Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven


For the month of April, just six new deals were discussed on Smartkarma with an overall announced deal size of ~US$9.4bn.


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



Hong Kong



Allied Properties Hk (56 HK) 
Property
0.42
Scheme
34.3%


Allied Prop (56 HK): Cash Offer From Parent



Elec &amp; Eltek International (1151 HK) 
PCB
0.1
VGO
70.47%


Elec &amp; Eltek: High Barrier To Cash Offer



Hopefluent Group (733 HK) 
Property
0.1
MGO
7.14%


Hopefluent: An Imminent Takeover


Hopefluent (733 HK): Unconditional MGO


Japan



Dsb Co Ltd (8692 JP) 
Securities service
0.1
Tender Offer
63%


DSB Co (8692 JP) : This Is a Done-Deal



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

Supermarket chains
0.5
Merger



Aeon Subs Aeon Kyushu | MaxValu Kyushu To Merge - Done Deal, Ungreat Ratio


US







58.Com Inc Adr (WUBA US) 
Online ads
8.2
Non-binding
17.88%


58.com: Offeror No Stranger To Privatisations. And Controversy





Source: Smartkarma Insights


The average premium for the new deals announced in April was ~38% and the YTD average premium for all deals discussed on Smartkarma is 34%.  The average for all deals discussed on Smartkarma in 2019 (145 all-in) was 31.5%.


The above does not include the rumoured (China Merchants (144 HK): What A Privatisation May Look Like) for China Merchants Port (144 HK). 


Arb traders feeling parched? No surprise as deals dry up around the region and elsewhere, as seen in the lack of new transactions in March &amp; April. 





Brief Summary of News in April 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 June, I've included a link to that insight in italics.)






Australia


Comments (with links to announcements and insights)




Caltex Australia (CTX AU) 

20-Apr: Caltex announced the end of discussions with Couche-Tard after Alimentation Couche-Tard (ATD/A CN) said they were pausing to see what happened with COVID-19. CTX also released a trading update. 
23-Apr: Caltex Australia: Should You Buy Here?




Liquefied Natural Gas (LNG AU) 

20-Apr:  LNG9 notified LNG that it was withdrawing its takeover bid. We had previously recommended avoiding the situation.




Stanmore Coal (SMR AU) 

28-Apr: GEAR increases its stake to 52.41% 29-Apr: SMR's board recommend shareholders accept the Offer




Zenith Energy Ltd/AU (ZEN AU) 

7-April: A special dividend of A$0.13/share is declared, which will be netted off the Scheme consideration. The record date is the 25 June.











Hong Kong


Comments (with links to announcements and insights)




BBI Life Sciences (1035 HK) 

17-Apr: The Scheme doc is out for BBI. As previously announced, the Court Meeting will be held on the 11 May.  Dispatch of cheques, assuming the resolutions are passed, on or before the 15 June.
BBI Life: Scheme Doc Out, IFA Ekes Out A Fair Opinion




CGN New Energy Holdings (1811 HK) 
1-Apr: An update to say there is no update.



Clear Media Ltd (100 HK) 

9-Apr: Mittleman Brothers have reduced their stake to below 5%. 
14-Apr: International Value Advisors also selling, now holding 13.89%.
27-Apr: Clear Media: Comp Doc Out. Done Deal. Payment 19 May 28-Apri: The Offer is now unconditional in all respects after CCO tendered. 
The Offer will remain open until the 18 May. Shares tendered will be paid in 7 business days.




Haier Electronics Group Co (1169 HK) 
17-Apr:
In its monthly update in compliance with the Takeovers Code, Haier Electronics Group Co (1169 HK) said the Offeror continues to explore a privatisation proposal. 




Lai Fung Holdings (1125 HK) 
24-Apr: ESun: Vote Down The Sale Of Lai Fung Holdings




Leyou Technologies (1089 HK) 
9-Apr: In its monthly update pursuant to the Takeovers Code, Leyou said the exclusivity agreement has been terminated, but negotiations regarding an Offer are still ongoing. 



Li &amp; Fung Ltd (494 HK) 

10-Apr: L&amp;F has delayed the despatch the Scheme Document to no later than 31 May. That's about 12 days beyond my initial timetable, pushing out the possible consideration payment to the middle of July. 
16-Apr: Li &amp; Fung: Another Think About The Offer
20-April: Li &amp; Fung: Scheme Doc Out, IFA Signs Off




Wheelock (20 HK) 
17-Apr: The Court Meeting for Wheelock is tentatively scheduled to take place on the 16 June, the same day as the AGM. The Scheme Doc is expected to be issued on or before the 21 May.



Yixin Group Ltd (2858 HK) 
6-Apr: Yixin announced DD in regards to the US$16/share Offer from Tencent Holdings (700 HK), Hammer Capital for Bitauto Holdings Ltd Adr (BITA US) is ongoing



Zhuhai Holdings Investment (908 HK) 
17-Apr: The Composite Doc is out. The first close is the 8 May. The IFA says the Offer is fair and reasonable. 









Indonesia


Comments (with links to insights)




Bank Permata (BNLI IJ) 

21-Apr: Bank Permata Terms Lowered; Offer May Come Earlier and Travis suggests BOT approval has been received.
26-Apr: A certain news service which Reports on Deals has received confirmation from BBL that indeed, BoT approval has been received.




Link Net Tbk Pt (LINK IJ) 
22-Apr: A certain news service which Reports on Deals said MNC is looking to negotiate down the Offer price. A check with Link's management (by Angus Mackintosh) confirmed that there have been no recent contact or negotiations with MNC regarding any transaction.









Japan


Comments (with links to announcements and insights)




Cocokara Fine (3098 JP) 
No Apr update



Excel Co Ltd (7591 JP) 
No Apr update



Hitachi Chemical (4217 JP) 
22-Apr: Hitachi Chem (4217); Tender Complete, NEW Largest Japan Squeezeout Ever?




Hitachi High Technologies Co (8036 JP) 
7-Apr: Hitachi Hi-Tech : Largest Japan Squeezeout Ever?




Japan U Pica (7891 JP) 
No Apr update 



Keihin Corp (7251 JP) 
Competition Commission of India Form II filing this week



Maeda Road Construction Co (1883 JP) 

14-Apr: Maeda shareholders, as expected, approved the Special Dividend of JPY 650/share (record date March 6th). This is on top of the 100 yen/share of regular plus special commemorative dividend which went ex- on March 30th. 




Nissin Kogyo (7230 JP) 
Competition Commission of India Form II filing this week



Sakura Sogo Reit (3473 JP) 
No Apr update published.



Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 
23-Apr: The integration ratio would be decided if possible "within the year." That means it may be decided after H1 earnings are out around early November. 



Sawada Holdings (8699 JP) 

7-Apr: The Tender Offer has been extended from the 7th to the 20th of April. One presumes that is because the bidder has not yet received Mongolian Central Bank approval. Note that it does not need this approval in order to complete the Tender Offer and intends to complete it in all cases, and suffer the consequences if it does not eventually receive approval.  17-Apr: Upsilon Investment Partners extended its Tender Offer yet again.  
The new deadline is now 21 May, which is the full 60 days. 
27-Apr: Sawada announced its fiscal year dividend at JPY 12/share. This will go to shareholders as of 31 March 2020. 




Showa Corp (7274 JP) 
Competition Commission of India Form II filing this week



Toshiba Machine (6104 JP) 

1-Apr: Toshiba Machine - Taking the Other Side
1-Apr: Shibaura Machine – A Response




Unizo Holdings (3258 JP) 

3-Apr: UNIZO Saga Done &amp; Dusted - Now For The Squeezeout
24-Apr: Unizo announced that the EGM had been set for June 1 and the last day of trading will be 17 June. Cash will probably be three months after delisting.




Yamaha Motor Robotics Holdings (6274 JP) 
11 Apr: Tender Offer Results. Yamaha owns 93.53%. Fast Squeezeout. 24 Apr: Fast Squeezeout announced.










Malaysia


Comments 




TA Global Bhd (TAGB MK) 

No Apr update 











New Zealand


Comments (with links to announcements and insights)




Metlifecare Ltd (MET NZ) 
8-Apr: EQT walks Metlifecare’s Options As EQT Walks 20-Apr: MET issued an update stating:
- it has received legal advice and reiterates its belief that there is no lawful basis for APVG to terminate the SIA and that the assertions made by APVG are without substance;
- specifically, the Board does not believe the triggers under the “Material Adverse Change” (MAC) clause in the SIA have been, or are reasonably likely to be, triggered.
- the Board is in the process of appointing a QC to assist Metlifecare.
28-Apr: MET received EQT's termination letter. MET's board has rejected the termination. Everyone's lawyering up. 










Philippines


Comments 




Holcim Philippines (HLCM PM) 

24-Apr: The Philippine Competition Commission suspends all proceedings amid COVID-19 quarantine










Singapore


Comments (with links to announcements and insights)




Breadtalk (BREAD SP) 
1-Mar: BreadTalk: Placed For Take Out 3-Apr: The Offer turned unconditional and has been extended to the 20 April. At that time, shares will be suspended. Shareholders who have already tendered will receive the consideration within 7 business days. 



Capitaland Commercial Trust (CCT SP) 
No Apr update 21 Apr



Frasers Commercial Trust (FCOT SP) 
15-Apr: This merger between FLT/FCOT has now become effective.



Keppel Corp Ltd (KEP SP) 

30-Apr: Keppel Corp Partial Tender Update - Odds Less In Your Favor Now Than Before










Taiwan


Comments 




Boardtek Electronics (5349 TT) 
No Apr update 



Growww Media (8497 TT) 
27-Apr: Hakuhodo Inc. acquires majority stake









Thailand


Comments




Bumrungrad Hospital Pub Co (BH TB) 
No Apr update 


Thanachart Capital (TCAP TB)
No Apr update 










Middle East


Comments (with a link to insight)




DP World (DPW DU) 

24-Apr: DP World - Best Deal in Risk Arb Now











Europe


Comments (with links to insights)




Altran Technologies Sa (ALT FP) 

1-Apr: Capgemini announced that it had reached the mandatory withdrawal threshold of 90% of Altran’s capital. Altran will thus cease to be an independent company and will be delisted on April 15, 2020. 




Godewind Immobilien AG (GWD GR) 

No Apr update 




Huntsworth (HNT LN) 

15-Apr: The Huntsworth (HNT LN)-CD&amp;R Deal has received unconditional clearance from the Federal Antimonopoly Service of Russia. Completion of the Acquisition remains subject to the satisfaction of the remaining conditions which include the receipt of other antitrust approvals (Austria and US) and the approval of Target shareholders (AGM expected on 22nd June 2020).




Ingenico Group Sa (ING FP) 

6-Apr: Ingenico (ING FP) /​​ Worldline (WLN FP): Will Worldline Renegotiate the Terms?
15-Apr:Ingenico (ING FP) /​​ Worldline (WLN FP): Thoughts on Price Dynamics After the Short Ban




Unione Di Banche Italiane (UBI IM) 

No Apr update 






Equity Analyst, Event-driven, Quiddity Advisors

Janaghan Jeyakumar, CFA

Equity Analyst, Event-driven

On 25th February, Japanese advertising company <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a><a href="https://ssl4.eir-parts.net/doc/2433/tdnet/1801424/00.pdf" target="_blank" rel="noopener">announced</a> a Tender Offer to acquire 78.1% of Taiwanese peer <a href="https://www.smartkarma.com/entities/growww-media-co-ltd" target="_blank" data-smartkarma-citation="entities:28876:1" rel="noopener">Growww Media (8497 TT)</a> for NT$1,853mn.The Offer has a 50% minimum acceptance condition. However, Target shareholders accounting for more than 50% of total shares have already agreed to tender their shares.Furthermore, the Deal requires approval of the Investment Commission of the Taiwan Ministry of Economic Affairs and is expected to close by 15th April 2020. However, in case the approval gets delayed, the Acquirer can extend the Offer Period by a maximum of 50 days. The Offer Price is NT$69.00/share and the consideration will be in the form of cash.<a href="https://www.smartkarma.com/entities/growww-media-co-ltd" target="_blank" data-smartkarma-citation="entities:28876:1" rel="noopener">Growww Media (8497 TT)</a>'s shares are currently at NT$67.90. With around two months left to completion, below we take a look at the fairness of the Offer, approval process of the Taiwan Ministry of Economic Affairs, and the consequent squeeze-out procedure.

On 25th February, Japanese advertising company Hakuhodo Dy Holdings (2433 JP)announced a Tender Offer to acquire 78.1% of Taiwanese peer Growww Media (8497 TT) for NT$1,853mn.The Offer has a 50% minimum acceptance condition. However, Target shareholders accounting for more than 50% of total shares have already agreed to tender their shares.Furthermore, the Deal requires approval of the Investment Commission of the Taiwan Ministry of Economic Affairs and is expected to close by 15th April 2020. However, in case the approval gets delayed, the Acquirer can extend the Offer Period by a maximum of 50 days. The Offer Price is NT$69.00/share and the consideration will be in the form of cash.Growww Media (8497 TT)'s shares are currently at NT$67.90. With around two months left to completion, below we take a look at the fairness of the Offer, approval process of the Taiwan Ministry of Economic Affairs, and the consequent squeeze-out procedure. 

Taiwan's GROWWW Media to Be Acquired by Hakuhodo (2433 JP)

Taiwan

Growww Media Co., Ltd. provides advertising services. The Company offers advertising, television shows, movies, and other related producing, as well as designing and publishing services. Growww Media offers services worldwide.

Growww Media (8497 TT)

(Mostly) Asia M&A: April 2020 Roundup

For the month of April, just six new deals were discussed on Smartkarma with an overall announced deal size of ~US$9.4bn. Clicking on the...

David Blennerhassett

Taiwan's GROWWW Media to Be Acquired by Hakuhodo (2433 JP)

On 25th February, Japanese advertising company Hakuhodo Dy Holdings (2433 JP)announced a Tender Offer to acquire 78.1% of Taiwanese peer Growww...

Janaghan Jeyakumar, CFA