Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>You could see this coming. With due diligence expected to close on the 15th May, Bain has <a href="https://announcements.asx.com.au/asxpdf/20250514/pdf/06jq3sqhyp56bp.pdf" target="_blank" rel="noopener">notified</a>  <a href="https://www.smartkarma.com/entities/insignia-financial-ltd" target="_blank" data-smartkarma-citation="entities:12349:1" rel="noopener">Insignia Financial (IFL AU)</a> it won't proceed due to macro uncertainties. </li>
<li>Discussions remain ongoing with CC Capital. No fixed timeline on those talks, although it appears negotiations will extend beyond the 15th May.</li>
<li>NBIOs were not an ideal place to hide amid Trump’s trade war. They still aren't. Insignia is down 14.9% as I type.</li>
</ul>


You could see this coming. With due diligence expected to close on the 15th May, Bain has notified  Insignia Financial (IFL AU) it won't proceed due to macro uncertainties. 
Discussions remain ongoing with CC Capital. No fixed timeline on those talks, although it appears negotiations will extend beyond the 15th May.
NBIOs were not an ideal place to hide amid Trump’s trade war. They still aren't. Insignia is down 14.9% as I type.


Insignia Financial (IFL AU): Bain Walks Due To "Macro Uncertainty". CC Capital's Still In. For Now

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.

<ul>
<li>On 7 March, <a href="https://www.smartkarma.com/entities/insignia-financial-ltd" target="_blank" data-smartkarma-citation="entities:12349:1" rel="noopener">Insignia Financial (IFL AU)</a> disclosed a revised non-binding privatisation offer from Bain and CC Capital at A$5.00, an 8.7% premium to their previous A$4.60 offer.</li>
<li>The exclusive due diligence period ends on 17 April (six weeks from signing the exclusivity deed). The Board will recommend a binding offer of at least A$5.00. </li>
<li>The offer is attractive compared to historical trading ranges, peer multiples and precedent transactions. Therefore, a binding offer would gain shareholder support.</li>
</ul>


On 7 March, Insignia Financial (IFL AU) disclosed a revised non-binding privatisation offer from Bain and CC Capital at A$5.00, an 8.7% premium to their previous A$4.60 offer.
The exclusive due diligence period ends on 17 April (six weeks from signing the exclusivity deed). The Board will recommend a binding offer of at least A$5.00. 
The offer is attractive compared to historical trading ranges, peer multiples and precedent transactions. Therefore, a binding offer would gain shareholder support.


Insignia Financial (IFL AU): Bain and CC Capital Bumps to A$5.00, While Brookfield Drops Out

<ul>
<li>Bain Capital and CC Capital have both <a href="https://announcements.asx.com.au/asxpdf/20250307/pdf/06gc4zf37b64vx.pdf" target="_blank" rel="noopener">bumped</a> indicative terms to $5/share,  a 63% premium to <a href="https://www.smartkarma.com/entities/insignia-financial-ltd" target="_blank" data-smartkarma-citation="entities:12349:1" rel="noopener">Insignia Financial (IFL AU)</a>’s undisturbed closing share price of $3.06 on December 11 2024.</li>
<li>Both suitors have been granted four weeks of exclusivity. Confirmatory due diligence is expected to be completed within six weeks. IFL's board is supportive at A$5/share or more. </li>
<li>
Where's Brookfield on all this? A local media source previously reported that at least one suitor was losing interest. </li>
</ul>


Bain Capital and CC Capital have both bumped indicative terms to $5/share,  a 63% premium to Insignia Financial (IFL AU)’s undisturbed closing share price of $3.06 on December 11 2024.
Both suitors have been granted four weeks of exclusivity. Confirmatory due diligence is expected to be completed within six weeks. IFL's board is supportive at A$5/share or more. 

Where's Brookfield on all this? A local media source previously reported that at least one suitor was losing interest. 


Insignia Financial (IFL AU): The Field Narrows As Bain And CC Capital Bump Terms

<ul>
<li>One exceptionally crowded data room as PE outfit Brookfield Capital joins Bain Capital and CC Capital with a matching A$4.60/share NBIO, via a Scheme, for <a href="https://www.smartkarma.com/entities/insignia-financial-ltd" target="_blank" data-smartkarma-citation="entities:12349:1" rel="noopener">Insignia Financial (IFL AU)</a>.</li>
<li>Brookfield's Offer may include a scrip alternative in an unlisted bid vehicle, subject to caps.  As with Bain and CC Capital's Offers, Brookfield's Offer would ultimately require FIRB signing off.</li>
<li>And similar to Bain and CC Capital, Brookfield has been afforded a limited period of access to certain non-public information on a non-exclusive basis.</li>
</ul>


One exceptionally crowded data room as PE outfit Brookfield Capital joins Bain Capital and CC Capital with a matching A$4.60/share NBIO, via a Scheme, for Insignia Financial (IFL AU).
Brookfield's Offer may include a scrip alternative in an unlisted bid vehicle, subject to caps.  As with Bain and CC Capital's Offers, Brookfield's Offer would ultimately require FIRB signing off.
And similar to Bain and CC Capital, Brookfield has been afforded a limited period of access to certain non-public information on a non-exclusive basis.


Insignia Financial (IFL AU): Three's A Crowd As Brookfield Joins Bain And CC Capital

Shinko Electric Industries / Event-Driven

<ul>
<li>For the month of January 2025, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$6bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in January was ~57%, excluding <a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art Retail (6808 HK)</a>'s massive takeunder.</li>
<li>The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31% .</li>
</ul>


For the month of January 2025, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$6bn.
The average premium for the new transactions announced (or first discussed) in January was ~57%, excluding Sun Art Retail (6808 HK)'s massive takeunder.
The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31% .


(Mostly) Asia M&A, Jan 2025: Sun Art, Sanyo Special Steel, Jamco, Ascot, Dropsuite, Smart Share

Australia

Platinum Asset Management Limited is a fund management company. The Company specializes in global equities.

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Platinum Asset Management (PTM AU)

Insignia Financial (IFL AU): Bain Walks Due To "Macro Uncertainty". CC Capital's Still In. For Now

The undisturbed price is ~A$3.06/share. For long-onlies, you could take advantage of the share price weakness. This is not the place to hide for...

David Blennerhassett

Insignia Financial (IFL AU): Bain and CC Capital Bumps to A$5.00, While Brookfield Drops Out

The offer is attractive compared to historical trading ranges, peer multiples and precedent transactions. The presence of two bidders increases the...

Arun George

Insignia Financial (IFL AU): The Field Narrows As Bain And CC Capital Bump Terms

Both Offers remain non-binding. IFL is engaged and supportive. Trading at a 5%/11.8% gross/annualised spread assuming a five month off-ramp. I...

David Blennerhassett

Insignia Financial (IFL AU): Three's A Crowd As Brookfield Joins Bain And CC Capital

All three Offers remain non-binding. My guess is that Tanarra is supportive of a $4.60/share firm Offer. Trading a couple spreads through terms....

David Blennerhassett

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Insignia Financial (IFL AU): Bain Walks Due To "Macro Uncertainty". CC Capital's Still In. For Now

The undisturbed price is ~A$3.06/share. For long-onlies, you could take advantage of the share price weakness. This is not the place to hide for...

David Blennerhassett

Insignia Financial (IFL AU): Bain and CC Capital Bumps to A$5.00, While Brookfield Drops Out

The offer is attractive compared to historical trading ranges, peer multiples and precedent transactions. The presence of two bidders increases the...

Arun George

Insignia Financial (IFL AU): The Field Narrows As Bain And CC Capital Bump Terms

Both Offers remain non-binding. IFL is engaged and supportive. Trading at a 5%/11.8% gross/annualised spread assuming a five month off-ramp. I...

David Blennerhassett

Insignia Financial (IFL AU): Three's A Crowd As Brookfield Joins Bain And CC Capital

All three Offers remain non-binding. My guess is that Tanarra is supportive of a $4.60/share firm Offer. Trading a couple spreads through terms....

David Blennerhassett

(Mostly) Asia M&A, Jan 2025: Sun Art, Sanyo Special Steel, Jamco, Ascot, Dropsuite, Smart Share

For the month of January, 14 new deals were discussed on Smartkarma with an overall deal size of just ~US$6bn. The average premium for the new...

David Blennerhassett