Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Australian Pharmaceutical Industries / Event-Driven

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On the 12 July, wholesale and retail pharmacy health/beauty and lifestyle products operator <a href="https://www.smartkarma.com/entities/19399" target="_blank" data-smartkarma-citation="entities:19399:1" rel="noopener">Australian Pharmaceutical Industries (API AU)</a> (API) <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02394187-3A570533?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an indicative, non-binding Offer from <a href="https://www.smartkarma.com/entities/wesfarmers-ltd" target="_blank" data-smartkarma-citation="entities:1104:1" rel="noopener">Wesfarmers Ltd (WES AU)</a> by way of a Scheme at $1.38/share,  a 20.5% premium to last close.  Separately, Wesfarmers has entered into an agreement with API's largest shareholder <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> (WHSP), such that WHSP will vote its 19.3% interest in favour of Wesfarmers' proposal, in the absence of a superior Offer.
There was a whiff of opportunism present, and the API board agreed and concluded in an announcement on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02400478-3A571605?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">29 July</a> that the proposal undervalued API, was not compelling, and was not in the best interest of shareholders. 
<h3>The New News</h3>
After bumping the Offer by 12.3% to A$1.55/share, Wesfarmers and API entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02422163-3A575967?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">process deed</a> yesterday. A fully franked dividend of A$0.05/share is permitted, which if paid will reduce the cash consideration.
WHSP remains supportive and will vote its 19.3% in favour of the revised proposal.
API has granted Wesfarmers exclusive due diligence until the 16 October. The deal is also subject to ACCC clearance.
This remains a non-binding Offer, and we have seen two Aussie deals break in the past fortnight, reinforcing the country's moniker as the non-binding graveyard.
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More below the fold.
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On the 12 July, wholesale and retail pharmacy health/beauty and lifestyle products operator Australian Pharmaceutical Industries (API AU) (API) announced an indicative, non-binding Offer from Wesfarmers Ltd (WES AU) by way of a Scheme at $1.38/share,  a 20.5% premium to last close.  Separately, Wesfarmers has entered into an agreement with API's largest shareholder Washington H. Soul Pattinson and Co. Ltd (SOL AU) (WHSP), such that WHSP will vote its 19.3% interest in favour of Wesfarmers' proposal, in the absence of a superior Offer.
There was a whiff of opportunism present, and the API board agreed and concluded in an announcement on the 29 July that the proposal undervalued API, was not compelling, and was not in the best interest of shareholders. 
The New News
After bumping the Offer by 12.3% to A$1.55/share, Wesfarmers and API entered into a process deed yesterday. A fully franked dividend of A$0.05/share is permitted, which if paid will reduce the cash consideration.
WHSP remains supportive and will vote its 19.3% in favour of the revised proposal.
API has granted Wesfarmers exclusive due diligence until the 16 October. The deal is also subject to ACCC clearance.
This remains a non-binding Offer, and we have seen two Aussie deals break in the past fortnight, reinforcing the country's moniker as the non-binding graveyard.


More below the fold.


Aussie Pharma (API AU): Wesfarmer's Sweetened (Yet Indicative) Offer

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The takeovers of Aussie tech companies continue. 
On the 7 June, <a href="https://www.smartkarma.com/entities/altium-ltd" target="_blank" data-smartkarma-citation="entities:18626:1" rel="noopener">Altium Ltd (ALU AU)</a>, a global software company, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382370-2A1302312?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">confirmed and subsequently rejected</a> a non-binding proposal from <a href="https://www.smartkarma.com/entities/autodesk-inc" target="_blank" data-smartkarma-citation="entities:13211:1" rel="noopener">Autodesk Inc (ADSK US)</a> - discussed in <a href="https://skr.ma/we6mt" target="_blank" rel="noopener">Altium Ltd (ALU) Rebuffs Autodesk Offer</a>. This was followed on the same day by  <a href="https://www.smartkarma.com/entities/hansen-technologies-ltd" target="_blank" data-smartkarma-citation="entities:12633:1" rel="noopener">Hansen Technologies (HSN AU)</a>, a provider of software and services globally, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382235-3A568452?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announcing</a> Australian PE outfit BGH Capital had made a non-binding conditional proposal - see <a href="https://skr.ma/pAK5Y" target="_blank" rel="noopener">Hansen Technologies (HSN AU)'s Assured Deal With BGH</a>.
Now <a href="https://www.smartkarma.com/entities/rhipe-ltd" target="_blank" data-smartkarma-citation="entities:19128:1" rel="noopener">rhipe Ltd (RHP AU)</a>, a provider of cloud-based subscription software-as-a-service licenses,  has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02390415-3A569823?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> a non-binding indicative proposal from Norway's Crayon Group Holdings. 
The proposal is conditional on rhipe having a net cash position of A$31mn at the close of the Offer.
A final binding Offer is conditional on due diligence, the unanimous recommendation from rhipe's board, and no MACs.
rhipe has provided Crayon with limited confirmatory due diligence on a  non-exclusive basis.
The Offer price appears opportunistic and is currently trading through terms. 
 More below the fold. 
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The takeovers of Aussie tech companies continue. 
On the 7 June, Altium Ltd (ALU AU), a global software company, confirmed and subsequently rejected a non-binding proposal from Autodesk Inc (ADSK US) - discussed in Altium Ltd (ALU) Rebuffs Autodesk Offer. This was followed on the same day by  Hansen Technologies (HSN AU), a provider of software and services globally, announcing Australian PE outfit BGH Capital had made a non-binding conditional proposal - see Hansen Technologies (HSN AU)'s Assured Deal With BGH.
Now rhipe Ltd (RHP AU), a provider of cloud-based subscription software-as-a-service licenses,  has announced a non-binding indicative proposal from Norway's Crayon Group Holdings. 
The proposal is conditional on rhipe having a net cash position of A$31mn at the close of the Offer.
A final binding Offer is conditional on due diligence, the unanimous recommendation from rhipe's board, and no MACs.
rhipe has provided Crayon with limited confirmatory due diligence on a  non-exclusive basis.
The Offer price appears opportunistic and is currently trading through terms. 
 More below the fold. 





Rhipe (RHP AU): Crayon Sees Silver in Them Thar Clouds

Yesterday <a href="https://www.smartkarma.com/entities/hansen-technologies-ltd" target="_blank" data-smartkarma-citation="entities:12633:1" rel="noopener">Hansen Technologies (HSN AU)</a>, a provider of software and services globally, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382235-3A568452?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> Australian PE outfit BGH Capital had made a non-binding conditional proposal valuing the company at $1.3bn.
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The A$6.50/share cash offer by way of a Scheme, is a 25% premium to last close and a 33% premium to the one-month VWAP.
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Andrew Hansen, the company's MD and CEO, has agreed to vote his 17.5% stake in favour of a firm deal. Due diligence, which is expected to take around six weeks, has been granted on an exclusive basis.
Other directors, including David Osborn and Bruce Adam, also intend to unanimously recommend the proposal to shareholders - subject to Hansen and BGH entering into a binding Scheme Implementation Deed.
This looks done.
More below the fold.

Yesterday Hansen Technologies (HSN AU), a provider of software and services globally, announced Australian PE outfit BGH Capital had made a non-binding conditional proposal valuing the company at $1.3bn.

The A$6.50/share cash offer by way of a Scheme, is a 25% premium to last close and a 33% premium to the one-month VWAP.

Andrew Hansen, the company's MD and CEO, has agreed to vote his 17.5% stake in favour of a firm deal. Due diligence, which is expected to take around six weeks, has been granted on an exclusive basis.
Other directors, including David Osborn and Bruce Adam, also intend to unanimously recommend the proposal to shareholders - subject to Hansen and BGH entering into a binding Scheme Implementation Deed.
This looks done.
More below the fold.

Hansen Technologies (HSN AU)'s Assured Deal With BGH

A last-minute lump of coal in the stocking from accounting software and services provider <a href="https://www.smartkarma.com/entities/374" target="_blank" data-smartkarma-citation="entities:374:1">MYOB Group Ltd (MYO AU)</a>?
Kohlberg Kravis Roberts has reduced its indicative offer to $3.40 from $3.77 after sifting through MYOB's books, with MYOB <a href="https://www.asx.com.au/asxpdf/20181220/pdf/441ddj7t9p0n71.pdf" target="_blank">announcing</a>:
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Following completion of due diligence and finalisation of debt funding commitments, KKR has revised the offer price to $3.40 per share. ...  The board has informed KKR that it is not in a position to recommend the revised proposal, however it remains in discussions with KKR regarding its proposal. (my emphasis)
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KKR’s revised non-binding proposal is scheduled to expire at 5pm Friday, providing a day and change for MYOB to sound out shareholders as to the next move. Either the lower tilt is grudgingly accepted, or MYOB rejects and KKR walks away (for now), or goes hostile.
Either way, with MYOB's VWAP above the revised proposal on all but 6 days since the initial announcement on the 8 October and $3.47/share on average, there won't be a lot of Ho Ho Ho'ing.
Shares are down 11% as I type, implying 13% upside and 11% downside (using the ASX performance-adjusted price) or ~18% downside when pegged to peers. That's not an attractive risk/reward heading into year-end.

A last-minute lump of coal in the stocking from accounting software and services provider MYOB Group Ltd (MYO AU)?
Kohlberg Kravis Roberts has reduced its indicative offer to $3.40 from $3.77 after sifting through MYOB's books, with MYOB announcing:

Following completion of due diligence and finalisation of debt funding commitments, KKR has revised the offer price to $3.40 per share. ...  The board has informed KKR that it is not in a position to recommend the revised proposal, however it remains in discussions with KKR regarding its proposal. (my emphasis)

KKR’s revised non-binding proposal is scheduled to expire at 5pm Friday, providing a day and change for MYOB to sound out shareholders as to the next move. Either the lower tilt is grudgingly accepted, or MYOB rejects and KKR walks away (for now), or goes hostile.
Either way, with MYOB's VWAP above the revised proposal on all but 6 days since the initial announcement on the 8 October and $3.47/share on average, there won't be a lot of Ho Ho Ho'ing.
Shares are down 11% as I type, implying 13% upside and 11% downside (using the ASX performance-adjusted price) or ~18% downside when pegged to peers. That's not an attractive risk/reward heading into year-end.

Friday Deadline Looms As MYOB Snubs KKR's Reduced Offer

Travis Lundy

Accounting software and services provider (among other things) <a href="https://www.smartkarma.com/entities/374" target="_blank" data-smartkarma-citation="entities:374:1">MYOB Group Ltd (MYO AU)</a> this morning <a href="https://www.asx.com.au/asxpdf/20181008/pdf/43z1g80xkyyblr.pdf" target="_blank">announced</a> that largest shareholder Bain had sold a stake of approximately 17.6% of the shares in the company by Bain to KKR at A$3.15/share, which is a bit over a 5% premium from the October 5th close (the record date of the most recent dividend. Bain is left with 6.1% of the shares. KKR has 19.9%. 
MYOB also announced the receipt of an unsolicited conditional proposal (a "preliminary, non-binding indication of interest") at A$3.70/share (a 24% premium to the close) from KKR conditional of completion of confirmatory due diligence by KKR, debt financing, execution of a deed of implementation, standard exclusivity and conditions precedent terms.

Accounting software and services provider (among other things) MYOB Group Ltd (MYO AU) this morning announced that largest shareholder Bain had sold a stake of approximately 17.6% of the shares in the company by Bain to KKR at A$3.15/share, which is a bit over a 5% premium from the October 5th close (the record date of the most recent dividend. Bain is left with 6.1% of the shares. KKR has 19.9%. 
MYOB also announced the receipt of an unsolicited conditional proposal (a "preliminary, non-binding indication of interest") at A$3.70/share (a 24% premium to the close) from KKR conditional of completion of confirmatory due diligence by KKR, debt financing, execution of a deed of implementation, standard exclusivity and conditions precedent terms. 

Australia

Hansen Technologies Limited develops, supports and integrates billing systems software for the telecommunications and utilities sectors in Australia.  The Company also provides IT outsourcing services such as facilities management and develops software and services for workforce management.

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Hansen Technologies (HSN AU)

Aussie Pharma (API AU): Wesfarmer's Sweetened (Yet Indicative) Offer

Trading at a 5.8%/15.8% gross/annualised spread, assuming mid-Feb completion. But it's not a super liquid arb situation. Plus this remains a non...

David Blennerhassett

Rhipe (RHP AU): Crayon Sees Silver in Them Thar Clouds

The granting of DD indicates Rhipe is open to a firm offer, yet the non-exclusive nature of that DD suggests other suitors are welcome. I'd be...

David Blennerhassett