Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Shanghai Dongzheng Automotive Finance / Event-Driven

Shanghai Dongzheng Automotive Finance (DAF HK)

<ul>
<li>Back on the 19 May, <a href="https://www.smartkarma.com/entities/saic-motor-corp-ltd-a" target="_blank" data-smartkarma-citation="entities:20833:1" rel="noopener">SAIC (600104 CH)</a> acquired <a href="https://www.smartkarma.com/entities/china-zhengtong-auto-services" target="_blank" data-smartkarma-citation="entities:17001:1" rel="noopener">China Zhengtong Auto Services (1728 HK)</a>'s 71.04% stake in <a href="https://www.smartkarma.com/entities/shanghai-dongzheng-automotive-finance-co-ltd" target="_blank" data-smartkarma-citation="entities:27984:1" rel="noopener">Dongzheng Automotive Finance (2718 HK)</a> at a judicial auction. This triggered the mandatory Offer.</li>
<li>SAIC confirmed a possible unconditional mandatory cash Offer for Dongzheng on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0527/2022052700075.pdf" target="_blank" rel="noopener">26 May</a>.</li>
<li>The Composite Doc has now been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0915/2022091500007.pdf" target="_blank" rel="noopener">dispatched</a>. The Offer is open for tendering and closes on the 6 October</li>
</ul>


Back on the 19 May, SAIC (600104 CH) acquired China Zhengtong Auto Services (1728 HK)'s 71.04% stake in Dongzheng Automotive Finance (2718 HK) at a judicial auction. This triggered the mandatory Offer.
SAIC confirmed a possible unconditional mandatory cash Offer for Dongzheng on the 26 May.
The Composite Doc has now been dispatched. The Offer is open for tendering and closes on the 6 October


SAIC’s Unconditional Offer For Dongzheng Now Open

<ul>
<li>Back on the 26th July, diversified contractor <a href="https://www.smartkarma.com/entities/maca-ltd" target="_blank" data-smartkarma-citation="entities:11390:1" rel="noopener">MACA Ltd (MLD AU)</a> announced a friendly off-market cash offer from fellow contractor Thiess, at A$1.025/share, a 28.1% premium to the undisturbed price.</li>
<li>The Bidder's Statement was dispatched on the 9 August. After rejecting <a href="https://www.smartkarma.com/entities/nrw-holdings-ltd" target="_blank" data-smartkarma-citation="entities:9271:1" rel="noopener">NRW Holdings (NWH AU)</a>'s non-binding proposal (implied consideration of $1.085/share), MACA dispatched the Target Statement on the 25 August.</li>
<li>Thiess has now lifted its all-cash Offer to A$1.075/share - a 34.4% to undisturbed. MACA is trading marginally through the revised terms. The first closing date is the 12 September. </li>
</ul>


Back on the 26th July, diversified contractor MACA Ltd (MLD AU) announced a friendly off-market cash offer from fellow contractor Thiess, at A$1.025/share, a 28.1% premium to the undisturbed price.
The Bidder's Statement was dispatched on the 9 August. After rejecting NRW Holdings (NWH AU)'s non-binding proposal (implied consideration of $1.085/share), MACA dispatched the Target Statement on the 25 August.
Thiess has now lifted its all-cash Offer to A$1.075/share - a 34.4% to undisturbed. MACA is trading marginally through the revised terms. The first closing date is the 12 September. 


MACA: Thiess' Unsurprising Bump. NRW's Move, If Any

<ul>
<li>KKR has all-but-abandoned its A$88/share cash offer for <a href="https://www.smartkarma.com/entities/ramsay-health-care-ltd" target="_blank" data-smartkarma-citation="entities:673:1" rel="noopener">Ramsay Health Care (RHC AU)</a>,  Australia's largest private hospital group.</li>
<li>KKR's alternative proposal involves $88/share for the 5,000 RHC shares, followed by A$78.20/cash + 0.22 <a href="https://www.smartkarma.com/entities/ramsay-generale-de-sante" target="_blank" data-smartkarma-citation="entities:21473:1" rel="noopener">Ramsay Generale de Sante (GDS FP)</a> shares thereafter - or an indicative value of A$84.93/share.</li>
<li>Despite announcing horrible annual results, Ramsay's board considers the alternative proposal to be meaningfully inferior to the KKR's indicative proposal of $88.00/share.</li>
</ul>


KKR has all-but-abandoned its A$88/share cash offer for Ramsay Health Care (RHC AU),  Australia's largest private hospital group.
KKR's alternative proposal involves $88/share for the 5,000 RHC shares, followed by A$78.20/cash + 0.22 Ramsay Generale de Sante (GDS FP) shares thereafter - or an indicative value of A$84.93/share.
Despite announcing horrible annual results, Ramsay's board considers the alternative proposal to be meaningfully inferior to the KKR's indicative proposal of $88.00/share.


Ramsay Keeps Door Ajar After KKR's "Meaningful Inferior" Offer

<ul>
<li>On the 26th July, diversified contractor <a href="https://www.smartkarma.com/entities/maca-ltd" target="_blank" data-smartkarma-citation="entities:11390:1" rel="noopener">MACA Ltd (MLD AU)</a> announced a friendly off-market cash offer from fellow contractor Thiess, at A$1.025/share, a 28.1% premium to the previous close.</li>
<li>The Bidder's Statement was dispatched on the 9 August. After rebuffing <a href="https://www.smartkarma.com/entities/nrw-holdings-ltd" target="_blank" data-smartkarma-citation="entities:9271:1" rel="noopener">NRW Holdings (NWH AU)</a>'s non-binding proposal, MACA has now dispatched the Target Statement.</li>
<li>The IE deems the Offer, which remains subject to FIRB and ACCC approvals, to be fair. The first closing date is the 12 September. </li>
</ul>


On the 26th July, diversified contractor MACA Ltd (MLD AU) announced a friendly off-market cash offer from fellow contractor Thiess, at A$1.025/share, a 28.1% premium to the previous close.
The Bidder's Statement was dispatched on the 9 August. After rebuffing NRW Holdings (NWH AU)'s non-binding proposal, MACA has now dispatched the Target Statement.
The IE deems the Offer, which remains subject to FIRB and ACCC approvals, to be fair. The first closing date is the 12 September. 


MACA's Target Statement Responds To Thiess' Offer

<ul>
<li>On the 4 April, asset manager <a href="https://www.smartkarma.com/entities/pendal-group-ltd" target="_blank" data-smartkarma-citation="entities:15795:1" rel="noopener">Pendal (PDL AU)</a>'s board unanimously determined the indicative cash/scrip Offer proposal from <a href="https://www.smartkarma.com/entities/perpetual-ltd" target="_blank" data-smartkarma-citation="entities:599:1" rel="noopener">Perpetual (PPT AU)</a> undervalued the current and future value of the company.</li>
<li>Pendal And Perpetual have now entered into a SID such that Pendal shareholders will receive 1 Perpetual share for every 7.5 Pendal shares plus $1.976 cash for each Pendal share.</li>
<li>The negotiation clincher was the increase in the cash component by A$0.306/share. Should the deal complete, Pendal will hold 47% in the enlarged entity.</li>
</ul>


On the 4 April, asset manager Pendal (PDL AU)'s board unanimously determined the indicative cash/scrip Offer proposal from Perpetual (PPT AU) undervalued the current and future value of the company.
Pendal And Perpetual have now entered into a SID such that Pendal shareholders will receive 1 Perpetual share for every 7.5 Pendal shares plus $1.976 cash for each Pendal share.
The negotiation clincher was the increase in the cash component by A$0.306/share. Should the deal complete, Pendal will hold 47% in the enlarged entity.


Australia

Japara Healthcare Limited, is a provider of aged care and retirement living services in Australia.

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Japara Healthcare (JHC AU)

SAIC’s Unconditional Offer For Dongzheng Now Open

Trading almost at terms. Take advantage on any weakness during the Offer period; although this looks to be more of a back-end play from here.

David Blennerhassett

MACA: Thiess' Unsurprising Bump. NRW's Move, If Any

You have a firm, unanimously-backed Offer. Buy MACA at or below terms. A revised NRW approach is possible, but looking increasingly less likely.

David Blennerhassett

Ramsay Keeps Door Ajar After KKR's "Meaningful Inferior" Offer

This is an avoid. A basket of hospital service operators are down on average 16% since KKR's approach in April. I think Ramsay has more downside...

David Blennerhassett

MACA's Target Statement Responds To Thiess' Offer

You have a firm, unanimously-backed Offer. Buy at or closer to terms. I wouldn't rule out another NRW approach. MACA’s net tangible assets are...

David Blennerhassett

Pendal Enters Scheme With Perpetual

Trading at a gross/annualised spread of 6.7%/14.7% if mid-Feb 2023 completion. Perpetual's full-year divi goes ex on the 8th Sept. If long/short...

David Blennerhassett

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