Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<li>
<a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener"><strong>Keisei Electric Railway Co (9009 JP)</strong></a>'s extreme bifurcation with <strong><a href="https://www.smartkarma.com/entities/oriental-land-co-ltd" target="_blank" data-smartkarma-citation="entities:13517:1" rel="noopener">Oriental Land (4661 JP)</a></strong>, widens even more. The holding in Oriental Land is now worth 275% of Keisei's market cap. </li>
<li>The fact that we don't KNOW what Murakami-san did and <strong><a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a></strong> shares fell in large volume Friday AND pro-ration was 100% will lead to higher-than-expectd volatility.</li>
<li>The placement, the pledge, the connected party transaction, and a large parcel of shares moving into CCASS (ostensibly the founder/chairman's), suggest all is not well with <strong><a href="https://www.smartkarma.com/entities/shimao-property-holdings-limited" target="_blank" data-smartkarma-citation="entities:8375:1" rel="noopener">Shimao Property (813 HK)</a></strong>. </li>
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Keisei Electric Railway Co (9009 JP)'s extreme bifurcation with Oriental Land (4661 JP), widens even more. The holding in Oriental Land is now worth 275% of Keisei's market cap. 
The fact that we don't KNOW what Murakami-san did and Shinsei Bank (8303 JP) shares fell in large volume Friday AND pro-ration was 100% will lead to higher-than-expectd volatility.
The placement, the pledge, the connected party transaction, and a large parcel of shares moving into CCASS (ostensibly the founder/chairman's), suggest all is not well with Shimao Property (813 HK). 


Last Week in Event SPACE: Keisei Electric, Shinsei Bank, Shimao, Sawada, Virtus, Senex Energy

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<li>
<strong><a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a></strong> has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02466357-2A1345825?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an unsolicited, non-binding Offer from BGH Capital, by way of a Scheme, at A$7.10/share, in cash, a 36% premium to last close.</li>
<li>BHH is also proposing a cash/scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to continue their investment in Virtus.</li>
<li>The Offer arrives after the ACCC sought an order from the Federal Court preventing the proposed acquisition of Adora Fertility and three day hospitals from <strong><a href="https://www.smartkarma.com/entities/healius-ltd-6d4d947d-ad32-4aea-b2d8-265f5768b55e" target="_blank" data-smartkarma-citation="entities:14208:1" rel="noopener">Healius (HLS AU)</a></strong>.</li>
</ul>



Virtus Health (VRT AU) has announced an unsolicited, non-binding Offer from BGH Capital, by way of a Scheme, at A$7.10/share, in cash, a 36% premium to last close.
BHH is also proposing a cash/scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to continue their investment in Virtus.
The Offer arrives after the ACCC sought an order from the Federal Court preventing the proposed acquisition of Adora Fertility and three day hospitals from Healius (HLS AU).


Virtus Health (VRT AU): BGH Capital's Non-Binding Proposal

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<p>Back on the 30 April, Australian listed aged-care operator <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> announced it had received a non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share. Calvary <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382224-3A568448?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">increased</a> the indicative Offer price to A$1.20/share on the 5 June and was granted due diligence. Ten days later the Bolton Clarke Group <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384417-3A568803?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">made</a> an indicative proposal by way of a Scheme, at A$1.22/share, and was also afforded DD. Then JHC <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02399332-3A571403?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> on the 27 July that it has entered into a Scheme Implementation Deed with Calvary, by way of a Scheme at A$1.40/share. </p>
<p>The Scheme Booklet is now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02423064-3A576132?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">out</a> with the Scheme Meeting on the 21 October and payment on the 5 November, assuming the Scheme resolutions are approved.</p>
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<p>This looks done and should continue to trade tight to terms. </p>
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Back on the 30 April, Australian listed aged-care operator Japara Healthcare (JHC AU) announced it had received a non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share. Calvary increased the indicative Offer price to A$1.20/share on the 5 June and was granted due diligence. Ten days later the Bolton Clarke Group made an indicative proposal by way of a Scheme, at A$1.22/share, and was also afforded DD. Then JHC announced on the 27 July that it has entered into a Scheme Implementation Deed with Calvary, by way of a Scheme at A$1.40/share. 
The Scheme Booklet is now out with the Scheme Meeting on the 21 October and payment on the 5 November, assuming the Scheme resolutions are approved.


This looks done and should continue to trade tight to terms. 


Japara Healthcare (JHC AU): 21st October Scheme Meeting

<div>
<p>On the 30 April, aged-care Australian listed operator <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> announced it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.</p>
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<div>
<p>On the 5 June, Calvary <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382224-3A568448?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">increased</a> the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to grant Calvary due diligence access.</p>
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<div>
<p>On the 15 June, the Bolton Clarke Group <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384417-3A568803?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">made</a> a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer was subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. </p>
</div>
<div>
<p>Due diligence access, consistent with that afforded to Calvary, was also provided.</p>
<p>JHC has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02399332-3A571403?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> that it has entered into a Scheme Implementation Deed (SID) with Calvary, by way of a Scheme at A$1.40/share. The consideration will be reduced by any dividends paid. </p>
<p>JHC's board of directors have unanimously recommended the Scheme, in the absence of a superior proposal and subject to an independent expert concluding the Scheme is fair &amp; reasonable. </p>
<p>This looks done &amp; dusted. </p>
</div>


On the 30 April, aged-care Australian listed operator Japara Healthcare (JHC AU) announced it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.


On the 5 June, Calvary increased the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to grant Calvary due diligence access.


On the 15 June, the Bolton Clarke Group made a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer was subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. 


Due diligence access, consistent with that afforded to Calvary, was also provided.
JHC has now announced that it has entered into a Scheme Implementation Deed (SID) with Calvary, by way of a Scheme at A$1.40/share. The consideration will be reduced by any dividends paid. 
JHC's board of directors have unanimously recommended the Scheme, in the absence of a superior proposal and subject to an independent expert concluding the Scheme is fair &amp; reasonable. 
This looks done &amp; dusted. 


Japara Healthcare (JHC): Calvary Takes Charge

<div>
<p>Back on the 30 April, aged-care Aussie listed operator <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> made an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02369261-3A566260?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announcement</a> it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.</p>
<p>On the 5 June, Calvary <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382224-3A568448?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumped</a> the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to Offer Calvary due diligence access.</p>
<p>Now the Bolton Clarke Group has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384417-3A568803?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">made</a> a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer is subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. </p>
<p>Due diligence access, consistent with that afforded to Calvary, has been provided.</p>
<p>Shares jumped 8% on the news and closed at A$1.275/share.</p>
<div>More below the fold.</div>
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<p></p>
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Back on the 30 April, aged-care Aussie listed operator Japara Healthcare (JHC AU) made an announcement it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.
On the 5 June, Calvary bumped the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to Offer Calvary due diligence access.
Now the Bolton Clarke Group has made a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer is subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. 
Due diligence access, consistent with that afforded to Calvary, has been provided.
Shares jumped 8% on the news and closed at A$1.275/share.
More below the fold.





Japara Healthcare (JHC AU): Bolton Clarke Spoils Calvary's Charge

Australia

Regis Healthcare Limited is a treatment program that offers Family Therapy, Clinical Psychology, Education and Occupational Therapy.

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Regis Healthcare (REG AU)

Last Week in Event SPACE: Keisei Electric, Shinsei Bank, Shimao, Sawada, Virtus, Senex Energy

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Virtus Health (VRT AU): BGH Capital's Non-Binding Proposal

The Offer price appears fair with respect to peers and precedent transactions. Trading at a tight gross spread of ~1.7%, with a possibility of a...

David Blennerhassett

Japara Healthcare (JHC AU): 21st October Scheme Meeting

This is done (and why this insight is labelled bullish) and trading tight at 0.7%/5.6% gross spread. This is not a super liquid arb situation.

David Blennerhassett

Japara Healthcare (JHC): Calvary Takes Charge

This is done. Currently trading at a 1.8%/6.4% gross spread, assuming this completes early November. You could play the spread, although it is not...

David Blennerhassett

Japara Healthcare (JHC AU): Bolton Clarke Spoils Calvary's Charge

Despite the potential for a bidding war, JHC looks fully priced here at ~A$1.28/share. I wouldn't chase it. And if you entered around the time of...

David Blennerhassett

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