IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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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.

Event-Driven

Hollysys Automation Technologies / Event-Driven

Hollysys Automation Technologies (HOLI US)

<ul>
<li>Dazheng (without Recco) has returned with <a href="https://www.businesswire.com/news/home/20231224144642/en/Buyer-Consortium-Led-by-Dazheng-Group-Announces-Enhanced-All-Cash-Proposal-of-US29.00-Per-Share-to-Acquire-Hollysys" target="_blank" rel="noopener">a revised US$29.00 offer</a> for <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a>, 9.4% higher than Ascendent Capital’s US$26.50 binding offer.</li>
<li>While Dazheng’s proposal represents an all-time high, it would likely not be a superior proposal based on the Ascendent merger agreement due to the clauses on financing and due diligence.</li>
<li>Nevertheless, to avoid the high risk that shareholders vote down the Ascendent offer and/or there are substantial dissenting shareholders, the Board will likely ask Ascendent to match Dazheng's offer.  </li>
</ul>


Dazheng (without Recco) has returned with a revised US$29.00 offer for Hollysys Automation Technologies (HOLI US), 9.4% higher than Ascendent Capital’s US$26.50 binding offer.
While Dazheng’s proposal represents an all-time high, it would likely not be a superior proposal based on the Ascendent merger agreement due to the clauses on financing and due diligence.
Nevertheless, to avoid the high risk that shareholders vote down the Ascendent offer and/or there are substantial dissenting shareholders, the Board will likely ask Ascendent to match Dazheng's offer.  


Hollysys (HOLI US): Dazheng Ups the Ante with a US$29.00 Competing Offer

<ul>
<li>Bloomberg reports that the Recco consortium is considering “<em>a significantly higher</em>” <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a> offer than Ascendent’s US$26.50 binding offer.</li>
<li>The Hollysys 6-K filling outlines the closing conditions - a simple majority YES vote, regulatory approvals, minimum net cash (waivable) and a 10% maximum dissent condition (waivable).  </li>
<li>Recco is a committed suitor and will not easily give up. The merger agreement clauses point to a Recco offer floor of US$27.03 and a ceiling of US$30.48.</li>
</ul>


Bloomberg reports that the Recco consortium is considering “a significantly higher” Hollysys Automation Technologies (HOLI US) offer than Ascendent’s US$26.50 binding offer.
The Hollysys 6-K filling outlines the closing conditions - a simple majority YES vote, regulatory approvals, minimum net cash (waivable) and a 10% maximum dissent condition (waivable).  
Recco is a committed suitor and will not easily give up. The merger agreement clauses point to a Recco offer floor of US$27.03 and a ceiling of US$30.48.


Hollysys (HOLI US): Merger Agreement Leaves the Door Ajar for a Higher Recco Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a> has agreed to be acquired by Ascendent Capital, the largest shareholder, for US$26.50, a 16.7% premium to the last close.   </li>
<li>The Board's claims of realising the highest shareholder value are not credible. The Board fails to explain why Ascendent’s offer is superior to Recco’s, although both have the same value.</li>
<li>Deal fatigue (the process first started in December 2020) and the 42% premium to the undisturbed price suggests meeting the simple majority threshold for a statutory merger is achievable.</li>
</ul>



Hollysys Automation Technologies (HOLI US) has agreed to be acquired by Ascendent Capital, the largest shareholder, for US$26.50, a 16.7% premium to the last close.   
The Board's claims of realising the highest shareholder value are not credible. The Board fails to explain why Ascendent’s offer is superior to Recco’s, although both have the same value.
Deal fatigue (the process first started in December 2020) and the 42% premium to the undisturbed price suggests meeting the simple majority threshold for a statutory merger is achievable.


Hollysys (HOLI US): Questionable Process Results in Ascendent’s Winning US$26.50 Bid

<ul>
<li>The <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a> Board has finally succumbed to shareholder pressure by targeting a special meeting of shareholders in the week commencing 22 January 2024.</li>
<li>The special meeting is a side event as the Board targets a binding proposal by mid-December, with some bidders proceeding to the confirmatory due diligence stage.</li>
<li>The BVI takeover structure and Hollysys’ undemanding valuation facilitate a competitive bidding process. A 10% uplift to the current highest offer (Recco’s US$26.50 offer) is possible.</li>
</ul>


The Hollysys Automation Technologies (HOLI US) Board has finally succumbed to shareholder pressure by targeting a special meeting of shareholders in the week commencing 22 January 2024.
The special meeting is a side event as the Board targets a binding proposal by mid-December, with some bidders proceeding to the confirmatory due diligence stage.
The BVI takeover structure and Hollysys’ undemanding valuation facilitate a competitive bidding process. A 10% uplift to the current highest offer (Recco’s US$26.50 offer) is possible.


Hollysys (HOLI US): Progress as a Binding Proposal Targeted for Mid-December

<ul>
<li>Ascendent Capital has made a <a href="https://app.quotemedia.com/data/downloadFiling?webmasterId=101533&amp;ref=317844343&amp;type=PDF&amp;symbol=HOLI&amp;cdn=eb09d796c5e38b2cb3fcc4b11a699c1a&amp;companyName=Hollysys+Automation+Technologies+Ltd.&amp;formType=SC+13D&amp;dateFiled=2023-11-06" target="_blank" rel="noopener">non-binding proposal</a> for <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a> at US$26.00 per share, a 4.0% premium to the MBO and Recco proposal of US$25.00 per share. </li>
<li>Ascendent has also become the largest shareholder by securing 13.69% of outstanding shares at an average price of A$20.84 per share. Ascendant is supportive of the special meeting request.</li>
<li>The Board has tried several delaying tactics, but the emergence of Ascendant ramps up the pressure on the Board to conduct a transparent sale process and address shareholder concerns. </li>
</ul>


Ascendent Capital has made a non-binding proposal for Hollysys Automation Technologies (HOLI US) at US$26.00 per share, a 4.0% premium to the MBO and Recco proposal of US$25.00 per share. 
Ascendent has also become the largest shareholder by securing 13.69% of outstanding shares at an average price of A$20.84 per share. Ascendant is supportive of the special meeting request.
The Board has tried several delaying tactics, but the emergence of Ascendant ramps up the pressure on the Board to conduct a transparent sale process and address shareholder concerns. 


Hollysys (HOLI US): Ascendent Capital Joins the Fray

United States

Honeywell International Inc. is a worldwide diversified technology and manufacturing company providing aerospace products and services, control, sensing and security technologies, turbochargers, automotive products, specialty chemicals, electronic and advanced materials, process technology for refining and petrochemicals, and energy efficient products and solutions.

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Honeywell International (HON US)

Hollysys (HOLI US): Dazheng Ups the Ante with a US$29.00 Competing Offer

While higher, the Board has the basis not to deem Dazheng’s proposal superior. However, due to the risk that shareholders vote down its offer,...

Arun George

Hollysys (HOLI US): Merger Agreement Leaves the Door Ajar for a Higher Recco Offer

Bloomberg reports that the Recco consortium is considering “a significantly higher” offer. The merger agreement clauses point to a Recco offer...

Arun George

Hollysys (HOLI US): Questionable Process Results in Ascendent’s Winning US$26.50 Bid

Despite a dubious sales process, deal fatigue and the 42% premium to the undisturbed price should help get the vote up. At the last close, the...

Arun George

Hollysys (HOLI US): Progress as a Binding Proposal Targeted for Mid-December

An SEC filing on Friday disclosed that Ascendent Capital (13.7% shareholder) entered a confidentiality agreement with Hollysys, which includes a...

Arun George

Hollysys (HOLI US): Ascendent Capital Joins the Fray

The Recco consortium has bumped its non-binding offer to US$26.50 per share, 1.9% higher than Ascendent’s offer. Recco notes that “shareholders...

Arun George

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