Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Event-Driven

<h2>THE NEW NEWS</h2>Shortly before 7pm local time, <a href="https://www.smartkarma.com/entities/15573" target="_blank" data-smartkarma-citation="entities:15573">Devine Ltd</a>  and <a href="https://www.smartkarma.com/entities/20030" target="_blank" data-smartkarma-citation="entities:20030">Cimic Group Ltd</a>  announced that the Devine Independent Directors had entered into a Bid Implementation Agreement with CIMIC Residential Investments Pty Ltd (CRI) (hereafter "CIMIC").<div class="content-remarks">Note: The Independent Board Committee was composed of Judith Downes and Peter Dransfield. Craig Bellamy (acting CEO) was Secretary of the IBC. Goldman Sachs was the advisor to the IBC and King &amp; Wood Mallesons was its legal advisor.</div>The new BIA stipulates that…

THE NEW NEWSShortly before 7pm local time, Devine Ltd  and Cimic Group Ltd  announced that the Devine Independent Directors had entered into a Bid Implementation Agreement with CIMIC Residential Investments Pty Ltd (CRI) (hereafter "CIMIC").Note: The Independent Board Committee was composed of Judith Downes and Peter Dransfield. Craig Bellamy (acting CEO) was Secretary of the IBC. Goldman Sachs was the advisor to the IBC and King &amp; Wood Mallesons was its legal advisor.The new BIA stipulates that…

This morning Devine Limited put out new guidance.It was awful.&nbsp;New guidance is for a pre-tax loss of "greater than&nbsp;$11 million" which is clearly within shouting distance of CIMIC's No <a href="http://www.cimic.com.au/__data/assets/pdf_file/0003/32385/1496609.pdf" target="_blank">Material Adverse Change clause</a>&nbsp;(p24-25) in the Defeating Conditions section (p24-29)&nbsp;of the Bidder's Statement.There is an obvious 'asterisk' to attach to this number, and a caveat to considering some of this to be permanent damage, but&nbsp;there is another 'asterisk', and so I expect it will come down to the IFA.In any case, without competitors being able to conduct due diligence on the company, and unable to dislodge CIMIC if they don't want to be dislodged, this new guidance would certainly give pause to anybody looking to compete.&nbsp;This may suddenly have gone into the 'Devinely Difficult' bucket.More below the fold.

This morning Devine Limited put out new guidance.It was awful.&nbsp;New guidance is for a pre-tax loss of "greater than&nbsp;$11 million" which is clearly within shouting distance of CIMIC's No Material Adverse Change clause&nbsp;(p24-25) in the Defeating Conditions section (p24-29)&nbsp;of the Bidder's Statement.There is an obvious 'asterisk' to attach to this number, and a caveat to considering some of this to be permanent damage, but&nbsp;there is another 'asterisk', and so I expect it will come down to the IFA.In any case, without competitors being able to conduct due diligence on the company, and unable to dislodge CIMIC if they don't want to be dislodged, this new guidance would certainly give pause to anybody looking to compete.&nbsp;This may suddenly have gone into the 'Devinely Difficult' bucket.More below the fold.

Australian homebuilder Devine Limited is up for sale.&nbsp;It has been for a while.The process started in June&nbsp;2014 as Mr. Marcelino Fernandez Verdez - the then-new CEO of Leighton Holdings (now known as CIMIC) and CEO of Hochtief AG - had just raised Hochtief's stake in Leighton from just under 60% to just under 70% through a partial offer, announced &nbsp;a new strategic focus on four core businesses (in line with what he had done with Hochtief earlier in the year), the possible sale of construction unit John Holland, and also its 50.6% stake in Devine Limited.A month later the board of Devine Limited decided to start a formal sale process for the whole company.&nbsp;Ten months later, at the end of May 2015, the board of Devine Limited announced that&nbsp;after almost a year, several parties doing due diligence, and receipt of one&nbsp;final non-binding, confidential proposal for cash that was subject to several conditions which were later not satisfied, the company was terminating its sale process.&nbsp;Things have&nbsp;gotten weirder since then. Now we have...1. &nbsp;a bid on the table by the majority owner CIMIC at A$0.75/share.&nbsp;2. &nbsp;two more potential acquirors at A$0.90/share who would need CIMIC's stake to complete.&nbsp;3. &nbsp;both higher bidders apparently being knocked back by CIMIC.The fun is just starting. I discuss the background and the bidding situation below the fold...Part II follows shortly.&nbsp;

Australian homebuilder Devine Limited is up for sale.&nbsp;It has been for a while.The process started in June&nbsp;2014 as Mr. Marcelino Fernandez Verdez - the then-new CEO of Leighton Holdings (now known as CIMIC) and CEO of Hochtief AG - had just raised Hochtief's stake in Leighton from just under 60% to just under 70% through a partial offer, announced &nbsp;a new strategic focus on four core businesses (in line with what he had done with Hochtief earlier in the year), the possible sale of construction unit John Holland, and also its 50.6% stake in Devine Limited.A month later the board of Devine Limited decided to start a formal sale process for the whole company.&nbsp;Ten months later, at the end of May 2015, the board of Devine Limited announced that&nbsp;after almost a year, several parties doing due diligence, and receipt of one&nbsp;final non-binding, confidential proposal for cash that was subject to several conditions which were later not satisfied, the company was terminating its sale process.&nbsp;Things have&nbsp;gotten weirder since then. Now we have...1. &nbsp;a bid on the table by the majority owner CIMIC at A$0.75/share.&nbsp;2. &nbsp;two more potential acquirors at A$0.90/share who would need CIMIC's stake to complete.&nbsp;3. &nbsp;both higher bidders apparently being knocked back by CIMIC.The fun is just starting. I discuss the background and the bidding situation below the fold...Part II follows shortly.&nbsp;

Australia

Devine Limited provides residential property marketing and development and manufactures building supplies for the housing and construction industries.  The Company's housing products also include loan origination and securitization.

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Devine Ltd (DVN AU)

Devine Mandate

THE NEW NEWSShortly before 7pm local time, Devine Ltd and Cimic Group Ltd announced that the Devine Independent Directors had entered into a Bid...

Travis Lundy

Devine Guidance

This morning Devine Limited put out new guidance.It was awful. New guidance is for a pre-tax loss of "greater than $11 million" which is clearly...

Travis Lundy

Simply Devine? Maybe (Part I)

Australian homebuilder Devine Limited is up for sale. It has been for a while.The process started in June 2014 as Mr. Marcelino Fernandez Verdez -...

Travis Lundy

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