Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>After shares were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0929/2020092900089.pdf" target="_blank" rel="noopener">halted</a> before trading opened on the 29 September pursuant to the Hong Kong Code on Takeovers and Mergers,  <a href="https://www.smartkarma.com/entities/cimc-tianda-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:15431:1" rel="noopener">CIMC-TianDa Holdings (445 HK)</a> <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1004/2020100400027.pdf" target="_blank" rel="noopener">announced</a> on the 4 October an Offer by way of a Scheme primarily from <a href="https://www.smartkarma.com/entities/china-international-marine-cntnrs-gp-ltd" target="_blank" data-smartkarma-citation="entities:11752:1" rel="noopener">China International Marine Cntnrs Gp (2039 HK)</a> (CIMC). </p>
<p>The cancellation price is HK$0.266/share, a 20.66% premium to last close. The price is final.</p>
<p>CIMC, together with joint offeror concert parties hold 75.53% of CIMC-Tianda, following the conversion of a CB held by <a href="https://www.smartkarma.com/entities/wison-engineering-services-co" target="_blank" data-smartkarma-citation="entities:24534:1" rel="noopener">Wison Engineering Services Co (2236 HK)</a>. Therefore Scheme Shareholders will comprise 24.47% of shares out.</p>
</div>
<div>
<p>Conditions to the Scheme are standard - at a Court Meeting, at least 75% of Independent Shares vote FOR the Scheme &amp; not more than 10% of ALL Independent Shares against, or 2.447% of shares out. The headcount applies as CIMC-Tianda is Cayman incorporated.</p>
</div>
<div>
<p>Despite solid 1H20 earnings, the announcement indicates those earnings were propped up by orders from last year, and it has proven challenging to procure a stable supply of raw materials and to complete new orders. Given this uncertain backdrop - one expected when exposed to the global aviation industry -  pricing appears <em>okay</em>.</p>
</div>
<div>
<p>As always, more below the fold.</p>
</div>


After shares were halted before trading opened on the 29 September pursuant to the Hong Kong Code on Takeovers and Mergers,  CIMC-TianDa Holdings (445 HK) announced on the 4 October an Offer by way of a Scheme primarily from China International Marine Cntnrs Gp (2039 HK) (CIMC). 
The cancellation price is HK$0.266/share, a 20.66% premium to last close. The price is final.
CIMC, together with joint offeror concert parties hold 75.53% of CIMC-Tianda, following the conversion of a CB held by Wison Engineering Services Co (2236 HK). Therefore Scheme Shareholders will comprise 24.47% of shares out.


Conditions to the Scheme are standard - at a Court Meeting, at least 75% of Independent Shares vote FOR the Scheme &amp; not more than 10% of ALL Independent Shares against, or 2.447% of shares out. The headcount applies as CIMC-Tianda is Cayman incorporated.


Despite solid 1H20 earnings, the announcement indicates those earnings were propped up by orders from last year, and it has proven challenging to procure a stable supply of raw materials and to complete new orders. Given this uncertain backdrop - one expected when exposed to the global aviation industry -  pricing appears okay.


As always, more below the fold.


CIMC-Tianda (445 HK): Scheme Offer Lead By CIMC

<div>
<p>After shares were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0929/2020092900255.pdf" target="_blank" rel="noopener">halted</a> after trading closed on the 29 September pursuant to the Hong Kong Code on Takeovers and Mergers, <a href="https://www.smartkarma.com/entities/hengxing-gold-holding-co-ltd" target="_blank" data-smartkarma-citation="entities:8874:1" rel="noopener">Hengxing Gold Holding (2303 HK)</a> (HGH) <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0930/2020093001586.pdf" target="_blank" rel="noopener">announced</a> on the 30 September a pre-conditional Scheme from <a href="https://www.smartkarma.com/entities/shandong-gold-mining-co-ltd-61153493-5437-47ee-a8d3-aec41fb7f1da" target="_blank" data-smartkarma-citation="entities:27455:1" rel="noopener">Shandong Gold Mining Co., Ltd. (1787 HK)</a> ("SGM").</p>
<p>Under the terms of the Scheme, SGM is offering 0.17241 SGM shares (5/29) for every HGH share. A special dividend of HK$0.3585/HGH was declared on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0929/2020092900669.pdf" target="_blank" rel="noopener">29 September</a>, for which the record date will be 16 October 2020. The scrip terms will not be adjusted for the special dividend. The offer, inclusive of the dividend represents a discount to last close of 2.2%. Terms will not be increased. </p>
<p>The pre-conditions concern approvals from the NDRC and the Ministry of Commerce of the PRC or the Department of Commerce of Shandong Provincial Government, for outbound direct investment.</p>
<p>Conditions to the Scheme are standard - at a Court Meeting, at least 75% of Independent Shares vote FOR the Scheme &amp; not more than 10% of ALL Independent Shares against. The headcount test applies as HGH is Cayman incorporated.</p>
<p>SGM has received irrevocable of 75% of shares out from Ke Xiping (60%) and his son Ke Jiaqi (15%).  No HGH shareholders are required to abstain. The vote appears a formality.</p>
<p>This deal is effectively done. The only question mark is over the timing of the PRC regulatory approvals.</p>
</div>
<div>
<p>As always, more below the fold.</p>
</div>


After shares were halted after trading closed on the 29 September pursuant to the Hong Kong Code on Takeovers and Mergers, Hengxing Gold Holding (2303 HK) (HGH) announced on the 30 September a pre-conditional Scheme from Shandong Gold Mining Co., Ltd. (1787 HK) ("SGM").
Under the terms of the Scheme, SGM is offering 0.17241 SGM shares (5/29) for every HGH share. A special dividend of HK$0.3585/HGH was declared on the 29 September, for which the record date will be 16 October 2020. The scrip terms will not be adjusted for the special dividend. The offer, inclusive of the dividend represents a discount to last close of 2.2%. Terms will not be increased. 
The pre-conditions concern approvals from the NDRC and the Ministry of Commerce of the PRC or the Department of Commerce of Shandong Provincial Government, for outbound direct investment.
Conditions to the Scheme are standard - at a Court Meeting, at least 75% of Independent Shares vote FOR the Scheme &amp; not more than 10% of ALL Independent Shares against. The headcount test applies as HGH is Cayman incorporated.
SGM has received irrevocable of 75% of shares out from Ke Xiping (60%) and his son Ke Jiaqi (15%).  No HGH shareholders are required to abstain. The vote appears a formality.
This deal is effectively done. The only question mark is over the timing of the PRC regulatory approvals.


As always, more below the fold.


Hengxing (2303 HK): Offer From Shandong Gold




For the month of September, 21 new deals were discussed on Smartkarma with an overall announced deal size of ~US$70b, bolstered by the monster deal for NTT Docomo Inc (9437 JP).


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




Citadel Group (CGL AU) 
IT Services
0.3
Scheme
43.2%



   Citadel Group: Private Equity Partners' Offer




DWS Ltd (DWS AU) 
IT services
0.1
Scheme
33.3%



   HCL-DWS(DWS AU): Cash Deal Trading Wide







Hong Kong




AMVIG Holdings (2300 HK) 
Tobacco packaging
0.3
MGO
51.39%



   AMVIG (2300 HK): Smoker's Delight - Possible Conditional Offer




Changshouhua Food (1006 HK) 
Edible oils
0.15
Scheme
16.4%


   Changshouhua (1006 HK): What's Cooking?




Cross Harbour Holdings (32 HK) 
Toll roads
0.2
VGO
42.4%



   Cross-Harbour (32 HK): Voluntary Offer. Price Not Final




Get Nice Holdings (64 HK) 
Financials
0.1
VGO
5.59%



   Get Nice (64 HK)'s VGO. Possible Downstream Offer For Get Nice (1469 HK)




Macau Legend Development (1680 HK) 
Gaming
0.3
MGO
9.38%



   Macau Legend (1680 HK): Mandatory General Offer




China Zhongdi Dairy (1492 HK) 
Dairy
0.2
MGO
11.0%



   Zhongdi Dairy (1492 HK): Possible MGO from Yili



 







India




Allcargo Logistics (AGLL IN) 
Logistics
0.1
Delisting




   Allcargo Logistics (AGLL IN): Indian Delisting Offer Trading Cheap







Japan




Hinokiya Holdings (1413 JP) 
Electronic Retailer
0.1
Partial
12%



   Yamada Denki Partial TOB For Hinokiya (1413 JP)
    Hinokiya (1413 JP) Partial Tender Arb Grids &amp; ProRation




Kirindo Holdings (3194 JP) 
Retail
0.3
Tender Offer
39.7%



   Kirindo (3194) - Another Cheap Bain MBO With Weak Adherence to Fair M&amp;A Guidelines



 Hitachi Capital (8586 JP) / Mitsubishi UFJ Lease &amp; Finance (8593 JP) 
Leasing
7.1
Merger




   Hitachi's Hitachi Capital Capital Case - A Merger With MUFG Lease




NTT Docomo Inc (9437 JP) 
Telco
40
Tender Offer
40.5%



   NTT Docomo SHOCKER - Nikkei Says Parent NTT To Buy Out Docomo Minorities
   NTT – Initial Thoughts Reading Through the Lines of the Shock News
   NTT – NTT Is Going Big and Our Suspicions Are Aroused Further
   NTT Deal for DoCoMo - Not Going Gentle, Definitely Raging Against the Dying of the Light




Ryoyo Electro (8068 JP) 
Electronic Retailer
0.1
Partial
0%



   Ryoyo Electro Corporate Activism Ends in Buyout




Mcubs Midcity Investment Cor (3227 JP) 
REIT
1.2
Merger




   MCUBS Midcity (3227 JP): Scrip Deal Trading Tight But There's a BETTER Trade











Thailand








COL PCL (COL TB) 


Retailer

0.4
Delisting
26.7%



   COL-Central Retail Corp: Thailand Delisting Offer Trading Tight







US




51 Job Inc Adr (JOBS US) 
HR solutions
5.3
Going Private
16.05%


  You're Hired! DCP's Proposal For 51job.Inc










Europe/UK




Altice NV A (ATC NA) 
Telco
5.8
Tender Offer
23.8%



   Altice - Next Private Takeover Announcement




Play Communications SA (1P1 GR) 
Telco
2.6
Tender Offer
38.8%



   Play Communications - Iliad: Offer Announcement




William Hill (WMH LN) 
Gaming
3.7
Rumoured
25%



   William Hill - Caesars: Entertainment Prospective Bid




Ahlstrom-Munksjo (AM1 FH) 
Materials
2.0
Tender offer
37.1%



  Ahlstrom-Munksjo (AM1 FH): Tender Offer Trading Tight - Will There Be Bumpitrage?
  Ahlstrom-Munksjö - Spa Holdings 3: Friendly Offer 






Source: Smartkarma Insights


The average premium for the new deals announced (or first discussed) in September was ~26% and the YTD average premium for all deals discussed on Smartkarma (106 all-in) is 33%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was 31.5%.

At present, it is difficult to gauge what level of control premium the acquirer will be willing to pay for Allcargo Logistics (AGLL IN) and it is unlikely that we will find the answer until the RBB process is complete. 

The Offer(s) for British bookmaker William Hill (WMH LN) are as yet not official. 


The charts below provide a snapshot of deals YTD discussed on Smartkarma. Where the deal is a merger of equals or similar, I've assigned no premium.







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. Where a new insight was written on these names in July, I've included a link, in bold, to that insight in italics.)





Australia


Comments (with links to announcements &amp; insights)




3P Learning (3PL AU) 

No September update




Cardinal Resources (CDV AU) 

2-Sep: Nordgold has bumped its Offer by 36.4% to A$0.90/share from A$0.66/share.   Cardinal Resources (CDV AU): Nordgold's Knockout Offer
7-Sep: Shandong intends to increase its Offer Price to A$1.00/share.
Cardinal Resources (CDV AU): Shandong Trumps Nordgold’s Knockout Offer
9-Sep: Nordgold extends its Offer to the 24 September. 
15-Sep: CDV directors holding 6.07% have publicly stated their intention to accept Shandong's Offer.
17-Sep: Nordgold extends its Offer until the 8 October.
21-Sep: Shandong's Offer declared unconditional. They currently hold 10.94%.




Cassini Resources (CZI AU) 

24-Sep: Scheme effective




Cromwell Property (CMW AU) 

21-Sep: ARA now has 28.53% in Cromwell Property (CMW AU).




Infigen Energy (IFN AU) 

8-Sep: The AFR reported that UAC Energy had sold their 19.9% stake in Infigen Energy (IFN AU) into Iberdrola SA (IBE SM)'s revised bid. Iberdrola now have 97%. This is completely done. 




Onevue Holdings (OVH AU) 

4-Sep: The Scheme Meeting will be held on the 9 October.




OptiComm Ltd (OPC AU) 

8-Sep: Non-binding Offer from First State
OptiComm: First State Gatecrashes Uniti's Offer
25-Sep: OptiComm Ltd (OPC AU) will hold a Scheme Meeting on the 13 October to consider Uniti Group Ltd (UWL AU) 's Offer. 




Village Roadshow (VRL AU) 

25-Sep: Three films have been deferred. This would imply the A$0.08/share uplift is not payable.  






 





Hong Kong


Comments (with links to announcements &amp; insights)




Allied Properties (H.K.) (56 HK) 
In its weekly update concerning the progress of the High Court sanctioning, Allied Properties (H.K.) (56 HK) says there is no new update.



Beijing Jingneng Clean Energy (579 HK) 
4-Sep: In its monthly update, the company announces that there is no update.



Car Inc (699 HK) 
No September update



CGN New Energy Holdings (1811 HK) 
28-Aug: In its monthly update, CGN says there is no update on the deal.



Golden Meditech Holdings (801 HK) 

16-Sep: Scheme approved. 




Haier Electronics Group Co (1169 HK) 

1-Sep: The pre-conditions have been fulfilled - ie. approval from the independent shareholders of Haier Smart Home (600690 CH). The despatch of the Scheme Doc has now been extended to the 30 November, from 4 September previously.
Haier (1169 HK): Back To Entry Levels




Huadian Fuxin Energy Corp (816 HK) 

9-Sep: Lakeville Capital Management Ltd. has given a letter of intent to support the Merger. Lakeville holds 96.089mn shares or 3.74% of the total issued H shares. 
16-Sep: Shareholders approve the merger.




Jinmao Hotel &amp; Jinmao (China) Hotel Investments and Management Limited (6139 HK) 

10-Sep: Shareholders approve the Scheme.




Leyou Technologies (1089 HK) 

9-Sep: The SFC has granted consent to an extension of the time limit for despatching the Scheme Document from 17 September 2020 to 9 November 2020.  
A delay was anticipated - but this is about two weeks past my expected despatch date. The delay is expected to push the despatch of cheques to mid-late December.
23-Sep: Tencent/Leyou: China Bytes




O-Net Technologies (Group) (877 HK) 

1-Sep: O-Net (877 HK): Offer Doc Out. Priced To Complete
The Scheme for O-Net Technologies (Group) (877 HK) passes - 100% approval. 




Skyworth Group Limited (751 HK) 

1-Sep: Unaudited profit before and after non-controlling interests was RMB573mn and RMB391mn respectively, up 64.6% &amp; 116% as compared to RMB348mn and RMB181mn in 1H19.
3-Sep: The partial results are out - 755.8mn tendered against the maximum number of shares to be bought of 392.8mn. Or 51.97% pro-ration - nice one Travis Lundy. The settlement is expected to take place on or before the 14 September (not 11 September as per the circular on account of the delay in the SGM due to the typhoon last month). Shares not bought will be also be returned on this date.




Xinghua Port Holdings (1990 HK) 
16-Sep: Right on cue - this turned unconditional on the first close - 95.91% tendered. The Offer has been automatically extended for another 14 days. 



Yixin Group Ltd (2858 HK) 
4-Sep: Yixin Group Ltd (2858 HK) announced that the Merger is progressing, and Bitauto Holdings (BITA US) just filed a response letter to the SEC addressing some SEC comments. No date has been fixed for such shareholders’ meeting of Bitauto as of the date of this announcement.









India


Comments (with links to insights)




Adani Power Ltd (ADANI IN) 

No September update




Hexaware Technologies (HEXW IN) 

8-Sep: Hexaware Technologies Reverse Book Build Auction - It's On 15-Sep: Hexaware Exit Offer Reverse Book Build Gets 90% &amp; Discovered Price - Now We Wait 23-Sep:Hexaware Tech Done at INR 475. Now For The Residual




INEOS Styrolution India Limited (INEOS IN) 

No September update




J.B. Chemicals &amp; Pharmaceut (JBCP IN) 

No September update




Sequent Scientific (SEQ IN) 

7-Sep: Vedanta: Reaching The End Game 17-Sep: Vedanta : More Fuel For The Fire
21-Sep: Vedanta (VEDL): Cash Raised, Money Flow, and How It Affects Delisting Offer Discovered Price




Vedanta Ltd (VEDL IN) 

7-Sep: Vedanta: Reaching The End Game 17-Sep: Vedanta : More Fuel For The Fire 21-Sep: Vedanta (VEDL): Cash Raised, Money Flow, and How It Affects Delisting Offer Discovered Price 29-Sep: Vedanta Reverse Book Build Auction - It’s On And the Schedule From Here Is Tight










Indonesia


Comments 




Bank Permata (BNLI IJ) 

No September update










Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
23-Sep: Cocokara/MatsuKiyo - Big Gains Since Delay, Stay Long Both




FamilyMart Co Ltd (8028 JP) 

14-Sep: FTSE today announced the deletion of FamilyMart Co Ltd (8028 JP) from its indices as of the close of 11 November 2020, contingent on the passage of the agenda items at the EGM allowing a squeezeout of minority shareholders. 
17-Sep: Familymart: What's Next? And Will Mitsubishi React?




Kawasumi Laboratories (7703 JP) 
No September update; offer closes 30 Sep



Keihin Corp (7251 JP) / Showa Corp (7274 JP) 
2-Sep: The Honda TOBs: FINALLY. Tenders for Showa, Keihin, and Nissin Kogyo




LIXIL VIVA (3564 JP) 

17 Sep EGM held 




Nichii Gakkan Co (9792 JP) 

Record Date for EGM 3 Sep, EGM for 16 Oct, Delisting expected 5 November




OOTOYA Holdings (2705 JP) 

9-Sep: They announced they had gotten to 46.77% in the Tender Offer,




Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 
No September update



Softbrain (4779 JP) 

On 28 Sep, the Opinion Statement was revised slightly. A couple of minor changes to the doc.  Tender offer finally launched on 29 Sep.










Malaysia


Comments




TA Global Bhd (TAGB MK) 
No September update










New Zealand


Comments (with links to announcements)




Metlifecare Ltd (MET NZ) 

1-Sep: Scheme docs out - as previously flagged, the Scheme Meeting will be held on the 2 October.
14-Sep: MET has been advised by Asia Pacific Village Group Limited that the New Zealand Overseas Investment Office has granted APVG consent to acquire 100% of Metlifecare.











Singapore


Comments (with links to insights and announcements)




Accordia Golf Trust (AGT SP) 

10-Sep: Securities Investors Association (Singapore) has sent a letter to Accordia Golf Trust (AGT SP)'s management company with questions ahead of the EGM. 
14-Sep: The Accordia Golf Trust (AGT SP) General Meeting went off without a hitch.  The selldown was approved 97.55% FOR 2.45% AGAINST. The proposed winding up was 99.4% FOR 0.6% AGAINST. EGM Results here. 
17-Sep: Accordia Golf Trust (AGT SP) will be deleted from FTSE Small Cap as of the morning of Sep 30.  It goes out one trading day before.
24-Sep: Accordia Golf Gets Interesting - Main Payment Shortly Then Run The Residual




Capitaland Commercial Trust (CCT SP) 

7-Sep: Capitaland Mall and CCT Merger: Circular Finally Out. Looks Done.




ESR-REIT (EREIT SP) / Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) 

16-Sep: Quarz Capital has raised its stake in Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) from 5% to 6% - it restated it intends to vote down the merger with ESR-REIT (EREIT SP).    22-Sep: Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) has received a notice from the Courts to convene a Scheme Meeting. It is understood Quarz and Black Crane continue to hold out against the deal.




Perennial Real Estate Holdings (PREH SP) 
11-Sept: Compulsory acquisition completed




Sembcorp Industries (SCI SP) / Sembcorp Marine (SMM SP) 

3-Sep: Sembcorp - Last Chance Before....
7-Sep:  Sembcorp Marine Rights Issue Results : Looks Like a Scheme of Introduction










Taiwan


Comments 




Boardtek Electronics (5349 TT) 
No September update



Casetek Holdings (5264 TT) 
No September update









Vietnam


Comments (with links to announcements)




Viglacera Corp (VGC VN) 
20-Sep: Gelex Bumps Viglacera Bid Again. High Pro-Ration Likely.. 





 






Middle East


Comments 




Samba Financial Group (SAMBA AB) /
National Commercial Bank (NCB AB) 

No September update 










Europe/UK


Comments (with links to announcements and insights)




Aker Solutions (AKSO NO) 

25-Sep: At the EGM, all proposals on the agenda were adopted, including approval of the merger plan.




Bolsas y Mercados Espanoles (BME SM) 
7-Sep: Bolsas Y Mercados - SIX Group: Squeeze-Out




CaixaBank SA (CABK SM) 
5-Sep: CaixaBank-Bankia Merger Conversations Announcement: First Take 18-Sep:  CaixaBank - Bankia: Definitive Agreement and Exchange Ratio




Mediawan (MDW FP) 
21-Sep: Antitrust approval received. 



NetEnt AB (NETB SS) 

No September update 








(Mostly) Asia M&A: September 2020 Roundup

<p>After entering a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0903/2020090300110.pdf" target="_blank" rel="noopener">trading halt</a> on the 3 September "<em>pursuant to the Hong Kong Code on Takeovers and Mergers</em>", <a href="https://www.smartkarma.com/entities/changshouhua-food-co-ltd" target="_blank" data-smartkarma-citation="entities:18501:1" rel="noopener">Changshouhua Food (1006 HK)</a> ("CFC") <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0907/2020090701303.pdf" target="_blank" rel="noopener">announced</a> late last night a privatisation by way of a Scheme.</p>
<p>The Cancellation price of HK$4.19/share is a 16.4% premium to last close, but a 43.2% and 64.1% premium over the average closing price on a 30-day and 60-day basis. The price is Final. No dividends are expected to be paid.</p>
<p>The Offeror, holding 52.14% of shares out, is a wholly-owned subsidiary of Sanxing Group. Independent Shareholders hold 46.82% of shares out. </p>
<p>Typical Scheme conditions apply: at least 75% of Independent Shares FOR &amp; not more than 10% of ALL Independent Shares against. Therefore the blocking stake is 4.682% of shares out, or 26.85mn shares.</p>
<p>Two shareholders have sufficient shares to block the vote - one has been a passive investor for almost five years; the other, FIL, was selling earlier this month at $3.50.</p>
<p>The headcount test applies as CFC is Cayman incorporated. </p>
<p>The Offer price <em>appears</em> enough to get this over the line. </p>
<p>As always, more below the fold</p>

After entering a trading halt on the 3 September "pursuant to the Hong Kong Code on Takeovers and Mergers", Changshouhua Food (1006 HK) ("CFC") announced late last night a privatisation by way of a Scheme.
The Cancellation price of HK$4.19/share is a 16.4% premium to last close, but a 43.2% and 64.1% premium over the average closing price on a 30-day and 60-day basis. The price is Final. No dividends are expected to be paid.
The Offeror, holding 52.14% of shares out, is a wholly-owned subsidiary of Sanxing Group. Independent Shareholders hold 46.82% of shares out. 
Typical Scheme conditions apply: at least 75% of Independent Shares FOR &amp; not more than 10% of ALL Independent Shares against. Therefore the blocking stake is 4.682% of shares out, or 26.85mn shares.
Two shareholders have sufficient shares to block the vote - one has been a passive investor for almost five years; the other, FIL, was selling earlier this month at $3.50.
The headcount test applies as CFC is Cayman incorporated. 
The Offer price appears enough to get this over the line. 
As always, more below the fold




For the month of August, 9 new deals were discussed on Smartkarma with an overall announced deal size of ~US$35bn.


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




3P Learning (3PL AU) 
Online Education
0.1
Scheme
23.3%


     Softbrain (4779 JP): Tender Offer Could Be a Done Deal



Village Roadshow (VRL AU) 
Media
0.3
Scheme
36%


     Village Roadshow: BGH's Overly Caveated Offer



Hong Kong




Leyou Technologies (1089 HK) 
Gaming
1.3
Scheme
30.3%



     Leyou (1089): Tencent Is Game As Scheme Tabled
     Leyou (1089 HK): Reg Approvals Not An Issue. Unless Politicised




Xinghua Port Holdings (1990 HK) 
Port ops
0.3
VGO
23.7%


     Xinghua Port (1990 HK): Cash Offer Trading with a View to Complete



Japan




Kawasumi Laboratories (7703 JP) 
Medical
0.3
Tender offer
117%


     Kawasumi Labs Takeout Tender Offer - Big Premium Is Not Too Big



Softbrain (4779 JP) 
Software solutions
0.1
Tender Offer
116%


     Softbrain (4779 JP): Tender Offer Could Be a Done Deal



Taiwan








Casetek Holdings (5264 TT) 
Electronics
0.5
Merger
15.3%


     Casetek - Pegatron: WFH Dynamics Mean Taiwan Cash Merger Trading Cheapish?



US




Livongo Health Inc (LVGO US) 
Medical
15.5
Merger
56%


     Livongo-Teladoc: Virtual Healthcare Giants to Combine



Varian Medical Systems (VAR US) 
Medical
16.4
Merger
24.4%


     Varian-Siemens Deal: DAX Promotion on the Cards for the Acquirer





Source: Smartkarma Insights


Village Roadshow (VRL AU)'s premium in the table above is with respect to the high end of the Offer range. Also, for Leyou Technologies (1089 HK), I've used the premium over the closing price of HK$2.55/share on 19 September 2019, which was the last trading day prior to Leyou's announced it was in preliminary discussions with various independent potential investors.


The average premium for the new deals announced (or first discussed) in August was ~49% and the YTD average premium for all deals discussed on Smartkarma (95 all-in) is 34%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was 31.5%.



The charts below provide a snapshot of deals YTD discussed on Smartkarma. Where the deal is a merger of equals or similar, I've assigned no premium.







Summary of News in August 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. Where a new insight was written on these names in July, I've included a link, in bold, to that insight in italics.)






Australia


Comments (with links to announcements &amp; insights)




Cardinal Resources (CDV AU) 

19-Aug: As to be expected - Shandong satisfies the FIRB condition. 




Cassini Resources (CZI AU) 

17-Aug: Scheme book despatched. Scheme meeting to be held on the 21 Sept.




Cromwell Property (CMW AU) 

3-Aug: CMW has brought an application to the Federal Court - centered around what it deems is an unlawful association between ARA Real Estate and Gordon Tang &amp; concert parties. 
7-Aug: ARA announced it intends to acquire 67.5mn Cromwell shares on-market at a price up to A$0.92/share.  Cromwell/​ARA: Hit &amp; Run
23-Aug: Proportional Offer now declared unconditional. The Offer is expected to expire on the 31 Sept - unless extended. 
27-Aug: CMW's FY20 results are out.  Pretty decent - statutory &amp; operating profit p 13.3% &amp; 27% to A$181.1mn &amp; A$221.2mn. FY20 distribution up 3.4% to 7.50 cps. NYA of A$0.99/share vs A$0.97 in FY19. CMW's ongoing attack on ARA's proportional offer begins on page 32. 




Infigen Energy (IFN AU) 

26-Aug: The Offer on Infigen byIberdrola SA (IBE SM) was due to close today but was today extended until 9 September. Directors at Infigen urged shareholders to accept the Offer at A$0.92/share NOW two days ago based on the fact that there were only 8% of shares out in float after Iberdrola had 72.76% and UAC had 19.94%. Iberdrola announced they had 76.34% meaning float was just 3.72%. 




Onevue Holdings (OVH AU) 

27-Aug: FY20 results




OptiComm Ltd (OPC AU) 

7-Aug: Scheme booklet registered. Scheme meeting on the 10 Sept.




Village Roadshow (VRL AU) 

11-Aug: Village Roadshow: BGH's Overly Caveated Offer




Zenith Energy Ltd/AU (ZEN AU) 

1-Aug: Minorities approve the Scheme - bit it was a close-run thing. For the general scheme vote - in which the rollover shareholders could not vote- 80.25% voted for, 18.98% against. Scheme effective on the 7 August and implemented on the 21 August.






 




Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Jingneng Clean Energy (579 HK) 
In its monthly update, the company announces that there is no update.



Car Inc (699 HK) 
21-Aug: Car Inc (699 HK): MBK Takes A Turn At The Wheel




CGN New Energy Holdings (1811 HK) 
28-Aug: In its monthly update, CGN says there is no update on the deal.



Golden Meditech Holdings (801 HK) 

21-Aug: The Scheme Doc is now out. Scheme meeting - 16 Sept;  Effective date       - 14 Oct; Cheques - 23 Oct. IFA (Somerley) reckons the Offer is fair &amp; reasonable. 




Haier Electronics Group Co (1169 HK) 

2-Aug: Haier (1169 HK): Avatar Scrip Offer From Parent
4-Aug: StubWorld: Haier Smart Home Goes Limit Up. Again
28-Aug: Haier announced bondholders have approved the EB-CB proposal. 




Huadian Fuxin Energy Corp (816 HK) 

21-Aug: Huadian has announced the fulfillment of the pre-conditions - the approvals from NDRC, MoC, &amp; SAFE. Doc to be dispatched on the 28 August (on or before).  The timetable will be close to what I initially tabled. Currently at a gross/annualised spread of 4.4%/24.6%.    26-Aug:  The Doc is out. The H Class meeting is to be held on the 16 Sept. the IFA says fair &amp; reasonable. 
Huadian Fuxin (816 HK): Doc Out. Done Deal




Jinmao Hotel &amp; Jinmao (China) Hotel Investments and Management Limited (6139 HK) 

16-Aug: Doc out. 10 Sept for the Court Meeting, Cheques 9 Oct.




Leyou Technologies (1089 HK) 

4-Aug: Leyou – You Need to Be Tracking Warframe This Month if You Own This
26-Aug: Leyou – We Expect a Deal Soon and at the Top End of Reported Terms or Possibly Higher
28-Aug: Leyou (1089 HK): Reg Approvals Not An Issue. Unless Politicised
2+-Aug: Leyou (1089): Tencent Is Game As Scheme Tabled




O-Net Technologies (Group) (877 HK) 

No August update




Skyworth Group Limited (751 HK) 

20-Aug: Skyworth (751 HK): Partial Unconditional As Whitewash Waiver Approved




Yixin Group Ltd (2858 HK) 
6-Aug: "Subject to the clearance of any comments the SEC may have in relation to the US Filings, Bitauto Holdings (BITA US) will proceed with convening a shareholders’ meeting to approve and authorize the Merger Agreement, the Plan of Merger and the Merger Transactions. No date has been fixed for such shareholders’ meeting of Bitauto as of the date of this announcement"









India


Comments (with links to announcements &amp; insights)




Adani Power Ltd (ADANI IN) 

No August update




Hexaware Technologies (HEXW IN) 

11-Aug: Hexaware's delisting proposal was approved by shareholders to move forward to a Reverse Book Build auction as announced by the company on the evening of 10 August.




INEOS Styrolution India Limited (INEOS IN) 

No August update




J.B. Chemicals &amp; Pharmaceut (JBCP IN) 

No August update




Sequent Scientific (SEQ IN) 

No Aug update




Vedanta Ltd (VEDL IN) 

18-Aug: The Vedanta Resources (VED LN) bond raised nearly US$1.4bn apparently, on US$2.25bn of demand with a slightly lower than originally proposed coupon of 13% (that's still high).  
Putting Sightlines on the Vedanta Delisting Offer TIMING











Indonesia


Comments 




Bank Permata (BNLI IJ) 

23-Aug: Permata Bank: What Is Delaying the MTO? 26-Aug:  Permata Bank Mandatory Takeover Launched. Finally











Japan


Comments (with links to announcements)




Cocokara Fine (3098 JP) 
No August update



Excel Co Ltd (7591 JP) 
No August update



FamilyMart Co Ltd (8028 JP) 

7-Aug:Itochu Haz Opinionz About FamilyMart
25-Aug: Itochu Gets the FamiMa HunnyPot And Now Things Get Funky




Japan U Pica (7891 JP) 
No August update



Keihin Corp (7251 JP) / Showa Corp (7274 JP) 
No August update . 



LIXIL VIVA (3564 JP) 

No August update




Maxvalu Kyushu (3171 JP) / Aeon Kyushu (2653 JP)

No August update



Nichii Gakkan Co (9792 JP) 

2-Aug: Nichii Gakkan: Will a Blandiloquent But Bletcherous Bain Bump Bulldoze Backbenchers?
17-Aug:Nichii Gakkan Scandal To Come? Baring PE Proposed ¥2,000/Share




OOTOYA Holdings (2705 JP) 

19-Aug: Ootoya – Oisix Ra Daichi Tie-Up Could Sway Some Votes But Unlikely to Solve LT Issues
26-Aug: Ootoya – Colowide Extends Drama and TOB Deadline With an Eye on Low Shareholder Turnout
26-Aug: Ootoya Tender Offer - Still Tough, Still a Sell




Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 
5-Aug: SanyoChem/NipponShokubai Forecasts Out - Stay Long the SC/NS Ratio for Merger Rerate




Sony Financial Holdings (8729 JP) 

No August update










Malaysia


Comments (with links to announcements)




TA Global Bhd (TAGB MK) 
No August update









New Zealand


Comments (with links to announcements and insights)




Augusta Capital (AUG NZ) 

7-Aug:  Centuria Capital (CNI AU) announced that they had sufficient acceptances of its takeover offer for Augusta Capital (AUG NZ) and would cross the 90% threshold. Once Centuria Capital (CNI AU) acquires these shares on 12 August, they will commence the squeezeout of all the remaining shares.




Metlifecare Ltd (MET NZ) 

26-Aug: Metlifecare's Full-Year Results: MACs (Probably) Not Triggered: 










Singapore


Comments (with links to insights and announcements)




Accordia Golf Trust (AGT SP) 

9-Aug: Accordia Golf Discord Dismissed, Accord Reached. With a Bump




Capitaland Commercial Trust (CCT SP) 

7-Aug: Capitaland Commercial Trust (CCT SP) has filed an application with the Court for permission to convene, hold and conduct the Trust Scheme Meeting by electronic means while the COVID-19 (Temporary Measures) are in effect.  The Court will hear the application at 4pm on 12 August, following which we should get a better idea of the timeline for the merger of CCT and CMT and subsequent delisting of Capitaland Commercial Trust (CCT SP). 




ESR-REIT (EREIT SP) / Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) 

10-Aug: ESR/Sabana: Better Off Selling Assets
28-Aug: In response to media queries concerning the proposed merger of ESR-REIT (EREIT SP) &amp; Sabana Shari'ah Compliant Industrial REIT (SSREITR SP), the MAS said that its "regulatory framework does not prohibit a shareholder group from owning substantial stakes in two REIT managers managing REITs invested in the same property class".




Keppel Corp Ltd (KEP SP) 

2-Aug: It's a MACastrophe!!! Keppel Surprises Bigly and Badly in O&amp;M
9-Aug: What Triggers a Temasek Decision on Keppel?
10-Aug: Temasek Walks Away from Keppel Deal  The Deal Broke.




Perennial Real Estate Holdings (PREH SP) 
6-Aug: Perennial has dispatched the documents for the compulsory acquisition of shares. Primero now controls 90.33% of the total issued shares of the company and the shares will be delisted following the compulsory acquisition.



Sembcorp Industries (SCI SP) / Sembcorp Marine (SMM SP) 

11-Aug: Sembcorp Marine Rights Decided And "Virtual IPO" Set (Still Avoid)
13-Aug: Sembcorp Industries - A Simple Story Which Looks Complicated
14-Aug: StubWorld: Buy Sembcorp Industries. Don't Buy Swire  SMM shares went ex-. The Rights Traded. Now they have stopped trading and next week people exercise or do not. The following week is the spinoff.










Taiwan


Comments (with links to insights and announcements)




Alpha Networks (3380 TT) 

25-Aug: A month after the result in the Alpha Networks (3380 TT) Tender Offer which saw the shares drop 20% to well below NT$24.00 for a few days, the stock has rebounded so is now at NT$28.00+ for much of the past week. It is not clear why other than the possibility someone is covering a short.




Boardtek Electronics (5349 TT) 
No August update









Thailand


Comments 




Bumrungrad Hospital Pub Co (BH TB) &amp; Bangkok Dusit Medical Services (BDMS TB)  
27-Aug: The Tender Offer is now officially cancelled. 




 




Vietnam


Comments 




Viglacera Corp (VGC VN) 
24-Aug: Vietnam Electrical Equipment J (GEX VN) has announced the Tender Offer to buy 95 million shares of Viglacera Corp (VGC VN). The price is VND 17,700 a share which is well below the current price. You have to imagine this either being set up to fail, or the government has agreed to tender in. The document is linked here (in Vietnamese).




 




Middle East


Comments 




Samba Financial Group (SAMBA AB) /
National Commercial Bank (NCB AB) 

No August update 











Europe/UK


Comments (with links to announcements and insights)




Aker Solutions (AKSO NO) 

21-Aug: EGM set for the 25 Sept




Cello Health plc (CLL LN) 

11-Aug: Scheme becomes effective




Godewind Immobilien AG (GWD GR) 

No August update 




Mediawan (MDW FP) 
30-Jul: The Offer is now open




NetEnt AB (NETB SS) 

No August update 








Hong Kong

Golden Meditech Holdings Ltd, through its subsidiaries, develops, manufactures, and sells blood recovery machines (ABRS Machines), Portable ABMR  Machines, and disposable blood processing chambers and related accessories. The Company also provides storage and accessory services to blood stem cells extracted from umbilical cords of newborn babies, and sells Chinese medicine.

Golden Meditech Holdings (801 HK)

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