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.

Event-Driven

China Vast Industrial Urban Development / Event-Driven

<ul>
<li>After a prolonged delay, the Cayman Islands legislative gazette <a href="https://legislation.gov.ky/cms/images/LEGISLATION/AMENDING/2022/2022-0028/CompaniesAmendmentAct2021CommencementOrder2022SL28of2022.pdf" target="_blank" rel="noopener">was published on 29 July</a>, which stated that the amended Cayman Islands Act would come into force on 31 August. </li>
<li>The Act will remove the headcount test for schemes, eliminating a layer of uncertainty for controlling shareholders wishing to privatise listed Cayman-incorporated companies.</li>
<li>In light of this development, we look at current active privatisations, past failed privatisations and rumoured transactions which stand to gain a new lease of life from this Act.</li>
</ul>


After a prolonged delay, the Cayman Islands legislative gazette was published on 29 July, which stated that the amended Cayman Islands Act would come into force on 31 August. 
The Act will remove the headcount test for schemes, eliminating a layer of uncertainty for controlling shareholders wishing to privatise listed Cayman-incorporated companies.
In light of this development, we look at current active privatisations, past failed privatisations and rumoured transactions which stand to gain a new lease of life from this Act.


The Cayman Islands to Remove the Headcount Test on 31 August

<ul>
<li>Dye &amp; Durham/DND has proposed to lower its offer from A$5.50 to A$4.30 per share. The <a href="https://www.smartkarma.com/entities/link-administration-holdings-ltd" target="_blank" data-smartkarma-citation="entities:970:1" rel="noopener">Link Administration (LNK AU)</a> Board will provide shareholders with an update next week.</li>
<li>DND's justification for a lower offer based on the potential undertaking to the ACCC and the current state of the financial markets smacks of opportunism.    </li>
<li>The proposed lower bid offers no premium to our valuation range or the undisturbed price. The Board should reject the lower offer and instead reignite interest from past suitors. </li>
</ul>


Dye &amp; Durham/DND has proposed to lower its offer from A$5.50 to A$4.30 per share. The Link Administration (LNK AU) Board will provide shareholders with an update next week.
DND's justification for a lower offer based on the potential undertaking to the ACCC and the current state of the financial markets smacks of opportunism.    
The proposed lower bid offers no premium to our valuation range or the undisturbed price. The Board should reject the lower offer and instead reignite interest from past suitors. 


Link’s Lower Offer of A$4.30 from DND Fails to Excite

Index Rebal Trades & Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Index Rebal Trades & Special Situations

Quiddity Advisors

Pan-Asia Catalysts/Events

Metropolis Healthcare Limited / Event-Driven

<ul>
<li>Several press reports regarding potential takeover speculations related to Indian diagnostics company <a href="https://www.smartkarma.com/entities/metropolis-healthcare-limited" target="_blank" data-smartkarma-citation="entities:27829:1" rel="noopener">Metropolis Healthcare Limited (METROHL IN)</a> have emerged in the Indian press over the last few days.</li>
<li>Metropolis Healthcare Limited currently has a total market capitalization of US$1bn.</li>
<li>Below is a closer look at the details of the situation.</li>
</ul>


Several press reports regarding potential takeover speculations related to Indian diagnostics company Metropolis Healthcare Limited (METROHL IN) have emerged in the Indian press over the last few days.
Metropolis Healthcare Limited currently has a total market capitalization of US$1bn.
Below is a closer look at the details of the situation.


Metropolis Healthcare (METROHL IN): Adani & Apollo Eyeing Majority Stake? Could Outperform Dr Lal

<ul>
<li>Sixth Street and BGH Capital entered into a cooperation agreement with the aim to acquire <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a> through a scheme of arrangement. They have a combined 20.3% stake. </li>
<li>In addition to Sixth Street/BGH, Pushpay also noted expressions of interest from multiple parties. The high recurring revenue, profitability and cash generation make it a target. </li>
<li>As the Australian takeover premium ranges from 20% to 40%, we think that a bid of at least A$1.46 (30% takeover premium) will be necessary for due diligence access. </li>
</ul>


Sixth Street and BGH Capital entered into a cooperation agreement with the aim to acquire Pushpay Holdings (PPH NZ) through a scheme of arrangement. They have a combined 20.3% stake. 
In addition to Sixth Street/BGH, Pushpay also noted expressions of interest from multiple parties. The high recurring revenue, profitability and cash generation make it a target. 
As the Australian takeover premium ranges from 20% to 40%, we think that a bid of at least A$1.46 (30% takeover premium) will be necessary for due diligence access. 


BGH and Sixth Street to Lob an Offer for Pushpay?

<ul>
<li>
<a href="https://www.bloomberg.com/news/articles/2022-05-18/hong-kong-telco-hkbn-said-to-draw-interest-from-stonepeak-pag" target="_blank" rel="noopener">Bloomberg reported</a><a href="https://www.smartkarma.com/entities/kkr-co-inc" target="_blank" data-smartkarma-citation="entities:27333:1" rel="noopener">KKR &amp; Co Inc (KKR US)</a> and PAG are carrying out due diligence on <a href="https://www.smartkarma.com/entities/hkbn-ltd" target="_blank" data-smartkarma-citation="entities:289:1" rel="noopener">HKBN Ltd (1310 HK)</a>, with a view to launching a privatisation bid.</li>
<li>HKBN has a relatively concentrated shareholder register which suggests a requirement for a high takeover premium.</li>
<li>Precedent transactions suggest a privatisation forward EV/EBITDA multiple of at least 10x, implying a minimum offer price of HK$11.80 per share, a 23% premium to the last close. </li>
</ul>



Bloomberg reportedKKR &amp; Co Inc (KKR US) and PAG are carrying out due diligence on HKBN Ltd (1310 HK), with a view to launching a privatisation bid.
HKBN has a relatively concentrated shareholder register which suggests a requirement for a high takeover premium.
Precedent transactions suggest a privatisation forward EV/EBITDA multiple of at least 10x, implying a minimum offer price of HK$11.80 per share, a 23% premium to the last close. 


United States

KKR & Co. Inc. operates as an investment firm. The Company manages investments such as private equity, energy, infrastructure, real estate, credit strategies, and hedge funds. KKR & Co serves clients worldwide.

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KKR & Co (KKR US)

The Cayman Islands to Remove the Headcount Test on 31 August

We expect the removal of the headcount test to stir up activity in privatisations of HKEx-listed Cayman-incorporated companies, especially in light...

Arun George

Link’s Lower Offer of A$4.30 from DND Fails to Excite

DND's lower offer of A$4.30 smacks of opportunism. The Board should reject the lower offer and instead go it alone and reignite interest from past...

Arun George

Metropolis Healthcare (METROHL IN): Adani & Apollo Eyeing Majority Stake? Could Outperform Dr Lal

Metropolis Healthcare has been widely discussed as a potential M&A target and multiple potential suitors seem to be interested. This could act as a...

Janaghan Jeyakumar, CFA

BGH and Sixth Street to Lob an Offer for Pushpay?

Sixth Street and BGH entered into a cooperation agreement with the aim to acquire Pushpay. They have a combined 20.3% stake. We think that a bid of...

Arun George

HKBN in the Crosshairs of KKR and PAG

Bloomberg reported that KKR and PAG could launch a privatisation bid. Precedent transactions suggest a privatisation forward EV/EBITDA multiple of...

Arun George

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