European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<p>On 30 July, Xavier Niel, co-founder and controlling shareholder of <a href="https://www.smartkarma.com/entities/iliad-sa" target="_blank" data-smartkarma-citation="entities:21486:1" rel="noopener">Iliad SA (ILD FP)</a> (70.63% of the share capital and 78.67% of the voting rights) launched a simplified public tender offer for the remaining iliad stake he does not own.</p>
<div>
<ul style="list-style-type: disc;">
<li>
<p>The offer price will be <strong>€182/share</strong>, a premium of 61.0% on the closing share price on the prior trading session, c. 50% premium to the 1-month VWAP and 52.7% to the 3-month VWAP.</p>
</li>
<li>
<p>This offer for the remaining 29.37% signals Niel's belief that iliad is undervalued, as per the typical “From now on, a new phase of development for Iliad will require quicker transformations and significant investments that will be easier to carry out as a private company,” Niel said in a statement. “Our ambition for Iliad is to accelerate to become a leader in telecommunications in Europe.”</p>
</li>
<li>
<p>Niel had previously boosted its stake in 2019 by buying at €120/share as the stock stagnated at nearly half its all-time highs.</p>
</li>
<li>
<p>It is a similar move to that carried out by Patrick Drahi, when he took private Altice Europe (see <a href="https://www.smartkarma.com/insights/altice-next-private-takeover-announcement" target="_blank" data-smartkarma-citation="insights:43240" rel="noopener">Altice - Next Private Takeover Announcement</a> and <a href="https://www.smartkarma.com/insights/altice-next-private-trading-above-terms" target="_blank" data-smartkarma-citation="insights:45873" rel="noopener">Altice - Next Private: Trading Above Terms</a>), because of low valuations of European telecoms. Private equity has been circling <a href="https://www.smartkarma.com/entities/koninklijke-kpn-nv" target="_blank" data-smartkarma-citation="entities:21122:1" rel="noopener">Koninklijke KPN (KPN NA)</a> and KKR (in a consortium) has taken over <a href="https://www.smartkarma.com/entities/masmovil-ibercom-sa" target="_blank" data-smartkarma-citation="entities:29013:1" rel="noopener">Masmovil Ibercom SA (MAS SM)</a> and indirectly it is acquiring <a href="https://www.smartkarma.com/entities/euskaltel-sa" target="_blank" data-smartkarma-citation="entities:21263:1" rel="noopener">Euskaltel SA (EKT SM)</a>.</p>
</li>
<li>Niel has bridge financing which should be comfortably refinanced with high-yield debt. He will be receiving c. €178 mn in dividends from FY2021e.</li>
</ul>
<div>
<p>Since November 2020, iliad's shares have lost nearly a third of their value, both on investor concerns about investments in Italy and price wars in France. European telecoms will also need to carry out significant capex for the 5G deployment and upgrade networks to high-speed fibre.</p>
<p>This is essentially an <strong>opportunistic bid</strong>, as Xavier Niel thinks the market is undervaluing his company, coupled with the planned Capex investments. This is not too disimilar to the <a href="https://www.smartkarma.com/entities/kaz-minerals-plc" target="_blank" data-smartkarma-citation="entities:21999:1" rel="noopener">KAZ Minerals (KAZ LN)</a> takeout offer.</p>
</div>
<div>
<p>iliad has growth ambitions in Poland  to become a convergent player and on 30 July submitted an indicative bid to fully acquire <span title="" data-toggle="tooltip" data-offset="10%" data-trigger="manual" data-html="true" data-container="body" data-template='&lt;div class="tooltip" role="tooltip"&gt;&lt;div class="news-article-tooltip-arrow tooltip-arrow"&gt;&lt;/div&gt;&lt;div class="tooltip-inner"&gt;&lt;/div&gt;&lt;/div&gt;' data-original-title="">Liberty-Global</span>-owned <span title="" data-toggle="tooltip" data-offset="10%" data-trigger="manual" data-html="true" data-container="body" data-template='&lt;div class="tooltip" role="tooltip"&gt;&lt;div class="news-article-tooltip-arrow tooltip-arrow"&gt;&lt;/div&gt;&lt;div class="tooltip-inner"&gt;&lt;/div&gt;&lt;/div&gt;' data-original-title="">UPC Poland</span>. The indicative bid values the Polish operator at 7.3 billion Polish zlotys. iliad said the valuation is based on EBITDA of 782 million zlotys this year for UPC Poland. iliad is debating whether to acquire a broadband operator in the Polish market, or establishing its own broadband company to deploy optic fiber technology in Poland. This follows on the September 2020 acquisition of <a href="https://www.smartkarma.com/entities/play-communications-sa" target="_blank" data-smartkarma-citation="entities:29661:1" rel="noopener">Play Communications SA (1P1 GR)</a> for €3.5 billion (<a href="https://www.smartkarma.com/insights/play-communications-iliad-offer-announcement" target="_blank" data-smartkarma-citation="insights:43457" rel="noopener">Play Communications - Iliad: Offer Announcement</a>).</p>
<p>The takeout and delisting of iliad represents an opportunity for Xavier Niel. The 5G capex schedule   and fiber broadband upgrades will require heavy investments that are discouraging investors from increasing positions in reportedly cheap European telcos. At the same time, it has been the large American tech companies that have reaped the benefits of the higher internet traffic.</p>
<p>The offer represents c. 4.9% CF yield and the shares are trading at c. 6.5x on 2021E EV/EBITDAaL. Although the offer is interesting, and will likely receive majority of acceptances, my estimate of fair value (DCF based) is <strong>€190.7/share</strong>, which represents a 4.7% upside to the offer price. Market seems to await a sweetened bid. On this basis, and considering the risk/reward, my recommendation is <strong>Long ILD FP</strong>.</p>
<p>iliad's shares closed, on 30 July, 61% higher at €182.05, just above the offer price, giving it a market cap of c. €10.85b n.</p>
</div>
<div></div>
</div>

On 30 July, Xavier Niel, co-founder and controlling shareholder of Iliad SA (ILD FP) (70.63% of the share capital and 78.67% of the voting rights) launched a simplified public tender offer for the remaining iliad stake he does not own.



The offer price will be €182/share, a premium of 61.0% on the closing share price on the prior trading session, c. 50% premium to the 1-month VWAP and 52.7% to the 3-month VWAP.


This offer for the remaining 29.37% signals Niel's belief that iliad is undervalued, as per the typical “From now on, a new phase of development for Iliad will require quicker transformations and significant investments that will be easier to carry out as a private company,” Niel said in a statement. “Our ambition for Iliad is to accelerate to become a leader in telecommunications in Europe.”


Niel had previously boosted its stake in 2019 by buying at €120/share as the stock stagnated at nearly half its all-time highs.


It is a similar move to that carried out by Patrick Drahi, when he took private Altice Europe (see Altice - Next Private Takeover Announcement and Altice - Next Private: Trading Above Terms), because of low valuations of European telecoms. Private equity has been circling Koninklijke KPN (KPN NA) and KKR (in a consortium) has taken over Masmovil Ibercom SA (MAS SM) and indirectly it is acquiring Euskaltel SA (EKT SM).

Niel has bridge financing which should be comfortably refinanced with high-yield debt. He will be receiving c. €178 mn in dividends from FY2021e.


Since November 2020, iliad's shares have lost nearly a third of their value, both on investor concerns about investments in Italy and price wars in France. European telecoms will also need to carry out significant capex for the 5G deployment and upgrade networks to high-speed fibre.
This is essentially an opportunistic bid, as Xavier Niel thinks the market is undervaluing his company, coupled with the planned Capex investments. This is not too disimilar to the KAZ Minerals (KAZ LN) takeout offer.


iliad has growth ambitions in Poland  to become a convergent player and on 30 July submitted an indicative bid to fully acquire Liberty-Global-owned UPC Poland. The indicative bid values the Polish operator at 7.3 billion Polish zlotys. iliad said the valuation is based on EBITDA of 782 million zlotys this year for UPC Poland. iliad is debating whether to acquire a broadband operator in the Polish market, or establishing its own broadband company to deploy optic fiber technology in Poland. This follows on the September 2020 acquisition of Play Communications SA (1P1 GR) for €3.5 billion (Play Communications - Iliad: Offer Announcement).
The takeout and delisting of iliad represents an opportunity for Xavier Niel. The 5G capex schedule   and fiber broadband upgrades will require heavy investments that are discouraging investors from increasing positions in reportedly cheap European telcos. At the same time, it has been the large American tech companies that have reaped the benefits of the higher internet traffic.
The offer represents c. 4.9% CF yield and the shares are trading at c. 6.5x on 2021E EV/EBITDAaL. Although the offer is interesting, and will likely receive majority of acceptances, my estimate of fair value (DCF based) is €190.7/share, which represents a 4.7% upside to the offer price. Market seems to await a sweetened bid. On this basis, and considering the risk/reward, my recommendation is Long ILD FP.
iliad's shares closed, on 30 July, 61% higher at €182.05, just above the offer price, giving it a market cap of c. €10.85b n.




Xavier Niel/Iliad: An Offer Shareholders Can't Refuse?

<p><a href="https://www.smartkarma.com/entities/cellnex-telecom-sau" target="_blank" data-smartkarma-citation="entities:21258:1" rel="noopener">Cellnex Telecom Sau (CLNX SM)</a> has closed a transformational operation, valued at around €10 bn, which has allowed it to reach over 103,000 telecommunications towers (vs. the prior 73,000) and strengthen its leadership position in Europe. The company has met its expansion objectives, even earlier than planned (December 2021). A capital increase has not been necessary, although it has run out of ammunition for future acquisitions.</p>
<p>It is difficult to overstate the importance of the purchase. It represents an earthquake in the European market for telecommunications towers, which now has a colossus, far away from any other potential European player.</p>
<ul class="">
<li>Since its IPO in 2015, Cellnex has invested c. €26 bn in acquisitions.</li>
<li>After the pact, Cellnex's footprint extends to twelve countries. Spain (where Cellnex is based), with its 11,000 towers, is now only the fifth market in number of towers (and represents only 10% of the total footprint) behind Italy (24,500) , United Kingdom (14,700), France (13,700) and Poland (11,900).</li>
<li>This operation is unique due to its size and transformative nature: it involves raising the number of towers by 41%, revenue by 46% and backlog by up to 63%, long-term insured revenue.</li>
</ul>
<p>A capital increase was not strictly necessary to purchase the Hutchison Towers. The company had cash available of more than €8 bn. However, the <strong>net debt/EBITDA approaches 6x</strong> and therefore Cellnex runs out of ammunition for future acquisitions. I do not rule out that Cellnex pays future purchases with its own shares.</p>
<p>Taking an average of DCF valuation and multiples, my <strong>TP is €64.36</strong> per share, which implies an upside of 20% to the last closing price. Therefore my recommendation is <strong>LONG Cellnex</strong>.</p>
<ul>
<li>The dividend yield is low because Cellnex is in an accelerated expansionary phase. However, the generation of recurring cash implies a profitability of more than 5% as of 2022e.</li>
</ul>

Cellnex Telecom Sau (CLNX SM) has closed a transformational operation, valued at around €10 bn, which has allowed it to reach over 103,000 telecommunications towers (vs. the prior 73,000) and strengthen its leadership position in Europe. The company has met its expansion objectives, even earlier than planned (December 2021). A capital increase has not been necessary, although it has run out of ammunition for future acquisitions.
It is difficult to overstate the importance of the purchase. It represents an earthquake in the European market for telecommunications towers, which now has a colossus, far away from any other potential European player.

Since its IPO in 2015, Cellnex has invested c. €26 bn in acquisitions.
After the pact, Cellnex's footprint extends to twelve countries. Spain (where Cellnex is based), with its 11,000 towers, is now only the fifth market in number of towers (and represents only 10% of the total footprint) behind Italy (24,500) , United Kingdom (14,700), France (13,700) and Poland (11,900).
This operation is unique due to its size and transformative nature: it involves raising the number of towers by 41%, revenue by 46% and backlog by up to 63%, long-term insured revenue.

A capital increase was not strictly necessary to purchase the Hutchison Towers. The company had cash available of more than €8 bn. However, the net debt/EBITDA approaches 6x and therefore Cellnex runs out of ammunition for future acquisitions. I do not rule out that Cellnex pays future purchases with its own shares.
Taking an average of DCF valuation and multiples, my TP is €64.36 per share, which implies an upside of 20% to the last closing price. Therefore my recommendation is LONG Cellnex.

The dividend yield is low because Cellnex is in an accelerated expansionary phase. However, the generation of recurring cash implies a profitability of more than 5% as of 2022e.


<p><a href="https://www.smartkarma.com/entities/iliad-sa" target="_blank" data-smartkarma-citation="entities:21486:1" rel="noopener">Iliad SA (ILD FP)</a><a href="https://www.iliad.fr/presse/2020/CP_210920_Eng.pdf" target="_blank" rel="noopener">has announced</a> the acquisition of a 40% shareholding in Polish telecom operator <a href="https://www.smartkarma.com/entities/play-communications-sa" target="_blank" data-smartkarma-citation="entities:29661:1" rel="noopener">Play Communications SA (1P1 GR)</a> and its intention to acquire the remaining 60% via a tender offer. This implies a premium of 38.8% on the last trading session prior to announcement, 7.2x EV/LTM EBITDA and <strong>6.4x EV/NTM EBITDA</strong>, which seems fair, in my view. The offer has unanimous support from both iliad and Play’s boards.</p>
<ul>
<li>Play's share price has increased by 36.7% vs. prior closing, while Iliad's share price has lost 3%.</li>
</ul>
<p>This deal fits with the expansion of iliad across Europe, following acquisitions in Ireland and Italy.</p>
<p>The transaction will be cash and debt funded. iliad’s leverage ratio would increase from 2.2x at end-June 2020 to 3.2.x on a pro forma basis, but iliad intends to gradually deleverage following the acquisition.</p>
<ul>
<li>iliad has c. EUR1.57 bn in undrawn lines and EUR 1 bn in cash and equivalents.</li>
</ul>
<div>
<div>
<div>
<p>Iliad management highlighted the following <strong>deal rationale</strong>:</p>
<ul>
<li>opportunity to enter one of the largest European markets at fair value;</li>
<li>international diversification;</li>
<li>value creation: opportunity to leverage Iliad’s expertise to transform Play into a full fledged operator (thus profiting from the expected growth of the fixed Polish market (~50% penetration) and operational optimisation;</li>
<li>allows conservative leverage and +79% EPS accretion since 2021.</li>
</ul>
</div>
</div>
</div>
<p>The <strong>gross spread on the deal is 1.5%</strong>, while not terribly exciting, the estimated settlement is just nine weeks ahead. The recommendation is <strong>long Play</strong>.</p>
<p>Some savvy investors and telco operators are taking advantage of the share price weakness of the European telecom sector: <a href="https://www.smartkarma.com/entities/masmovil-ibercom-sa" target="_blank" data-smartkarma-citation="entities:29013:1" rel="noopener">Masmovil Ibercom (MAS SM)</a> , <a href="https://www.smartkarma.com/entities/altice-europe-nv" target="_blank" data-smartkarma-citation="entities:1060:1" rel="noopener">Altice NV A (ATC NA)</a> and now Play are the recently announced deals. Play’s rivals Orange Polska SA and Cyfrowy Polsat SA gained 3.2% and 1.5% respectively on today's trading.</p>

Iliad SA (ILD FP)has announced the acquisition of a 40% shareholding in Polish telecom operator Play Communications SA (1P1 GR) and its intention to acquire the remaining 60% via a tender offer. This implies a premium of 38.8% on the last trading session prior to announcement, 7.2x EV/LTM EBITDA and 6.4x EV/NTM EBITDA, which seems fair, in my view. The offer has unanimous support from both iliad and Play’s boards.

Play's share price has increased by 36.7% vs. prior closing, while Iliad's share price has lost 3%.

This deal fits with the expansion of iliad across Europe, following acquisitions in Ireland and Italy.
The transaction will be cash and debt funded. iliad’s leverage ratio would increase from 2.2x at end-June 2020 to 3.2.x on a pro forma basis, but iliad intends to gradually deleverage following the acquisition.

iliad has c. EUR1.57 bn in undrawn lines and EUR 1 bn in cash and equivalents.




Iliad management highlighted the following deal rationale:

opportunity to enter one of the largest European markets at fair value;
international diversification;
value creation: opportunity to leverage Iliad’s expertise to transform Play into a full fledged operator (thus profiting from the expected growth of the fixed Polish market (~50% penetration) and operational optimisation;
allows conservative leverage and +79% EPS accretion since 2021.




The gross spread on the deal is 1.5%, while not terribly exciting, the estimated settlement is just nine weeks ahead. The recommendation is long Play.
Some savvy investors and telco operators are taking advantage of the share price weakness of the European telecom sector: Masmovil Ibercom (MAS SM) , Altice NV A (ATC NA) and now Play are the recently announced deals. Play’s rivals Orange Polska SA and Cyfrowy Polsat SA gained 3.2% and 1.5% respectively on today's trading.

Play Communications - Iliad: Offer Announcement

Global Senior Analyst, Fundamental Equity Research

Emile Farsoun

Equity Bottom-Up

<p><a href="https://www.smartkarma.com/entities/ck-hutchison-holdings-ltd" target="_blank" data-smartkarma-citation="entities:132:1" rel="noopener">CK Hutchison Holdings (1 HK)</a> has underperformed the HSI index by roughly 10% year-to-date. This is mainly due to the cloudy outlook, stemming from weakening economies in Hong Kong, US-China trade war impact, and a hard Brexit.</p>
<p>CH Hutchinson is a Hong Kong based conglomerate, the flagship holding company of Li Ka-Shing, whose family owns 30.15%. The Company operates its business through five segments: the Retail segment, the Telecommunications segment, the Infrastructure segment, the Ports and Related Services segment, and the Husky Energy segment.</p>
<p>Currently, the stock is trading at a 40% discount to NAV, which discounts a worst case scenario, and sets up the stock for outperformance for long term investors, as most of the concerns turn out less than feared. The stock has a 4.35% dividend yield, providing decent income for patient investors. The implied valuation is attractive with an 8.5% FCF yield, forward P/E of 6.7x, and forward EV/EBITDA of 9.9x.</p>
<p>The current valuation offers an attractive entry point for the stock, given the mid single digit earnings growth, driven by stabilization for the Italian Telecom operation, along with the robust growth for the Retail and Energy businesses.</p>

CK Hutchison Holdings (1 HK) has underperformed the HSI index by roughly 10% year-to-date. This is mainly due to the cloudy outlook, stemming from weakening economies in Hong Kong, US-China trade war impact, and a hard Brexit.
CH Hutchinson is a Hong Kong based conglomerate, the flagship holding company of Li Ka-Shing, whose family owns 30.15%. The Company operates its business through five segments: the Retail segment, the Telecommunications segment, the Infrastructure segment, the Ports and Related Services segment, and the Husky Energy segment.
Currently, the stock is trading at a 40% discount to NAV, which discounts a worst case scenario, and sets up the stock for outperformance for long term investors, as most of the concerns turn out less than feared. The stock has a 4.35% dividend yield, providing decent income for patient investors. The implied valuation is attractive with an 8.5% FCF yield, forward P/E of 6.7x, and forward EV/EBITDA of 9.9x.
The current valuation offers an attractive entry point for the stock, given the mid single digit earnings growth, driven by stabilization for the Italian Telecom operation, along with the robust growth for the Retail and Energy businesses.

CK Hutchison (1HK): Cloudy Outlook, yet Valuation Underpinned by Strong Free Cash Flow

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>On 30 August 2018, <a href="https://www.smartkarma.com/entities/323" target="_blank" data-smartkarma-citation="entities:323:1">TPG Telecom Ltd (TPM AU)</a> announced the recommended merger of equals with Vodafone Hutchison Australia (VHA). The consensus view was that the Australian Competition and Consumer Commission (ACCC) would approve the merger before the release of ACCC’s statement of issues. However, recent events suggest that regulatory approval from the ACCC is far from a sure thing.</p><div class="content-highlight"><p>We believe that TPG’s current share price provides limited upside should the ACCC approve the merger. On the other hand, there is material downside risk should the ACCC block the merger. Consequently, the risk-reward is skewed towards the downside.</p></div>

On 30 August 2018, TPG Telecom Ltd (TPM AU) announced the recommended merger of equals with Vodafone Hutchison Australia (VHA). The consensus view was that the Australian Competition and Consumer Commission (ACCC) would approve the merger before the release of ACCC’s statement of issues. However, recent events suggest that regulatory approval from the ACCC is far from a sure thing.We believe that TPG’s current share price provides limited upside should the ACCC approve the merger. On the other hand, there is material downside risk should the ACCC block the merger. Consequently, the risk-reward is skewed towards the downside.

TPG Telecom/VHA Merger: Risk-Reward Is Skewed Towards the Downside

France

Iliad S.A. provides a wide range of telecommunications services which include national telecommunication and dial-up, and high speed DSL and TV Internet access.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Iliad SA (ILD FP)

Xavier Niel/Iliad: An Offer Shareholders Can't Refuse?

Although the offer will likely receive majority of acceptances, my TP is €190.7, a 4.7% upside to the offer. Market awaits a sweetened bid....

Jesus Rodriguez Aguilar

Cellnex's Transformational Acquisition

The purchase represents an earthquake in European telco towers. An average of DCF and multiples gives a TP of €64.36 per share, which implies an...

Jesus Rodriguez Aguilar

Play Communications - Iliad: Offer Announcement

Some savvy investors and tel

Jesus Rodriguez Aguilar

CK Hutchison (1HK): Cloudy Outlook, yet Valuation Underpinned by Strong Free Cash Flow

CK Hutchison Holdings (1 HK) has underperformed the HSI index by roughly 10% year-to-date. This is mainly due to the cloudy outlook, stemming from...

Emile Farsoun

TPG Telecom/VHA Merger: Risk-Reward Is Skewed Towards the Downside

On 30 August 2018, TPG Telecom Ltd (TPM AU) announced the recommended merger of equals with Vodafone Hutchison Australia (VHA). The consensus view...

Arun George

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)