Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Total Access Communication / Event-Driven

<ul>
<li>Thailand's Trade Competition Commission said that only the National Broadcasting and Telecommunications Commission has the authority to block the <strong><a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True Corp (TRUE TB)</a></strong> / <strong><a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">Total Access Communication (DTAC TB)</a></strong> merger.</li>
<li>At issue, the government appears to be stonewalling the transition of the NBTC board, potentially abetting the merger. </li>
<li>Both True and DTAC are trading through their VTO terms, ignoring dividends.</li>
</ul>


Thailand's Trade Competition Commission said that only the National Broadcasting and Telecommunications Commission has the authority to block the True Corp (TRUE TB) / Total Access Communication (DTAC TB) merger.
At issue, the government appears to be stonewalling the transition of the NBTC board, potentially abetting the merger. 
Both True and DTAC are trading through their VTO terms, ignoring dividends.


<ul>
<li>Due to delays in securing regulatory approvals, the delisting Offer for <strong><a href="https://www.smartkarma.com/entities/vinythai-public-co-limited" target="_blank" data-smartkarma-citation="entities:14107:1" rel="noopener">Vinythai Public Co (VNT TB)</a></strong> took a while, but it is now open.</li>
<li>The Tender offer will close on the 25 February 2022 with expected payment on the 1 March 2022.</li>
<li>The Offer Price of Bt39/share is the highest price since 1995. This is done.</li>
</ul>


Due to delays in securing regulatory approvals, the delisting Offer for Vinythai Public Co (VNT TB) took a while, but it is now open.
The Tender offer will close on the 25 February 2022 with expected payment on the 1 March 2022.
The Offer Price of Bt39/share is the highest price since 1995. This is done.


Vinythai (VNT TB)'s Delisting Offer (Finally) Commences

<ul>
<li>Thai telcos <a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True Corp Pcl (TRUE TB)</a> and <a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">Total Access Communication (DTAC TB)</a> have agreed to an amalgamation.</li>
<li>Telenor Asia, DTAC's parent, and Charoen Pokphand Holding, the parent firm of True, will make conditional voluntary tender offers for all shares in DTAC and True respectively.</li>
<li>A key condition to the merger is approval from the telco regulator, the National Broadcasting and Telecommunications Commission.</li>
</ul>


Thai telcos True Corp Pcl (TRUE TB) and Total Access Communication (DTAC TB) have agreed to an amalgamation.
Telenor Asia, DTAC's parent, and Charoen Pokphand Holding, the parent firm of True, will make conditional voluntary tender offers for all shares in DTAC and True respectively.
A key condition to the merger is approval from the telco regulator, the National Broadcasting and Telecommunications Commission.


Thematic (Sector/Industry)

<div>
<p>This revised guide is part of a series of M&amp;A guides that our Quiddity* team (see our profiles or the footnote below) are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct mergers and acquisitions. </p>
</div>
<div>
<p>The initial guide - <em><a href="https://skr.ma/rTzri" target="_blank" rel="noopener">Quiddity Thailand M&amp;A Guide 2019</a></em> - was published in May 2019. Since that time, there have been some new developments/clarifications, many of which relate to voluntary de-listings. This is an update.</p>
</div>
<div>
<p>These insights are designed to be used as a reference. They are not actionable.</p>
</div>


This revised guide is part of a series of M&amp;A guides that our Quiddity* team (see our profiles or the footnote below) are publishing to aid investors in understanding the rules, parameters, possibilities, and processes when companies conduct mergers and acquisitions. 


The initial guide - Quiddity Thailand M&amp;A Guide 2019 - was published in May 2019. Since that time, there have been some new developments/clarifications, many of which relate to voluntary de-listings. This is an update.


These insights are designed to be used as a reference. They are not actionable.


<p>On 14 December 2016, <a href="https://www.smartkarma.com/entities/agc-inc" target="_blank" data-smartkarma-citation="entities:2167:1" rel="noopener">AGC Inc (5201 JP)</a> <a href="https://www.set.or.th/dat/news/201612/16094295.pdf" target="_blank" rel="noopener">entered into</a> an agreement with Solvay Chemicals and Plastics Holding, and Solvay Vinyls Holding (collectively, Solvay) to acquire 696,511,059 shares, or 58.77% of shares out, in <a href="https://www.smartkarma.com/entities/vinythai-public-co-limited" target="_blank" data-smartkarma-citation="entities:14107:1" rel="noopener">Vinythai Public Co (VNT TB)</a>, at Bt15.00/share, for a total consideration of Br10.4bn.</p>
<p>AGC completed the acquisition of shares in VNT on <a href="https://www.set.or.th/dat/news/201702/17013362.pdf" target="_blank" rel="noopener">22 February 2017</a>. This share acquisition triggered a mandatory tender offer. VNT received an Announcement of Intention to Make a Tender Offer (<a href="https://www.set.or.th/dat/news/201702/17013376.pdf" target="_blank" rel="noopener">Form 247-3</a>) on 23 February 2017.</p>
<p>On 1 March 2017, AGC submitted a copy of the Tender Offer (or <a href="https://www.set.or.th/dat/news/201703/17019209.pdf" target="_blank" rel="noopener">Form 247-4</a>) to purchase shares not held or 41.23% of shares out, at Bt15/share. The Tender Offer period was from the 3 March 2017 to 7 April 2017, a period of 25 business days.</p>
<p>At the close of the Offer, 152,450 shares tendered - or 0.01% of shares out - giving AGC <a href="https://www.set.or.th/dat/news/201704/17029860.pdf" target="_blank" rel="noopener">58.78%</a>. The second-largest shareholder was <a href="https://www.smartkarma.com/entities/ptt-global-chemical-pcl" target="_blank" data-smartkarma-citation="entities:19852:1" rel="noopener">PTT Global Chemical (PTTGC TB)</a> with 24.98%.</p>
<p>Then crickets.</p>
<h3>The New News</h3>
<p>Following a board directors meeting, VNT <a href="https://www.set.or.th/dat/mds_news/news/0475NWS190320210801090046E.pdf" target="_blank" rel="noopener">announced</a> PTTGC and AGC have indicated their intention to delist VNT from the SET.</p>
<p>PTTGC  will offer to purchase shares at Bt39/share. AGC will not tender any of its 57.78% stake in such a tender offer.</p>
<p>This looks done and dusted, and trading tight to terms.</p>
<p>More below the fold.</p>

On 14 December 2016, AGC Inc (5201 JP) entered into an agreement with Solvay Chemicals and Plastics Holding, and Solvay Vinyls Holding (collectively, Solvay) to acquire 696,511,059 shares, or 58.77% of shares out, in Vinythai Public Co (VNT TB), at Bt15.00/share, for a total consideration of Br10.4bn.
AGC completed the acquisition of shares in VNT on 22 February 2017. This share acquisition triggered a mandatory tender offer. VNT received an Announcement of Intention to Make a Tender Offer (Form 247-3) on 23 February 2017.
On 1 March 2017, AGC submitted a copy of the Tender Offer (or Form 247-4) to purchase shares not held or 41.23% of shares out, at Bt15/share. The Tender Offer period was from the 3 March 2017 to 7 April 2017, a period of 25 business days.
At the close of the Offer, 152,450 shares tendered - or 0.01% of shares out - giving AGC 58.78%. The second-largest shareholder was PTT Global Chemical (PTTGC TB) with 24.98%.
Then crickets.
The New News
Following a board directors meeting, VNT announced PTTGC and AGC have indicated their intention to delist VNT from the SET.
PTTGC  will offer to purchase shares at Bt39/share. AGC will not tender any of its 57.78% stake in such a tender offer.
This looks done and dusted, and trading tight to terms.
More below the fold.

Vinythai (VNT TH): Delisting Offer From PTTGC

Thailand

Glow Energy Pcl consists of power producers and utility providers. The Group delivers electricity to the Electricity Generating Authority of Thailand or EGAT under the SPP and IPP programs, as well as directly supply's electricity, steam, and water to industries.

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Glow Energy PCL (GLOW TB)

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David Blennerhassett

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