a>has entered into a Scheme with <a href="https://www.smartkarma.com/entities/montage-gold-corp" target="_blank" data-smartkarma-citation="entities:43368:1" rel="noopener">Montage Gold (MAU CN)</a>. African Gold shareholders will receive 0.0628 new MAU shares for every A1G share.</li>
<li>That backs out an implied value of A$0.50/share. Independent directors, holding 11.6% of shares out, are supportive. Montage holds 17.3%. Clean deal.</li>
</ul>


The gold rush continues with another Canadian outfit bidding to take over an Aussie-listed West African gold play. 
Junior miner African Gold (A1G AU)has entered into a Scheme with Montage Gold (MAU CN). African Gold shareholders will receive 0.0628 new MAU shares for every A1G share.
That backs out an implied value of A$0.50/share. Independent directors, holding 11.6% of shares out, are supportive. Montage holds 17.3%. Clean deal.


African Gold Ltd (A1G AU) Enters Scheme With Montage Gold (MAU CN)

China

China Shengmu Organic Milk Limited produces organic dairy products. The Company offers raw milk, organic liquid milk, non-organic raw milk, and other related products. China Shengmu Organic Milk operates throughout China.

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China Shengmu Organic Milk (1432 HK)

China Modern Dairy (1117 HK) To Acquire China Shengmu (1432 HK) - The Offer Price Is Not Attractive

The Offer Price of HK$0.35 is low. Reasonable range is HK$0.41-0.51/share after CSM's profitability returns to normal by 2026. Uncertainties arise...

Xinyao (Criss) Wang

China Shengmu (1432 HK): Possible Offer, Potentially Problematic 50% Min Acceptance Condition

Post-Completion, CMD and concert parties will hold a 31.26% stake. The offer is conditional on a 50% minimum acceptance condition, which is...

Arun George

On China Shengmu (1432)'s Conditional MGO

Trading at a 6%/14% gross/annual. spread assuming payment in late April. I don't have a strong conviction on the back-end. There's a good chance...

David Blennerhassett

Spindex Inds (SPE SP): 18th Dec Vote On MBO

Clean deal. Trading at 1.4%/7.7% gross/annualised. If small, illiquid arbs are your thing, and not in, it may be worth a punt. Otherwise look...

David Blennerhassett

African Gold Ltd (A1G AU) Enters Scheme With Montage Gold (MAU CN)

As this is a cross-border trade, you could try to go short MAU late in its trading day; long African Gold, early in its trading day; however the...

David Blennerhassett

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