Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Back in 2021, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> took 84.89%-held <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic (JS SP)</a> private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. </li>
<li>Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.</li>
<li>Which may have precipitated Matheson opting for a (full value) Scheme for <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>, in which appraisal rights are not afforded.</li>
</ul>


Back in 2021, Jardine Matheson (JM SP) took 84.89%-held Jardine Strategic (JS SP) private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. 
Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.
Which may have precipitated Matheson opting for a (full value) Scheme for Mandarin Oriental International (MAND SP), in which appraisal rights are not afforded.


Matheson's Motive For Avoiding MAND's Dissentient Shareholders

<ul>
<li>You might have to go all the back to <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a>'s 2012/2013 unconditional cash offer, which was ostensibly blocked by First Eagle AND Elliott Advisors.</li>
<li>Otherwise, it's slim pickings. Past Schemes or Tender Offers arguably failed as minorities were simply not supportive. There are exceptions, like <a href="https://www.smartkarma.com/entities/soho-china-ltd" target="_blank" data-smartkarma-citation="entities:4123:1" rel="noopener">Soho China (410 HK)</a> and <a href="https://www.smartkarma.com/entities/china-traditional-chinese-medicine" target="_blank" data-smartkarma-citation="entities:351:1" rel="noopener">TCM (570 HK)</a>
</li>
<li>IF LVC wish to remain active in this space/region, they appear to be going about it in a counterproductive way. I still don't understand why they would want to block.</li>
</ul>


You might have to go all the back to Guoco Group Ltd (53 HK)'s 2012/2013 unconditional cash offer, which was ostensibly blocked by First Eagle AND Elliott Advisors.
Otherwise, it's slim pickings. Past Schemes or Tender Offers arguably failed as minorities were simply not supportive. There are exceptions, like Soho China (410 HK) and TCM (570 HK)

IF LVC wish to remain active in this space/region, they appear to be going about it in a counterproductive way. I still don't understand why they would want to block.


Henlius (2696 HK): So, When Was The Last Time A PE/VC Outfit Blocked A Deal?

Mandarin Oriental International / Event-Driven

<ul>
<li>Concurrent with the sale of 13 floors of OCB to <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd-d7b798e2-202d-4e01-9a1e-799e2ae8f0c7" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba</a>, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> is seeking to privatise <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental (MAND SP)</a> at US$3.35/share by way of a Scheme.</li>
<li>The Offer Price is a 52.3% premium to undisturbed, and a 53.7% premium to NAV. Clean deal. And MAND has consistently traded tight to terms. </li>
<li>The <a href="https://links.sgx.com/FileOpen/Shareholder%20Circular.ashx?App=Announcement&amp;FileID=867134" target="_blank" rel="noopener">Scheme Doc is now out</a> for MAND. The Court Meeting is the 8th December. As with <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic Holdings (JS SP)</a>'s 2021 takeover, there is no independent assessment report. </li>
</ul>


Concurrent with the sale of 13 floors of OCB to Alibaba, Jardine Matheson (JM SP) is seeking to privatise Mandarin Oriental (MAND SP) at US$3.35/share by way of a Scheme.
The Offer Price is a 52.3% premium to undisturbed, and a 53.7% premium to NAV. Clean deal. And MAND has consistently traded tight to terms. 
The Scheme Doc is now out for MAND. The Court Meeting is the 8th December. As with Jardine Strategic Holdings (JS SP)'s 2021 takeover, there is no independent assessment report. 


Mandarin Oriental (MAND SP): 8th Dec Vote On Matheson's Offer

<ul>
<li>Three for three. Three low-balled Hong Kong Offers, by way of Schemes, have now lapsed over the past ten weeks. </li>
<li>Both <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion Holdings (533 HK)</a> and <a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> spectacularly failed back in May.</li>
<li>Now <a href="https://www.smartkarma.com/entities/dickson-concepts-intl-ltd" target="_blank" data-smartkarma-citation="entities:5052:1" rel="noopener">Dickson Concepts Intl (113 HK)</a> has followed suit. But the vote was (much) closer than it should have been.</li>
</ul>


Three for three. Three low-balled Hong Kong Offers, by way of Schemes, have now lapsed over the past ten weeks. 
Both Goldlion Holdings (533 HK) and Soundwill Holdings (878 HK) spectacularly failed back in May.
Now Dickson Concepts Intl (113 HK) has followed suit. But the vote was (much) closer than it should have been.


Dickson Concept (113 HK): More Minority Teeth Bared As Another Scheme Fails

<ul>
<li>After <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion (533 HK)</a>'s spectacular Scheme fail, <a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill  (878 HK)</a> appeared destined to be the next failure as shares dipped hard ahead of the Scheme vote. And fail it did.</li>
<li>Just like for Goldlion, Soundwill's Offer was clearly light. The counter-argument was that terms were, arguably, as good as it gets. And no competing Offer would emerge. Minorities voiced otherwise.</li>
<li>Hong Kong has been the proverbial graveyard for arb deals of late. However, in a positive sense, minorities in Goldlion and Soundwill simply rejected opportunistic Offers. </li>
</ul>


After Goldlion (533 HK)'s spectacular Scheme fail, Soundwill  (878 HK) appeared destined to be the next failure as shares dipped hard ahead of the Scheme vote. And fail it did.
Just like for Goldlion, Soundwill's Offer was clearly light. The counter-argument was that terms were, arguably, as good as it gets. And no competing Offer would emerge. Minorities voiced otherwise.
Hong Kong has been the proverbial graveyard for arb deals of late. However, in a positive sense, minorities in Goldlion and Soundwill simply rejected opportunistic Offers. 


Soundwill (878 HK): Thoughts On The Latest Scheme Fail

Hong Kong

Chinese Estates Holdings Limited, through its subsidiaries, invests in and develops real estate properties.  The Company also invests in securities and provides brokerage and money lending services.

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Chinese Estates Holdings (127 HK)

Matheson's Motive For Avoiding MAND's Dissentient Shareholders

I see MAND trading at 2.1%/6.9% gross/annualised - assuming late Feb 2026 payment. That's not exciting. I prefer Matheson here.

David Blennerhassett

Henlius (2696 HK): So, When Was The Last Time A PE/VC Outfit Blocked A Deal?

PE and/or a VC outfit blocking deals are rare. Which may suggest LVC doesn't want that moniker. You could therefore, extrapolate that line of...

David Blennerhassett

Mandarin Oriental (MAND SP): 8th Dec Vote On Matheson's Offer

Clean, full Offer. MAND is trading around ~2.1%/10.8% gross/annualised, assuming late Jan 2026 payment. Expect more accretion/recycling to come in...

David Blennerhassett

Dickson Concept (113 HK): More Minority Teeth Bared As Another Scheme Fails

This is a consistently profitable company. The undisturbed price was $4.78. Yet the HSI is up ~12.8% since the Offer was announced, so perhaps...

David Blennerhassett

Soundwill (878 HK): Thoughts On The Latest Scheme Fail

The outcome for Soundwill was not a big surprise. However, expect current and future illiquid small-cap arbs to trade wide(r) if there is a whiff...

David Blennerhassett

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