Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>As discussed in <a href="https://www.smartkarma.com/insights/mbk-unison-capital-korea-do-a-deal-for-osstem-implant-048260-ks-thwarting-activist-kcgi" target="_blank" data-smartkarma-citation="insights:94339" rel="noopener">MBK/Unison Capital Korea Do a Deal for Osstem Implant (048260 KS) Thwarting Activist KCGI</a>, at end-Jan, they launched a deal to get a minimum of 15.4%.</li>
<li>They ended up getting 61.16%. That left 10.6% of shares out in unaffiliated hands. </li>
<li>Now they have <a href="https://dart.fss.or.kr/dsaf001/main.do?rcpNo=20230322000012" target="_blank" rel="noopener">launched</a> another tender offer to buy the remaining at the same KRW 190k price. There is no minimum. Straight simple risk arb.</li>
</ul>


As discussed in MBK/Unison Capital Korea Do a Deal for Osstem Implant (048260 KS) Thwarting Activist KCGI, at end-Jan, they launched a deal to get a minimum of 15.4%.
They ended up getting 61.16%. That left 10.6% of shares out in unaffiliated hands. 
Now they have launched another tender offer to buy the remaining at the same KRW 190k price. There is no minimum. Straight simple risk arb.


MBK/Unison Launch ANOTHER Tender on Osstem Implant (048260 KS) To Squeeze Out Minorities

Korea/Asia, Events, IPOs/Douglas Research Advisory

Douglas Kim

<ul>
<li>MBK/Unison Capital consortium announced a second tender offer for Osstem Implant (048260 KS) today in order to take the company private. </li>
<li>The tender offer price is 190,000 won per share, which is the same price as the first tender offer price.</li>
<li>The number of shares for the tender offer is 1,654,916, accounting for 10.62% of the outstanding shares.</li>
</ul>


MBK/Unison Capital consortium announced a second tender offer for Osstem Implant (048260 KS) today in order to take the company private. 
The tender offer price is 190,000 won per share, which is the same price as the first tender offer price.
The number of shares for the tender offer is 1,654,916, accounting for 10.62% of the outstanding shares.


MBK/Unison Capital Announces a Second Tender Offer for Osstem Implant to Take It Private

<ul>
<li>MBK Partners and Unison Capital are trying to take Osstem Implant (048260 KS) private. Currently, it is estimated that the MBK/Unison consortium has secured 88.7% stake in Osstem Implant. </li>
<li>In the case of companies listed in KOSDAQ,  if you have a stake of 90% or more, the company can generally proceed with discussions on delisting with the exchange.</li>
<li>There is a high probability of delisting sometime in March/April under two different scenarios. The second scenario offers the remaining minority shareholders and arb traders potential for further alpha creation. </li>
</ul>


MBK Partners and Unison Capital are trying to take Osstem Implant (048260 KS) private. Currently, it is estimated that the MBK/Unison consortium has secured 88.7% stake in Osstem Implant. 
In the case of companies listed in KOSDAQ,  if you have a stake of 90% or more, the company can generally proceed with discussions on delisting with the exchange.
There is a high probability of delisting sometime in March/April under two different scenarios. The second scenario offers the remaining minority shareholders and arb traders potential for further alpha creation. 


MBK & Unison Capital Trying to Take Osstem Implant Private: "Two Yards to Endzone"

<ul>
<li>Due to the enormous controversy regarding Chairman Choi Gyu-Ok's children exchange CB call options for BWs, the Choi family has decided to change and simplify this transaction structure.</li>
<li>Previously, MBK-Unison decided to acquire the call option on CB that Chairman Choi gave to his children. Under revised contract, MBK-Unison agreed to acquire the convertible bond itself.</li>
<li>We believe MBK-Unison consortium is getting a relative bargain in this deal and the valuation of Osstem Implant remain attractive (EV/EBITDA of 6.4x and P/E of 11.7x in 2024). </li>
</ul>


Due to the enormous controversy regarding Chairman Choi Gyu-Ok's children exchange CB call options for BWs, the Choi family has decided to change and simplify this transaction structure.
Previously, MBK-Unison decided to acquire the call option on CB that Chairman Choi gave to his children. Under revised contract, MBK-Unison agreed to acquire the convertible bond itself.
We believe MBK-Unison consortium is getting a relative bargain in this deal and the valuation of Osstem Implant remain attractive (EV/EBITDA of 6.4x and P/E of 11.7x in 2024). 


Osstem Implant: Founder Choi Changes CB Sale Terms to MBK-Unison & KCGI Agrees to Sell Its Shares

David Blennerhassett

<ul>
<li>For the month of January, four new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$3bn.</li>
<li>The average premium for the new deals announced (or first discussed) in January was ~28%, which is distorted by the take under for <strong><a href="https://www.smartkarma.com/entities/esso-thailand-pcl" target="_blank" data-smartkarma-citation="entities:17717:1" rel="noopener">Esso Thailand (ESSO TB)</a></strong>.</li>
<li>This compares to the average premium for all deals in 2022 (106 deals), 2021 (165 deals), 2020 (158 deals), and 2019 (145 deals) of 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of January, four new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$3bn.
The average premium for the new deals announced (or first discussed) in January was ~28%, which is distorted by the take under for Esso Thailand (ESSO TB).
This compares to the average premium for all deals in 2022 (106 deals), 2021 (165 deals), 2020 (158 deals), and 2019 (145 deals) of 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Jan 2023: Essential Metals, Relia Inc, Osstem Implant, Esso Thailand

South Korea

Osstem Implant Co., Ltd. manufactures dental implant system. The Company also markets dental management software. Osstem Implant provides products for dental surgery and exports abroad.

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Osstem Implant (048260 KS)

MBK/Unison Launch ANOTHER Tender on Osstem Implant (048260 KS) To Squeeze Out Minorities

MBK/Unison Capital have announced another, quite short-dated, Tender Offer aimed at buying the stakes of minority shareholders who were uncertain...

Travis Lundy

MBK/Unison Capital Announces a Second Tender Offer for Osstem Implant to Take It Private

MBK/Unison Capital consortium announced a second tender offer for Osstem Implant (048260 KS) today in order to take the company private.

Douglas Kim

MBK & Unison Capital Trying to Take Osstem Implant Private: "Two Yards to Endzone"

MBK Partners and Unison Capital are trying to take Osstem Implant (048260 KS) private. Currently, it is estimated that the MBK/Unison consortium...

Douglas Kim

Osstem Implant: Founder Choi Changes CB Sale Terms to MBK-Unison & KCGI Agrees to Sell Its Shares

Due to the enormous controversy regarding Chairman Choi Gyu-Ok's children exchange CB call options for BWs, the Choi family has decided to change...

Douglas Kim

(Mostly) Asia M&A, Jan 2023: Essential Metals, Relia Inc, Osstem Implant, Esso Thailand

For the month of January, four new deals were discussed on Smartkarma with an overall announced deal size of ~US$3bn. The average premium for the...

David Blennerhassett

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