Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven


For the month of November, 21 new deals were discussed on Smartkarma with an overall announced deal size of ~US$75bn, helped in large part by LVMH's bid for Tiffany &amp; Co (TIF US).


Clicking on the company name in the table below will take you to the entity page where you can read the initial insight(s) written by Smartkarma contributors on these new deals and follow up discussions, or simply click on the insight link(s) below the name.






New Deals


Industry


Size (US$bn)


Type


Premium



Australia



Panoramic Resources (PAN AU) 
Mining
0.2
Off-market 
42%


Independence's Hostile Offer For Panoramic



Caltex Australia (CTX AU) 
Fuel retail
5.8
Scheme 
24%


Caltex's Proposed Retail IPO Triggers Revised Bid From Couche-Tard


Hong Kong



Springland International (1700 HK) 
Supermarkets
0.2
Scheme
63%


Springland And The Latest Retail Takeover



China Agri Industries Hldgs (606 HK) 
Grain processing
2.9
Scheme
34%


Going With The Grain As COFCO Bids For China Agri


Japan



Toshiba Plant Systems &amp; Services (1983 JP) 
Engineering
1.2
Tender Offer
27%


Toshiba Tender for Toshiba Plant (1983) - Lighter Than It Should Be.



Nuflare Technology (6256 JP) 
Semiconductors
0.6
Tender Offer
45%


Toshiba Tender for Nuflare Technology (6256) - Lightish to Too Light. 



Nishishiba Electric (6591 JP) 
Marine/offshore
0.1
Tender Offer
43%


Toshiba Tender for Nishishiba Electric (6591) - Also Cheap. 



Mitsubishi Tanabe Pharma (4508 JP) 
Pharmaceuticals
4.5
Tender Offer
50%


MitChem Deal for MitTanabePharma - Opportunistic But Likely Not To Cause Too Much Upset. 



Mystar Engineering (4695 JP) 
Engineering
0.1
Tender Offer
17%



SmallCap Mystar Engineering (4695) Tender Offer  - WRONG PRICE 



 LINE Corp (3938 JP) / Z Holdings (4689 JP)

Mobile messaging
3.2
Tender Offer
13%



Z and LINE, Sitting in a Tree... M.E.R.G.I.N... G...?. 
LINE and Z, Sitting in a Tree... M.E.R.G.I.N.G! And a Tender Offer!
The Z Holdings-LINE Merger Is Likely to Put Mobile Payments Businesses in Antitrust Territory. 



Singapore



Citic Envirotech (CEL SP) 
Water treatment
0.2
Exit Offer
62%


CITIC Envirotech's Privatisation Offer.



Isec Healthcare (ISEC SP) 
Heatlcare
0.2
MGO
11%


Circular Dispatched For Isec Healthcare's MGO. 


South Korea



Orange Life Insurance, Ltd. (079440 KS) 
Insurance
0.1
Merger
N/A


Shinhan &amp; Orange Life Merger Swap Summary. 



Haimarrow Food Service Co Ltd (220630 KS) 
F&amp;B
0.2
Buyout
26%


Korea M&amp;A Spotlight: A Buyout of Haimarrow Food Service



Hanwha Galleria Timeworld (027390 KS) 
Department stores
0.1
Tender Offer
17%



Tender Offer To Take Hanwha Galleria Timeworld Private.  
Hanwha Galleria TW Tender Offer: Schedule, Price &amp; Current Status. 



UK &amp; Europe







OSRAM Licht AG (OSR GR) 
Lighting solutions
4.3
Takeover Offer
42%


Second ams Deal for Osram - Concessions And "Elbow Calculus". 



Amerisur Resources (AMER LN) 
O&amp;G
0.3
Cash acquisition
59%


In A Light, Sweet Spot As Geopark Bids For Amerisur. 



Veloxis Pharmaceuticals (VELO DC) 
Pharmaceuticals
1.5
Tender Offer
-26%


Asahi Kasei’s Voluntary Conditional Tender Offer for Veloxis Pharmaceuticals: Unfairly Priced. 


North America




Aircastle Ltd (AYR US) 
Aircraft leasing
2.4
Agreement/merger
34%


Aircastle Takeover - Still Trading at a Premium But Good To Go At Terms. 



Tiffany &amp; Co (TIF US) 
Jewellery
14.5
Offer
37%



Louis Vuitton Offers to Acquire Tiffany: Luxury Valuation to Semi Luxury Brand. 
Tiffany (TIF US): Out of the Blue.




Hewlett Packard Co (HPQ US) 
Printers
33
Offer
13.5%


Xerox to Acquire HP Inc: Two Fading Stars to Unite





Source: Smartkarma Insights

The Offer for Osram is a reload from ams AG (AMS SW) and I've used the unaffected price from the previous offer to back out the premium.  

The Veloxis Pharmaceuticals (VELO DC) discount is somewhat misleading - Veloxis raised its annual guidance on 31st October 2019, and its share price rallied to DKK7.49/share from ~DKK4.00,  the highest price in the last ten years.   

The deal for Isec Healthcare (ISEC SP) was announced in August but only discussed on Smartkarma this month. 


The average premium for the new deals announced in November was 32%, while the average for the first eleven months of 2019 is ~32%.



Brief Summary of News in November of Arb Situations On Smartkarma's Radar



(Again, click on the company names to take to you to the insights and/or discussion posts for a more comprehensive read-through on each situation. Where a new insight was written on these names in June, I've included a link to that insight in italics.)






Australia


Comments (with links &amp; insights)




Australian Unity Office Fund (AOF AU) 

Where to start ... 1-Nov: Hume Partners bumped its stake to 9.55% on the 5 November, and as then to t11.4%  AOF Buckles As Hume Keeps Mum.  14-Nov: ASIC issues interim order.
Wanted: New Legal Team for AOF.  18-Nov. one of the two interdependent resolutions was voted down at a low-turnout vote. 19-Nov: ASIC has opted to withdraw its application.
ASIC's Panel Application Withdrawal Leaves Market Players Guessing. 




Aveo Group (AOG AU) 

31-Oct: FIRB approval received.  
7-Nov: AOG's securityholders have voted in favour of the Scheme. 
The implementation date is the 29 November.




Bellamy's Australia (BAL AU) 

14-Nov: Bellamy's Scheme gets FIRB approval.
27-Nov: Bellamy settles two shareholder class action proceedings for A$49.7mn.




CSG Ltd (CSV AU) 

22-Nov: AGM held. All resolutions carried except addtitional 10% placement.




Echo Resources (EAR AU) 

1-Nov: Northern Star Resources (NST AU)issues compulsory acquisition notice.
8-Nov: Shares suspended at the close of trading




Erm Power Ltd (EPW AU) 

8-Nov: ERM's shareholders overwhelmingly voted in favour of the Scheme. The Scheme is expected to be implemented on the 29 November.




Pacific Energy (PEA AU) 

18-Nov: Shares suspended at the close of trading




Qms Media (QMS AU) 

No Nov update




Webster Ltd (WBA AU) 

No Nov update












China


Comments




Shenzhen Kondarl Group (000048 CH) 
No Nov update.











Hong Kong


Comments (with links &amp; insights)




Avic International Holding-H (161 HK) 

23-Nov: AVIC are still finalising the data to go in the Composite Document. This Document is due out on or before the 15 January 2020.
27-Nov:  Two wholly-owned subsidiaries of CK Hutchison Holdings (1 HK) holding 9.04% of H shares out, intend to vote their shares in favour of relevant resolutions towards delisting AVIC.




Dah Chong Hong (1828 HK) 

8 Nov: Scheme Document delayed until the 3 Dec from the 10 Nov.




Huaneng Renewables Corp H (958 HK) 

21-Nov: Composite doc dispatched. Fair &amp; reasonable says IFA. Huaneng Renew's Composite Doc Despatched. 




Leyou Technologies (1089 HK) 

22-Nov: Leyou updates the market to say they have received a number of non-binding indicative bids. Additionally, Mr. Yuk will update the market in around 3  weeks whether to proceed or terminate with the share disposal. 




Maanshan Iron &amp; Steel H (323 HK) 

11-Nov: MGO closed with 596.39mn shares tendering, representing 11.64% of shares out or 41.727% of H shares.




Yixin Group Ltd (2858 HK) 

7-Nov: Monthly update. nothing substantial to add.









India


Comments




Adani Gas Ltd (ADGAS IN) 
28-Nov: The CCI has approved Total Group's 37.4% stake-buy, joint control of Adani Gas








Japan


Comments (with links &amp; insights)




Asunaro Aoki Construction (1865 JP) 

No Nov update




Cocokara Fine (3098 JP) 

No Nov update




Keihin Corp (7251 JP) 

3-Nov: The English language doc from Honda Motor (7267 JP) for Keihin is out. 




Nissin Kogyo (7230 JP) 

3-Nov: The English language doc from Honda Motor (7267 JP) for Keihin is out. 




Polatechno (4239 JP) 

No Nov update




Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 

Sanyo Chem &amp; Nippon Shokubai - Fundamentals Still Favor SanyoChem. 




Showa Corp (7274 JP) 

3-Nov: The English language doc from Honda Motor (7267 JP) for Keihin is out. 




Sotsu Co Ltd (3711 JP) 

26-Nov: Results for the Bandai Namco Holdings (7832 JP) Tender Offer for Sotsu: 82.05%. That is enough to clean out minorities but not enough to do so without an EGM. I expect 17.95% (or say at least 10+%) will vote against setting up an appraisal rights process. Gundam Has Fallen! Long Live Gundam!




Unizo Holdings (3258 JP) 

6-Nov: The Nov 6 Blackstone deadline for Unizo to respond/negotiate has come and gone with no notice by Blackstone of the event or news on UNIZO’s IR website. UNIZO: Belaboring a Deceased Equine. 11-Nov: Fortress have extended the deadline for their deal from 11 Nov to 15 November. 15-Nov: Fortress has increased its Tender Offer Price for Unizo by ¥100 to ¥4100. This is a technical raise because it extends the deadline by 10 business days beyond the current deadline which was today. The new deadline is the 29th of November.  22-Nov: Blackstone has offered a press release well after the close today regarding the status of its intended Tender Offer for Unizo if UNIZO "consents" or possibly if it does not. UNIZO has apparently put forth a proposal and Blackstone has responded. UNIZO: It's Not You, It's Me... Really.
28-Nov: Blackstone says Unizo has not agreed to its $1.6 billion takeover offer (Reuters)











Philippines


Comments




Holcim Philippines (HLCM PM) 

No Nov update.











Singapore


Comments (with links &amp; insights)




Ascendas Hospitality (ASCHT SP) 
21-Oct: The Scheme Meeting, approving the deal. The timeline is now ticking to completion. 



Keppel Corp Ltd (KEP SP) 
No updates. Insight: Gauging Foreign Investment Review Risk for Temasek Takeover of Keppel.  The Dummies' Guide to Partial Offers/Tenders. 




United Engineers (UEM SP) 
12-Nov: Yanlord bumps: Yanlord Bumps Offer For United Engineers.  Read more:  15-Nov: Offer was declared unconditional in all respects on the 15 November  27-Nov: Circular dispatched: Yanlords' Unconditional Offer For United Engineer Gets IFA Backing. 











Thailand


Comments (with links)



Glow Energy Pcl (GLOW TB)
22-Nov: A short clarification notice from Glow Energy Pcl (GLOW TB)'s Tender Offer, which runs from the 25 September to the 28 November - as trading on the SET is T+2, the last day to purchase GLOW shares in order to accept the Offer from Global Power Synergy Company Ltd (GPSC TB) is the 26 November: 


Golden Land Prop Dvlp (GOLD TB)

20-Nov: Delisting proposals approved




SVI Pcl (SVI TB) 

4-Nov The tendering into the Offer was just 26.83%. Then shares popped, and remain elevated. 



Thanachart Capital (TCAP TB)

No Nov update.











UK


Comments (with links &amp; insights)



EI Group (EIG LN)
19-Nov: Reports a full-year loss after tax.



Entertainment One (ETO LN) 
21-Nov: The UK's Competition and Markets Authority has decided this morning that it will take on the case of Hasbro Inc (HAS US)'s bid for Entertainment. Invitation to comment lasts until December 5th. The inquiry Phase 1 should be completed by 21 January 2020.



Just Eat PLC (JE/ LN) 

25-Nov has offered its Response Circular to the Takeaway.com NV (TKWY NA) Offer.  They want a higher premium to where it was trading prior to the TKWY bid.
Just Eat (JE/ LN): From a Strategic Perspective Prosus Is the Best Buyer, It Should Pay More.
Just Eat Plc Situation Looks Headed To Auction. 




Scottish Salmon Co Plc (SSC NO) 
No Nov update



Sophos (SOPH LN) 
No Nov update










Europe


Comments (with links &amp; insights)




Altran Technologies Sa (ALT FP) 

15-Oct: Tender Offer docs issued. 16-Oct: Tender Offer is open.




OSRAM Licht AG (OSR GR) 

1-Oct: ams gets to 19.99%. Min acceptance not achieved. Ams Offer Does Not Win Osram. Back To Square 2 18-Oct: New ams deal for Osram.
New ams Deal for Osram In Store - It's Doable







Travis Lundy

Yesterday after the close of trading, <a href="https://www.smartkarma.com/entities/nippon-kayaku-co-ltd" target="_blank" data-smartkarma-citation="entities:6971:1" rel="noopener">Nippon Kayaku (4272 JP)</a>, which owns 66.5% of smallcap polarizing film maker <a href="https://www.smartkarma.com/entities/polatechno-co-ltd" target="_blank" data-smartkarma-citation="entities:19636:1" rel="noopener">Polatechno (4239 JP)</a>, announced a Tender Offer at a 90+% premium to take over the remaining shares of Polatechno. The Tender Offer's success is contingent on 22.38% (i.e. 66.7% of the minority tendering. That success is easily achieved as <a href="https://www.smartkarma.com/entities/arisawa-mfg-co-ltd" target="_blank" data-smartkarma-citation="entities:18028:1" rel="noopener">Arisawa Mfg (5208 JP)</a> happens to own exactly 22.38% of Polatechno and said that it <a href="http://www.arisawa.co.jp/jp/ir/news/data/201908271JP.pdf" target="_blank" rel="noopener">intended to tender the shares</a>, and sell them for ¥9.215 billion. That is a fair bit of change for a ¥31.3bn company. The company simultaneously announced a forecast revision downwards because of lower equity affiliate income going forward. To offset equity weakness going forward, they also <a href="http://www.arisawa.co.jp/jp/ir/news/data/201908272JP.pdf" target="_blank" rel="noopener">announced</a> a stock buyback. For 10% of the company. The stock is up 11% this morning as a result.If you are into small caps, or you own it, or are interested in Japan activism, it is worth a look.

Yesterday after the close of trading, Nippon Kayaku (4272 JP), which owns 66.5% of smallcap polarizing film maker Polatechno (4239 JP), announced a Tender Offer at a 90+% premium to take over the remaining shares of Polatechno. The Tender Offer's success is contingent on 22.38% (i.e. 66.7% of the minority tendering. That success is easily achieved as Arisawa Mfg (5208 JP) happens to own exactly 22.38% of Polatechno and said that it intended to tender the shares, and sell them for ¥9.215 billion. That is a fair bit of change for a ¥31.3bn company. The company simultaneously announced a forecast revision downwards because of lower equity affiliate income going forward. To offset equity weakness going forward, they also announced a stock buyback. For 10% of the company. The stock is up 11% this morning as a result.If you are into small caps, or you own it, or are interested in Japan activism, it is worth a look. 

Arisawa (5208) Activism:  Biggish Buyback, But Lots More Potential Behind

Korea/Asia, Events, IPOs, Douglas Research Advisory

Douglas Kim

Korea/Asia, Events, IPOs

Thematic (Sector/Industry)

<ul>
<li>On August 22nd, the South Korean government announced that it has decided to terminate the GSOMIA (General Security of Military Information Agreement) with the Japanese government. As a result of the South Korean government's decision to terminate GSOMIA, this will likely to further fuel the discord the political relations between Japan and South Korea and the Korean stock market is likely to face further weakness, especially companies that are negatively impacted by this conflict.</li>
<li>
Cho Kuk has been the most discussed person in South Korea in the past two weeks. He is a nominee to become the next Justice Minister in South Korea. However, he and his family/relatives have been mired in numerous allegations which could make it difficult for him to become the next Justice Minister. On August 27th, the<a href="http://www.koreaherald.com/view.php?ud=20190827000730" target="_blank" rel="noopener"> government prosecutors</a> raided universities, a medical center and other facilities to investigate Justice Minister nominee Cho Kuk and his family.</li>
<li>
<a href="https://www.smartkarma.com/profiles/brian-freitas" target="_blank" data-smartkarma-citation="accounts:4091" rel="noopener">Brian Freitas</a> puts out a weekly on the Japan short interest data. The short notional in the market for the week ended 23 August is US$24.95bn with the largest short positions in <a href="https://www.smartkarma.com/entities/itochu-corp" target="_blank" data-smartkarma-citation="entities:18448:1" rel="noopener">Itochu Corp (8001 JP)</a>, <a href="https://www.smartkarma.com/entities/toyota-motor-corp" target="_blank" data-smartkarma-citation="entities:73:1" rel="noopener">Toyota Motor (7203 JP)</a>, <a href="https://www.smartkarma.com/entities/canon-inc" target="_blank" data-smartkarma-citation="entities:1:1" rel="noopener">Canon Inc (7751 JP)</a>,  <a href="https://www.smartkarma.com/entities/taiyo-yuden-co-ltd" target="_blank" data-smartkarma-citation="entities:9924:1" rel="noopener">Taiyo Yuden (6976 JP)</a> and <a href="https://www.smartkarma.com/entities/sumitomo-mitsui-financial-gr" target="_blank" data-smartkarma-citation="entities:217:1" rel="noopener">Sumitomo Mitsui Financial (8316 JP)</a>. Most shorted stocks as a percentage of free float are Amazia, <a href="https://www.smartkarma.com/entities/extreme-co-ltd" target="_blank" data-smartkarma-citation="entities:5311:1" rel="noopener">Extreme Co Ltd (6033 JP)</a>, <a href="https://www.smartkarma.com/entities/taiyo-yuden-co-ltd" target="_blank" data-smartkarma-citation="entities:9924:1" rel="noopener">Taiyo Yuden (6976 JP)</a> and <a href="https://www.smartkarma.com/entities/leopalace21-corp" target="_blank" data-smartkarma-citation="entities:8244:1" rel="noopener">Leopalace21 Corp (8848 JP)</a>. </li>
<li>
MEGVII TECHNOLOGY IPO - <a href="https://www.smartkarma.com/profiles/arun-george" target="_blank" data-smartkarma-citation="accounts:1680" rel="noopener">Arun George</a> wrote about this company in his note, <a href="https://www.smartkarma.com/insights/megvii-ipo-initiation-anonymous-no-more" target="_blank" data-smartkarma-citation="insights:32041" rel="noopener">Megvii IPO Initiation: Anonymous No More</a>. <a href="https://www.smartkarma.com/entities/megvii-technology" target="_blank" data-smartkarma-citation="entities:28272:1" rel="noopener">Megvii Technology (1737211D HK)</a> is a Chinese AI company best known for its facial recognition platform Face++. It is backed by Ant Financial (15.1% shareholder), <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" data-smartkarma-citation="entities:787:1" rel="noopener">Alibaba Group Holding (BABA US)</a> (14.3% shareholder) and <a href="https://www.smartkarma.com/entities/lenovo-group-ltd" target="_blank" data-smartkarma-citation="entities:13359:1" rel="noopener">Lenovo (992 HK)</a> (1.2% shareholder). Overall, Arun believes Megvii is a decent “new economy” growth story as the positives outweigh the negatives. </li>
</ul>


On August 22nd, the South Korean government announced that it has decided to terminate the GSOMIA (General Security of Military Information Agreement) with the Japanese government. As a result of the South Korean government's decision to terminate GSOMIA, this will likely to further fuel the discord the political relations between Japan and South Korea and the Korean stock market is likely to face further weakness, especially companies that are negatively impacted by this conflict.

Cho Kuk has been the most discussed person in South Korea in the past two weeks. He is a nominee to become the next Justice Minister in South Korea. However, he and his family/relatives have been mired in numerous allegations which could make it difficult for him to become the next Justice Minister. On August 27th, the government prosecutors raided universities, a medical center and other facilities to investigate Justice Minister nominee Cho Kuk and his family.

Brian Freitas puts out a weekly on the Japan short interest data. The short notional in the market for the week ended 23 August is US$24.95bn with the largest short positions in Itochu Corp (8001 JP), Toyota Motor (7203 JP), Canon Inc (7751 JP),  Taiyo Yuden (6976 JP) and Sumitomo Mitsui Financial (8316 JP). Most shorted stocks as a percentage of free float are Amazia, Extreme Co Ltd (6033 JP), Taiyo Yuden (6976 JP) and Leopalace21 Corp (8848 JP). 

MEGVII TECHNOLOGY IPO - Arun George wrote about this company in his note, Megvii IPO Initiation: Anonymous No More. Megvii Technology (1737211D HK) is a Chinese AI company best known for its facial recognition platform Face++. It is backed by Ant Financial (15.1% shareholder), Alibaba Group Holding (BABA US) (14.3% shareholder) and Lenovo (992 HK) (1.2% shareholder). Overall, Arun believes Megvii is a decent “new economy” growth story as the positives outweigh the negatives. 


The Week That Was @ Smartkarma in Korea, Japan, China/HK: Megvii, GSOMIA, Cho Kuk, & Sony

On 27 August 2019 after the close, functional chemicals (and explosives) maker <a href="https://www.smartkarma.com/entities/nippon-kayaku-co-ltd" target="_blank" data-smartkarma-citation="entities:6971:1" rel="noopener">Nippon Kayaku (4272 JP)</a>  <a href="https://ssl4.eir-parts.net/doc/4272/tdnet/1747665/00.pdf" target="_blank" rel="noopener">announced</a> that it would purchase the 33.5% of JASDAQ-listed <a href="https://www.smartkarma.com/entities/polatechno-co-ltd" target="_blank" data-smartkarma-citation="entities:19636:1" rel="noopener">Polatechno (4239 JP)</a> that it did not already own, via Tender Offer, at ¥993/share - a whopping 92% premium to last price (which is admittedly scraping off multi-year lows).Polatechno's Board <a href="https://www.polatechno.co.jp/report/item/data/ir00497-1.pdf" target="_blank" rel="noopener">agreed to support</a> the Tender Offer.This would get the stock back to its 18-month high, which is nice.It requires a minimum tender of 22.38% of the 33.55% not owned, which lookslike they need to dislodge 66.7% of minorities. But there's a reason why they can.Details below.<hr>For other insights on Japanese M&amp;A please check the list of Japan-related Event-Driven insights <a href="https://www.smartkarma.com/insights?collection=all-insights&amp;filters=countries%3AJapan%7Cverticals%3A29" target="_blank" rel="noopener">here</a>. As a reference to Japan M&amp;A rules and practices, please see the <a href="https://www.smartkarma.com/insights/quiddity-japan-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:28911" rel="noopener">Quiddity Japan M&amp;A Guide 2019</a>.

On 27 August 2019 after the close, functional chemicals (and explosives) maker Nippon Kayaku (4272 JP)  announced that it would purchase the 33.5% of JASDAQ-listed Polatechno (4239 JP) that it did not already own, via Tender Offer, at ¥993/share - a whopping 92% premium to last price (which is admittedly scraping off multi-year lows).Polatechno's Board agreed to support the Tender Offer.This would get the stock back to its 18-month high, which is nice.It requires a minimum tender of 22.38% of the 33.55% not owned, which lookslike they need to dislodge 66.7% of minorities. But there's a reason why they can.Details below.For other insights on Japanese M&amp;A please check the list of Japan-related Event-Driven insights here. As a reference to Japan M&amp;A rules and practices, please see the Quiddity Japan M&amp;A Guide 2019.  

Polatechno (4239 JP) TOB - Big Premium, Done Deal

Japan

POLATECHNO CO., LTD. manufactures and sells polarizing films used for LCDs and other precision films.

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