Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Total Access Communication / Event-Driven

<ul>
<li>"The conditions precedent to the VTO have not been satisfied within one year from 22 November 2021 ... the parties have declined to carry out the VTO."</li>
<li>This statement was lifted from Telenor's (the major shareholder of <a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">Total Access Communication (DTAC TB)</a>) brief announcement. Telenor/CP Group aim to complete the transaction within the first quarter of 2023</li>
<li>This appears a cop-out on behalf of both Tender Offerors (Telenor &amp; CP Group), who probably could have pushed for an extension.  And why weren't the scrip terms addressed?</li>
</ul>


"The conditions precedent to the VTO have not been satisfied within one year from 22 November 2021 ... the parties have declined to carry out the VTO."
This statement was lifted from Telenor's (the major shareholder of Total Access Communication (DTAC TB)) brief announcement. Telenor/CP Group aim to complete the transaction within the first quarter of 2023
This appears a cop-out on behalf of both Tender Offerors (Telenor &amp; CP Group), who probably could have pushed for an extension.  And why weren't the scrip terms addressed?


Disaster As VTOs Cancelled Under DTAC/True Merger

<ul>
<li>In April 2021, <a href="https://www.smartkarma.com/entities/gulf-energy-development-public-company-limited" target="_blank" data-smartkarma-citation="entities:26038:1" rel="noopener">Gulf Energy (GULF TB)</a>'s surprising VTO for <a href="https://www.smartkarma.com/entities/intouch-holdings-pcl" target="_blank" data-smartkarma-citation="entities:17638:1" rel="noopener">Intouch (INTUCH TB)</a> was conditional, inter alia, on a waiver NOT to make a downstream offer for <a href="https://www.smartkarma.com/entities/thaicom-pcl" target="_blank" data-smartkarma-citation="entities:18019:1" rel="noopener">Thaicom (THCOM TB)</a>.</li>
<li>Now Gulf has announced an intention to acquire Intouch's 41.13% stake in Thaicom for Bt 9.92/share, a 19.3% discount last close, the completion of which triggers an MTO.</li>
<li>The acquisition of shares from Intouch requires approval from Intouch shareholders. Gulf, with 46.44% of shares out, is required to abstain. </li>
</ul>


In April 2021, Gulf Energy (GULF TB)'s surprising VTO for Intouch (INTUCH TB) was conditional, inter alia, on a waiver NOT to make a downstream offer for Thaicom (THCOM TB).
Now Gulf has announced an intention to acquire Intouch's 41.13% stake in Thaicom for Bt 9.92/share, a 19.3% discount last close, the completion of which triggers an MTO.
The acquisition of shares from Intouch requires approval from Intouch shareholders. Gulf, with 46.44% of shares out, is required to abstain. 


Singtel Holds The Key To Gulf Energy's Takeunder For Thaicom

<ul>
<li>Nearly eleven months after <a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">Total Access Communication (DTAC TB)</a> and <a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True Corp Pcl (TRUE TB)</a> first announced a merger, the NBTC, the Thai telecommunication regulator, has given the go-ahead.  </li>
<li>This long-winded regulatory process hinged on whether the NBTC actually had the legal clout to halt the merger, which would create a duopoly with <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl" target="_blank" data-smartkarma-citation="entities:947:1" rel="noopener">Advanced Info Service (ADVANC TB)</a> </li>
<li>The transaction process should accelerate from here with an expected listing of the new entity by year-end. </li>
</ul>


Nearly eleven months after Total Access Communication (DTAC TB) and True Corp Pcl (TRUE TB) first announced a merger, the NBTC, the Thai telecommunication regulator, has given the go-ahead.  
This long-winded regulatory process hinged on whether the NBTC actually had the legal clout to halt the merger, which would create a duopoly with Advanced Info Service (ADVANC TB) 
The transaction process should accelerate from here with an expected listing of the new entity by year-end. 


DTAC/True: NBTC Green Lights Mobile Duopoly. With Caveats

<ul>
<li>With near-on nine-month having lapsed since <a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True Corp Pcl (TRUE TB)</a> and <a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">Total Access Communication (DTAC TB)</a> submitted an amalgamation report, the NBTC may conclude/clarify a sweeping resolution today.</li>
<li>That resolution, prompted by DTAC and True, is expected to establish the NBTC has no authority to consider approving or rejecting the merger, although remedial measures may be enforced.</li>
<li>Further rumours abound as I type that the NBTC decision may be delayed another week. </li>
</ul>


With near-on nine-month having lapsed since True Corp Pcl (TRUE TB) and Total Access Communication (DTAC TB) submitted an amalgamation report, the NBTC may conclude/clarify a sweeping resolution today.
That resolution, prompted by DTAC and True, is expected to establish the NBTC has no authority to consider approving or rejecting the merger, although remedial measures may be enforced.
Further rumours abound as I type that the NBTC decision may be delayed another week. 


<ul>
<li>
<a href="https://www.smartkarma.com/entities/jasmine-international-pcl" target="_blank" data-smartkarma-citation="entities:949:1" rel="noopener">Jasmine International PCL (JAS TB)</a>'s shareholders approved <a href="https://www.smartkarma.com/entities/advanced-info-service-pcl-ca1a971f-2f70-4565-b1fd-dda5b533acd3" target="_blank" data-smartkarma-citation="entities:27653:1" rel="noopener">Advanced Info Service (ADVANC TB)</a> acquiring its subsidiary Triple T Broadband, and to buy 19% of <a href="https://www.smartkarma.com/entities/jasmine-broadband-internet-infrastructure-fund" target="_blank" data-smartkarma-citation="entities:86:1" rel="noopener">Jasmine Broadband (JASIF TB)</a>.</li>
<li>The deal, involving a total outlay of Bt32.4bn, remains subject to approval from JASIF unitholders and NBTC. AIS' current market cap is Bt574bn.</li>
<li>Separately, the <a href="https://www.smartkarma.com/entities/total-access-communication" target="_blank" data-smartkarma-citation="entities:948:1" rel="noopener">DTAC</a> / <a href="https://www.smartkarma.com/entities/true-corp-pcl" target="_blank" data-smartkarma-citation="entities:8:1" rel="noopener">True</a> merger looks set to become a reality as it, ironically, does not require NBTC approval. A merger would create a duopoly and ultimately benefit AIS.</li>
</ul>



Jasmine International PCL (JAS TB)'s shareholders approved Advanced Info Service (ADVANC TB) acquiring its subsidiary Triple T Broadband, and to buy 19% of Jasmine Broadband (JASIF TB).
The deal, involving a total outlay of Bt32.4bn, remains subject to approval from JASIF unitholders and NBTC. AIS' current market cap is Bt574bn.
Separately, the DTAC / True merger looks set to become a reality as it, ironically, does not require NBTC approval. A merger would create a duopoly and ultimately benefit AIS.


Intouch: AIS' Expanding Broadband And Expected Mobile Duopoly

Thailand

Intouch Holdings is a Thai investment holding company that focuses on the telecommunications, media, and technology (TMT) sectors, including digital businesses. It generates revenue primarily through dividends and share of profits from its major stakes in subsidiaries such as Advanced Info Service (AIS), Thailand's largest mobile operator, and Thaicom, Thailand's satellite operator. The company is headquartered in Bangkok, Thailand, and was founded in 1983.

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Intouch Holdings (INTUCH-R TB)

Disaster As VTOs Cancelled Under DTAC/True Merger

This appears a cop-out on behalf of both Tender Offerors (Telenor & CP Group), who probably could have pushed for an extension. And why weren't...

David Blennerhassett

Singtel Holds The Key To Gulf Energy's Takeunder For Thaicom

This is a low-balled Offer from Gulf, Singtel can scupper the transaction. But would they want to be immersed in the politics overseeing the...

David Blennerhassett

DTAC/True: NBTC Green Lights Mobile Duopoly. With Caveats

Nearly eleven months after Total Access Communication (DTAC TB) and True Corp Pcl (TRUE TB) first announced a merger, the NBTC, the Thai...

David Blennerhassett

True/DTAC: NBTC's Last Roll Of The Dice?

Recommend going long DTAC short TRUE trade at the current price ratio, using a share ratio. If the deal breaks, you are long DTAC (6.1x forward EV...

David Blennerhassett

Intouch: AIS' Expanding Broadband And Expected Mobile Duopoly

I'd still be shorting Intouch here and buying Advanced Info. I believe a more reasonable discount to NAV target is >20%.

David Blennerhassett

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