Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>China's State Administration for Market Supervision is reviewing <strong><a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a></strong>'s privatisation as a simple case. </li>
<li>With the key regulatory pre-condition all but satisfied, the Scheme timeline will significantly shorten from hereon. </li>
<li>Expect shares to narrow into terms at the bell tomorrow. </li>
</ul>


China's State Administration for Market Supervision is reviewing Razer Inc (1337 HK)'s privatisation as a simple case. 
With the key regulatory pre-condition all but satisfied, the Scheme timeline will significantly shorten from hereon. 
Expect shares to narrow into terms at the bell tomorrow. 


Razer (1337 HK): SAMR Takes It On In Simple Procedure

<ul>
<li>
<a href="https://www.smartkarma.com/entities/razer-inc" target="_blank" data-smartkarma-citation="entities:24380:1" rel="noopener">Razer Inc (1337 HK)</a> has announced a pre-conditional <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1202/2021120200081.pdf" target="_blank" rel="noopener">Scheme</a> from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.</li>
<li>The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. </li>
<li>The pre-conditions include PRC anti-trust approval. This <em>should</em> not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. </li>
</ul>



Razer Inc (1337 HK) has announced a pre-conditional Scheme from its founders and CVC at HK$2.82/share, a 55.8% premium to the undisturbed price. The Offer price will NOT be increased.
The Founder Group holds 56.77%. Disinterested Shareholders comprise 42.78%. The blocking stake at the Scheme Meeting is 4.278% of shares out. 
The pre-conditions include PRC anti-trust approval. This should not be an issue. But timing is the key risk to the deal. No dividends will be paid before the Effective Date. 


<div>
<p>On the 12 August  <a href="https://www.smartkarma.com/entities/golden-throat-holdings-group" target="_blank" data-smartkarma-citation="entities:22664:1" rel="noopener">Golden Throat Holdings (6896 HK)</a>, a leading manufacturer of lozenges in China,  <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0812/2021081200754.pdf" target="_blank" rel="noopener">announced</a> an Offer from PE outfit Affirma, by way of a Scheme, at HK$2.80/share, a 55.6% premium to the undisturbed price. The Offer Price would not be increased. </p>
</div>
<div>
<p>Both the Founder Group (61.33% of shares out) and Rollover Shareholders (12.57%) have given Affirma irrevocables, but all will need to abstain from voting at the Court Meeting.</p>
<p>This Offer looked done and the gross spread has been gradually declining over time. </p>
<p>The Scheme Document is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1029/2021102900193.pdf" target="_blank" rel="noopener">out</a>. The Court Meeting will be held on the 30 November with expected payment on the 21 December, one week earlier than my initial forecast. The IFA considers the Offer to be fair and reasonable. </p>
</div>
<div>
<p>More below the fold.</p>
</div>


On the 12 August  Golden Throat Holdings (6896 HK), a leading manufacturer of lozenges in China,  announced an Offer from PE outfit Affirma, by way of a Scheme, at HK$2.80/share, a 55.6% premium to the undisturbed price. The Offer Price would not be increased. 


Both the Founder Group (61.33% of shares out) and Rollover Shareholders (12.57%) have given Affirma irrevocables, but all will need to abstain from voting at the Court Meeting.
This Offer looked done and the gross spread has been gradually declining over time. 
The Scheme Document is now out. The Court Meeting will be held on the 30 November with expected payment on the 21 December, one week earlier than my initial forecast. The IFA considers the Offer to be fair and reasonable. 


More below the fold.


Golden Throat (6896 HK): Scheme Doc Out. Court Meeting On 30 November

<div>
<p>Following a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0805/2021080500377.pdf" target="_blank" rel="noopener">suspension</a> "<em>pursuant to the Code of Takeovers and Mergers</em>" on the 5 August  <a href="https://www.smartkarma.com/entities/golden-throat-holdings-group" target="_blank" data-smartkarma-citation="entities:22664:1" rel="noopener">Golden Throat Holdings (6896 HK)</a>, a leading manufacturer of lozenges in China, has now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0812/2021081200754.pdf" target="_blank" rel="noopener">announced</a> an Offer from PE outfit Affirma, by way of a Scheme, at HK$2.80/share, a 55.6% premium to the undisturbed price.</p>
<p>The Offer Price will not be increased. Golden Throat does not intend to declare any dividends during the Offer period. </p>
<p>Both the Founder Group and Rollover Shareholders have given Affirma irrevocables.</p>
<p>The Founder Group collectively holds 457,076,300 shares or 61.33% of shares out. These shares form part of the Scheme shares. The Rollover Shareholders collectively hold 92,956,400 shares or 12.57% of shares out.</p>
</div>
<p>Standard Scheme conditions apply. None of the Founder Shareholders nor the Rollover Shareholders will attend or vote at the Court Meeting to approve the Scheme, nor vote at the General Meeting on the ordinary resolution to approve the Rollover Arrangement.</p>
<div>
<p>This Offer looks done.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


Following a suspension "pursuant to the Code of Takeovers and Mergers" on the 5 August  Golden Throat Holdings (6896 HK), a leading manufacturer of lozenges in China, has now announced an Offer from PE outfit Affirma, by way of a Scheme, at HK$2.80/share, a 55.6% premium to the undisturbed price.
The Offer Price will not be increased. Golden Throat does not intend to declare any dividends during the Offer period. 
Both the Founder Group and Rollover Shareholders have given Affirma irrevocables.
The Founder Group collectively holds 457,076,300 shares or 61.33% of shares out. These shares form part of the Scheme shares. The Rollover Shareholders collectively hold 92,956,400 shares or 12.57% of shares out.

Standard Scheme conditions apply. None of the Founder Shareholders nor the Rollover Shareholders will attend or vote at the Court Meeting to approve the Scheme, nor vote at the General Meeting on the ordinary resolution to approve the Rollover Arrangement.

This Offer looks done.


More below the fold.


Golden Throat (6896 HK): Affirma and Founder Group Cough Up

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.

<p><a href="https://www.smartkarma.com/entities/golden-throat-holdings-group" target="_blank" data-smartkarma-citation="entities:22664:1" rel="noopener">Golden Throat Holdings (6896 HK)</a> is a leading manufacturer of lozenges in China. After market close on Thursday, it announced a privatisation offer by way of a scheme of arrangement from Aureli Investments. The offeror will offer HK$2.80 cash per scheme share. The bid represents a premium of 55.6% over the closing price of HK$1.80 per share on the undisturbed date (4 August 2021 prior to irregular price movements) and a premium of 25.6% over the closing price of HK$2.23 per share on the last trading date (5 August 2021 prior to the trading halt). </p><p>On 10 August, Golden Throat issued a positive profit alert. The 1H21 net profit is expected to be around RMB80.0 million in comparison to the 1H20 net profit of RMB15.8 million. The profit increase was due to a recovery in 1H21 sales to the pre-COVID-19 pandemic levels. </p><div class="content-highlight"><p>The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 189.3 million shares or 25.60% of shares outstanding, the 10% blocking stake is 18.9 million shares or 2.56% of shares outstanding. No shareholder holds a blocking stake. Overall, we think the offer price is attractive and that the privatisation bid will be successful. </p></div>

Golden Throat Holdings (6896 HK) is a leading manufacturer of lozenges in China. After market close on Thursday, it announced a privatisation offer by way of a scheme of arrangement from Aureli Investments. The offeror will offer HK$2.80 cash per scheme share. The bid represents a premium of 55.6% over the closing price of HK$1.80 per share on the undisturbed date (4 August 2021 prior to irregular price movements) and a premium of 25.6% over the closing price of HK$2.23 per share on the last trading date (5 August 2021 prior to the trading halt). On 10 August, Golden Throat issued a positive profit alert. The 1H21 net profit is expected to be around RMB80.0 million in comparison to the 1H20 net profit of RMB15.8 million. The profit increase was due to a recovery in 1H21 sales to the pre-COVID-19 pandemic levels. The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 189.3 million shares or 25.60% of shares outstanding, the 10% blocking stake is 18.9 million shares or 2.56% of shares outstanding. No shareholder holds a blocking stake. Overall, we think the offer price is attractive and that the privatisation bid will be successful. 

Hong Kong

Golden Throat Holdings Group Company Limited manufactures throat lozenges.  The Company offers its products throughout China.

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Golden Throat Holdings (6896 HK)

Razer (1337 HK): SAMR Takes It On In Simple Procedure

SAMR is reviewing Razer Inc (1337 HK) privatisation as a simple case. With the key regulatory pre-condition all but satisfied, expect the Scheme...

David Blennerhassett

Golden Throat (6896 HK): Scheme Doc Out. Court Meeting On 30 November

The current gross/annualised spread (at HK$2.70/share as I type) is 3.7%/28.5%. That looks attractive although it is not a super liquid arb situation.

David Blennerhassett

Golden Throat (6896 HK): Affirma and Founder Group Cough Up

Assuming this completes late-December, the current gross/annualised spread is 8.1%/23.1%. This still looks like an attractive opportunity, although...

David Blennerhassett

Golden Throat’s Privatisation Bid

Golden Throat announced a privatisation offer at HK$2.80 cash per scheme share, a 25.6% premium to the last close. We think the offer price is...

Arun George

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Razer (1337 HK): SAMR Takes It On In Simple Procedure

SAMR is reviewing Razer Inc (1337 HK) privatisation as a simple case. With the key regulatory pre-condition all but satisfied, expect the Scheme...

David Blennerhassett

Razer (1337 HK): $2.82/Share Final Offer

I'd be a buyer up to $2.50/share or 13%/27% gross/annualised. That may seem wide, but given Hong Kong's M&A bloodbath this year, this seems a...

David Blennerhassett

Golden Throat (6896 HK): Scheme Doc Out. Court Meeting On 30 November

The current gross/annualised spread (at HK$2.70/share as I type) is 3.7%/28.5%. That looks attractive although it is not a super liquid arb situation.

David Blennerhassett

Golden Throat (6896 HK): Affirma and Founder Group Cough Up

Assuming this completes late-December, the current gross/annualised spread is 8.1%/23.1%. This still looks like an attractive opportunity, although...

David Blennerhassett

Golden Throat’s Privatisation Bid

Golden Throat announced a privatisation offer at HK$2.80 cash per scheme share, a 25.6% premium to the last close. We think the offer price is...

Arun George