Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

When one looks upon the landscape of Japan's oil refineries - a delightful vista of 20th century industrialisation being left by the wayside in the move to EVs, solar power, "green" investment, etc, one small refinery stands out - the Keihin refinery of <a href="https://www.smartkarma.com/entities/toa-oil-co-ltd" target="_blank" data-smartkarma-citation="entities:11021:1" rel="noopener">Toa Oil Co Ltd (5008 JP)</a>. 
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<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/178/791/original/history-img12.jpg?1608048627" class="editor-image img-responsive" data-smartkarma-image-id="178791"></figure>
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Toa Oil's Keihin Refinery has a Nelson Complexity Index higher than any other refinery in Japan to my knowledge (the Nelson Complexity Index provides a measure of the ability of a refinery to process inputs into lighter product. The lighter the end product, the higher the complexity score on that particular line/output (crude goes into an atmospheric distillation process and comes out as several products which are subsequently treated by hydro- or merox treaters, subject to secondary distillation, or gas processing, then subject to FCC feeds, cokers, hydrocracking, isomerization, reformer stages, etc). The complexity score of a refinery is the weighted average complexity of its output lines. Toa Oil is in the very high teens whereas most major refiners just get to double digits or slightly above.
Generically, a refinery's Nelson Complexity Index/Score is a measure of the value of the refinery - both in cost terms and in terms of value-add. 
Toa Oil effectively sold itself to Showa Shell in 1979 then Showa Shell consolidated it in 2005 when activists were knocking on the door of cheap stocks and Toa placed shares with Showa Shell taking their ownership to 50.1%. Since then, Showa Shell (and now Idemitsu) has effectively used it as an outsourced capital asset. Huge sums were invested, and subsequently depreciated, and now the "book value" of the assets is effectively below 20% of the investment cost, and the book value of the refinery portion (not including the land or some of the financial assets related to the oil business in Japan (oil refining taxes stream through companies like this as both assets and liabilities because of the methodology applied)) is probably on the order of 10-15% of its replacement value. 
But Showa Shell used it, and now Idemitsu uses it, as a rented asset. Toa sells 90% of its output to Idemitsu, and generates electricity with much of the rest, which it sells to TEPCO. The business with Idemitsu is just a tolling charge. Idemitsu supplies crude, uses the refinery for a fee, then takes the product. If spreads are good, Idemitsu benefits. If spreads are low, Idemitsu effectively has the low-cost producer on tap at a low price. How is that tolling charge set? It's not clear. The arithmetic doesn't add up to arms' length or market pricing. The board of Toa is a couple of inexpert independents, a former customer (who is described as independent), one or two internal people, and four people from Idemitsu and Showa Shell. It would be surprising if it were NOT Idemitsu determining for Toa how much Toa was going to charge. Toa could, of course, negotiate fiercely. The CEO (a former Idemitsu man) who gets paid by the board (full of Idemitsu people) to rent its asset to Idemitsu at a rate which is completely uneconomic long-term and ignores the value built up over the years by shareholders. 
Today, after years of speculation, Idemitsu announced that it would launch a Tender Offer for Toa Oil to take out the minorities. It comes at ¥2450/share which is a 23% premium to last, a slight premium to book, a discount to the land value under the refinery, and a tiny fraction of the replacement value of the asset, but the "fair value" assessed by the independent valuation agent based on numbers supplied by the Target Company based on its contract with the parent company shows that the price is not too far off "fair", as long as the contract with its parent is fair, and one ignores what the real world value is.
The Tender Offer starts today and goes for 30 days. 
Because this was a clear situation of informational edge owned by the Acquiror, who controls the company and its board, in a highly technical industry, with highly-regulated processes and somewhat complex valuation methodologies, it would make total sense that the inexpert independent board members seek out expert help to value the complex asset in a complex business. Obviously, with the social demands of the Corporate Governance Code and last year's METI Fair M&amp;A Guidelines weighing heavily on the Toa directors, they would have ensured that they were extra careful to establish a fair process, including a market check, expert valuation, a majority of minority investor agreement, and separate advisors for the Special Committee. They would have gotten a fairness opinion.
Toa Oil minority shareholders, unfortunately, are left without any of that. 
There is a large foreign shareholder who has been buying who, given their buying activity, and their long-term average purchase price, is unlikely to be ecstatic with this price. But to see this get a bump, it probably needs more people getting upset.

When one looks upon the landscape of Japan's oil refineries - a delightful vista of 20th century industrialisation being left by the wayside in the move to EVs, solar power, "green" investment, etc, one small refinery stands out - the Keihin refinery of Toa Oil Co Ltd (5008 JP). 



Toa Oil's Keihin Refinery has a Nelson Complexity Index higher than any other refinery in Japan to my knowledge (the Nelson Complexity Index provides a measure of the ability of a refinery to process inputs into lighter product. The lighter the end product, the higher the complexity score on that particular line/output (crude goes into an atmospheric distillation process and comes out as several products which are subsequently treated by hydro- or merox treaters, subject to secondary distillation, or gas processing, then subject to FCC feeds, cokers, hydrocracking, isomerization, reformer stages, etc). The complexity score of a refinery is the weighted average complexity of its output lines. Toa Oil is in the very high teens whereas most major refiners just get to double digits or slightly above.
Generically, a refinery's Nelson Complexity Index/Score is a measure of the value of the refinery - both in cost terms and in terms of value-add. 
Toa Oil effectively sold itself to Showa Shell in 1979 then Showa Shell consolidated it in 2005 when activists were knocking on the door of cheap stocks and Toa placed shares with Showa Shell taking their ownership to 50.1%. Since then, Showa Shell (and now Idemitsu) has effectively used it as an outsourced capital asset. Huge sums were invested, and subsequently depreciated, and now the "book value" of the assets is effectively below 20% of the investment cost, and the book value of the refinery portion (not including the land or some of the financial assets related to the oil business in Japan (oil refining taxes stream through companies like this as both assets and liabilities because of the methodology applied)) is probably on the order of 10-15% of its replacement value. 
But Showa Shell used it, and now Idemitsu uses it, as a rented asset. Toa sells 90% of its output to Idemitsu, and generates electricity with much of the rest, which it sells to TEPCO. The business with Idemitsu is just a tolling charge. Idemitsu supplies crude, uses the refinery for a fee, then takes the product. If spreads are good, Idemitsu benefits. If spreads are low, Idemitsu effectively has the low-cost producer on tap at a low price. How is that tolling charge set? It's not clear. The arithmetic doesn't add up to arms' length or market pricing. The board of Toa is a couple of inexpert independents, a former customer (who is described as independent), one or two internal people, and four people from Idemitsu and Showa Shell. It would be surprising if it were NOT Idemitsu determining for Toa how much Toa was going to charge. Toa could, of course, negotiate fiercely. The CEO (a former Idemitsu man) who gets paid by the board (full of Idemitsu people) to rent its asset to Idemitsu at a rate which is completely uneconomic long-term and ignores the value built up over the years by shareholders. 
Today, after years of speculation, Idemitsu announced that it would launch a Tender Offer for Toa Oil to take out the minorities. It comes at ¥2450/share which is a 23% premium to last, a slight premium to book, a discount to the land value under the refinery, and a tiny fraction of the replacement value of the asset, but the "fair value" assessed by the independent valuation agent based on numbers supplied by the Target Company based on its contract with the parent company shows that the price is not too far off "fair", as long as the contract with its parent is fair, and one ignores what the real world value is.
The Tender Offer starts today and goes for 30 days. 
Because this was a clear situation of informational edge owned by the Acquiror, who controls the company and its board, in a highly technical industry, with highly-regulated processes and somewhat complex valuation methodologies, it would make total sense that the inexpert independent board members seek out expert help to value the complex asset in a complex business. Obviously, with the social demands of the Corporate Governance Code and last year's METI Fair M&amp;A Guidelines weighing heavily on the Toa directors, they would have ensured that they were extra careful to establish a fair process, including a market check, expert valuation, a majority of minority investor agreement, and separate advisors for the Special Committee. They would have gotten a fairness opinion.
Toa Oil minority shareholders, unfortunately, are left without any of that. 
There is a large foreign shareholder who has been buying who, given their buying activity, and their long-term average purchase price, is unlikely to be ecstatic with this price. But to see this get a bump, it probably needs more people getting upset. 

Idemitsu Launches Lowball Tender Offer for Subsidiary Toa Oil (5008)

European Event-Driven Analyst

Jesus Rodriguez Aguilar

<div>
With this report, I continue the monthly series on some of the main European holding companies that I deem interesting to long/short clients.
</div>
<div>
<ul>
<li>The current premium of <a href="https://www.smartkarma.com/entities/bhp-group-ltd" target="_blank" data-smartkarma-citation="entities:147:1" rel="noopener">BHP Group (BHP AU)</a> vs.  <a href="https://www.smartkarma.com/entities/bhp-billiton-plc" target="_blank" data-smartkarma-citation="entities:21840:1" rel="noopener">Bhp Billiton (BLT LN)</a>  is 23.5% (vs. 20.5% at the end of September), against a 10-year average of 14.2%.</li>
<li>
<a href="https://www.smartkarma.com/entities/corp-financiera-alba-sa" target="_blank" data-smartkarma-citation="entities:21245:1" rel="noopener">Corp Financiera Alba Sa (ALB SM)</a> is trading at a 43.8% discount to NAV (down from 49% at the end of October).</li>
<li>The discount to NAV of <a href="https://www.smartkarma.com/entities/groupe-bruxelles-lambert-sa" target="_blank" data-smartkarma-citation="entities:21332:1" rel="noopener">Groupe Bruxelles Lambert Sa (GBLB BB)</a> is 30.8%.</li>
<li>The discount in <a href="https://www.smartkarma.com/entities/heineken-holding-nv" target="_blank" data-smartkarma-citation="entities:21118:1" rel="noopener">Heineken Holding NV (HEIO NA)</a> relative to <a href="https://www.smartkarma.com/entities/heineken-nv" target="_blank" data-smartkarma-citation="entities:21117:1" rel="noopener">Heineken NV (HEIA NA)</a> is 12.3% (12.9% as of 30 October) vs. an average of 10.5% for the last 15 years, and 7.9% for the last five years.</li>
<li>
<a href="https://www.smartkarma.com/entities/industrivarden-ab" target="_blank" data-smartkarma-citation="entities:22395:1" rel="noopener">Industrivarden AB (INDUA SS)</a> C shares are trading at a 6.7% discount to NAV vs. 5.9% at the end of November.</li>
<li>The discount to NAV of <a href="https://www.smartkarma.com/entities/investor-ab" target="_blank" data-smartkarma-citation="entities:22397:1" rel="noopener">Investor AB (INVEB SS)</a> B shares has tightened to 15% (vs. 19% of 30 October) in line with the vaccine driven market rally.</li>
<li>
<a href="https://www.smartkarma.com/entities/kinnevik-ab" target="_blank" data-smartkarma-citation="entities:22407:1" rel="noopener">Investment Ab Kinnevik (KINVB SS)</a> B shares are trading at a 11.4% premium to NAV (vs a discount of 8.3% as of 30 September).</li>
<li>
<a href="https://www.smartkarma.com/entities/royal-dutch-shell-plc-98de2c77-62f2-46da-88eb-af269fb53d42" target="_blank" data-smartkarma-citation="entities:28510:1" rel="noopener">Royal Dutch Shell PLC (RDS/B US)</a> “B” shares trade in New York at a discount of approximately 4.1% with respect to the <a href="https://www.smartkarma.com/entities/royal-dutch-shell-plc-adr" target="_blank" data-smartkarma-citation="entities:792:1" rel="noopener">Royal Dutch Shell Plc (Adr) (RDS/A US)</a> “A” shares.</li>
<li>
<a href="https://www.smartkarma.com/entities/unilever-plc" target="_blank" data-smartkarma-citation="entities:22197:1" rel="noopener">Unilever PLC (ULVR LN)</a> said on 30 November that the company had completed the unification of its U.K. and Dutch listed entities.</li>
</ul>
</div>


With this report, I continue the monthly series on some of the main European holding companies that I deem interesting to long/short clients.



The current premium of BHP Group (BHP AU) vs.  Bhp Billiton (BLT LN)  is 23.5% (vs. 20.5% at the end of September), against a 10-year average of 14.2%.

Corp Financiera Alba Sa (ALB SM) is trading at a 43.8% discount to NAV (down from 49% at the end of October).
The discount to NAV of Groupe Bruxelles Lambert Sa (GBLB BB) is 30.8%.
The discount in Heineken Holding NV (HEIO NA) relative to Heineken NV (HEIA NA) is 12.3% (12.9% as of 30 October) vs. an average of 10.5% for the last 15 years, and 7.9% for the last five years.

Industrivarden AB (INDUA SS) C shares are trading at a 6.7% discount to NAV vs. 5.9% at the end of November.
The discount to NAV of Investor AB (INVEB SS) B shares has tightened to 15% (vs. 19% of 30 October) in line with the vaccine driven market rally.

Investment Ab Kinnevik (KINVB SS) B shares are trading at a 11.4% premium to NAV (vs a discount of 8.3% as of 30 September).

Royal Dutch Shell PLC (RDS/B US) “B” shares trade in New York at a discount of approximately 4.1% with respect to the Royal Dutch Shell Plc (Adr) (RDS/A US) “A” shares.

Unilever PLC (ULVR LN) said on 30 November that the company had completed the unification of its U.K. and Dutch listed entities.



Selected European Holdcos and DLCs: November Report

<a href="https://www.smartkarma.com/entities/royal-dutch-shell-plc-48d2d58c-023d-485f-887d-f13ca5f049f6" target="_blank" data-smartkarma-citation="entities:25197:1" rel="noopener">Royal Dutch Shell (RDSA NA)</a> retains two main listings in both London and Amsterdam, both are also traded at the NYSE as ADR:
<ul>
<li>RDSA NA/RDSA LN, more liquid in Amsterdam
<ul>
<li>A shares, converted from Royal Dutch Petroleum, subject to Dutch withholding tax (15%).</li>
<li>Primarily listed in Amsterdam, with a secondary listing in London. </li>
</ul>
</li>
<li>RDSB NA/RDSB LN more liquid in London.
<ul>
<li>B shares, converted from Shell Transport &amp; Trading.</li>
<li>There is no Dutch withholding tax on dividends paid on Royal Dutch Shell Class B ordinary shares or Class B ADSs provided that such dividends are paid on the Dividend Access Share pursuant to the Dividend Access Mechanism.</li>
</ul>
</li>
</ul>
“B” shares trade in New York at a discount of approximately 5% with respect to the “A” shares.
<ul>
<li>
The reason is the effect of Dutch withholding taxes and the tax arrangements, which also create complexity for share buybacks, which could make up a larger proportion of distributions in the future.
</li>
</ul>
Shell has acknowledged over the last years that it might like to combine both  shares, should tax treatments allow it.
<ul>
<li>Oil majors are building renewables/low carbon businesses. In this scenario, they could part-list the pure play, retaining the operational synergies with the wider group but crystallising valuation, which would allow accessing new capital pools and providing investors with greater optionality.</li>
</ul>
RDSB ADR is trading at a 5% discount to RDSA ADR, well above the 10-year average, which is a 2% premium to the B shares. I regard that discount level as attractive.
Trade: LONG RDSB ADR/SHORT RDSA ADR. Target: 2% premium.

Royal Dutch Shell (RDSA NA) retains two main listings in both London and Amsterdam, both are also traded at the NYSE as ADR:

RDSA NA/RDSA LN, more liquid in Amsterdam

A shares, converted from Royal Dutch Petroleum, subject to Dutch withholding tax (15%).
Primarily listed in Amsterdam, with a secondary listing in London. 


RDSB NA/RDSB LN more liquid in London.

B shares, converted from Shell Transport &amp; Trading.
There is no Dutch withholding tax on dividends paid on Royal Dutch Shell Class B ordinary shares or Class B ADSs provided that such dividends are paid on the Dividend Access Share pursuant to the Dividend Access Mechanism.



“B” shares trade in New York at a discount of approximately 5% with respect to the “A” shares.


The reason is the effect of Dutch withholding taxes and the tax arrangements, which also create complexity for share buybacks, which could make up a larger proportion of distributions in the future.


Shell has acknowledged over the last years that it might like to combine both  shares, should tax treatments allow it.

Oil majors are building renewables/low carbon businesses. In this scenario, they could part-list the pure play, retaining the operational synergies with the wider group but crystallising valuation, which would allow accessing new capital pools and providing investors with greater optionality.

RDSB ADR is trading at a 5% discount to RDSA ADR, well above the 10-year average, which is a 2% premium to the B shares. I regard that discount level as attractive.
Trade: LONG RDSB ADR/SHORT RDSA ADR. Target: 2% premium.

Unilever on the Verge of Unification, So... What About Royal Dutch Shell?

Chief Economist & Political Strategist, CrossASEAN Research

Prasenjit K. Basu

Chief Economist & Political Strategist

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Thematic (Sector/Industry)

President Trump has coordinated a global crude-oil production-restraint deal among OPEC (led by Saudi Arabia), Russia and other major producers (implicitly including the US), ending the Saudi-Russian price war that had briefly taken the Brent crude price below US$25/bbl and WTI to US$20/bbl (at the end of March 2020). At a minimum, this largest-ever crude output-reduction deal should ensure that Brent finds a sustained trough at US$25/bbl, likely settling closer to US$40/bbl -- still a third below prices that prevailed until two months ago. Global oil demand is slated to decline about 30% (from the 2019 consumption level of 100.1 million barrels per day, mmbd) in 2Q 2020. The deal agreed over the past 3 days will take 9.7 mmbd of OPEC supply off the market in May and June, 7.7m barrels/day for the rest of 2020, and 5.8m barrels/day in Jan-Apr 2021. The key hope is that lower prices will reduce US and Canadian production by 3 and 1 mmbd respectively, with marginal shale and oil-sands producers forced out of the market. Major G20 oil consumers like the US, China, Japan, India and South Korea are expected to add their heft to the deal by buying crude for their strategic petroleum reserves. We estimate (based on US EIA forecast assumptions) that, even after this agreement, global excess inventories will likely be close to 5 million barrels/day in 1H 2020 -- a massive overhang. Currently, massive excess oil inventories exist on tankers across the world, with the latest fortnight being the worst phase of the Covid-induced sudden stop in aviation and petrol (gasoline) use. Any durable stabilization of oil markets requires key global sources of oil demand -- the US, China, India, Japan -- to return to post-Covid normalcy. The US, slow to impose a nationwide lockdown, now appears unlikely to be able to resume economic activity before mid-June 2020. China's industrial and real-estate over-capacity will constrain its ability to ramp up production amid a slump in global demand. Near-term, Brent is thus likely to be closer to US$30/barrel, rising toward US$40/barrel only by mid-June. That stabilization of prices, however, will bolster the viability of non-OPEC production (including in net importers like China and India), lending some economic stability to the global oil complex. With Brent still remaining in a low-price equilibrium (about a third below prices that prevailed until mid-February 2020), the outcome will likely remain positive for the global economy and markets -- low enough to facilitate a gradual economic recovery in 2H 2020, but not so low as to induce massive bankruptcies among oil companies.

President Trump has coordinated a global crude-oil production-restraint deal among OPEC (led by Saudi Arabia), Russia and other major producers (implicitly including the US), ending the Saudi-Russian price war that had briefly taken the Brent crude price below US$25/bbl and WTI to US$20/bbl (at the end of March 2020). At a minimum, this largest-ever crude output-reduction deal should ensure that Brent finds a sustained trough at US$25/bbl, likely settling closer to US$40/bbl -- still a third below prices that prevailed until two months ago. Global oil demand is slated to decline about 30% (from the 2019 consumption level of 100.1 million barrels per day, mmbd) in 2Q 2020. The deal agreed over the past 3 days will take 9.7 mmbd of OPEC supply off the market in May and June, 7.7m barrels/day for the rest of 2020, and 5.8m barrels/day in Jan-Apr 2021. The key hope is that lower prices will reduce US and Canadian production by 3 and 1 mmbd respectively, with marginal shale and oil-sands producers forced out of the market. Major G20 oil consumers like the US, China, Japan, India and South Korea are expected to add their heft to the deal by buying crude for their strategic petroleum reserves. We estimate (based on US EIA forecast assumptions) that, even after this agreement, global excess inventories will likely be close to 5 million barrels/day in 1H 2020 -- a massive overhang. Currently, massive excess oil inventories exist on tankers across the world, with the latest fortnight being the worst phase of the Covid-induced sudden stop in aviation and petrol (gasoline) use. Any durable stabilization of oil markets requires key global sources of oil demand -- the US, China, India, Japan -- to return to post-Covid normalcy. The US, slow to impose a nationwide lockdown, now appears unlikely to be able to resume economic activity before mid-June 2020. China's industrial and real-estate over-capacity will constrain its ability to ramp up production amid a slump in global demand. Near-term, Brent is thus likely to be closer to US$30/barrel, rising toward US$40/barrel only by mid-June. That stabilization of prices, however, will bolster the viability of non-OPEC production (including in net importers like China and India), lending some economic stability to the global oil complex. With Brent still remaining in a low-price equilibrium (about a third below prices that prevailed until mid-February 2020), the outcome will likely remain positive for the global economy and markets -- low enough to facilitate a gradual economic recovery in 2H 2020, but not so low as to induce massive bankruptcies among oil companies.   

Trump Orchestrates an OPEC+ Production Cut with G20 Backing: Crude to Stay Low

I expected this deal to get to a Takeovers Panel-driven auction. I was wrong.
Thursday morning 19 December 2019 pre-open, as <a href="https://www.smartkarma.com/entities/just-eat-plc" target="_blank" data-smartkarma-citation="entities:22014:1" rel="noopener">Just Eat PLC (JE/ LN)</a> had traded above GBp800/share on the previous close after creeping up to GBp800 by themselves over a period of several days on speculation of a bidding war between Prosus and <a href="https://www.smartkarma.com/entities/takeaway-com-nv" target="_blank" data-smartkarma-citation="entities:28360:1" rel="noopener">Takeaway.com NV (TKWY NA)</a> and a rise in the share price of Takeaway, the bids stood at a revised cash bid of GBp740/share from Prosus and the original share-equivalent of GBp737/share from Takeaway.
Thursday morning Prosus announced a <a href="https://naspersstorageaccount.blob.core.windows.net/prodnaspersmedia/prosus/media/prosus/pdf/investors-announcement/increased-and-final-offer-announcement-dated-19-december-2019.pdf" target="_blank" rel="noopener">Revised and Final Offer</a> for Just Eat at GBp 800/share.
Thursday afternoon Takeaway.com responded with a sharply higher (+24.3%) scrip exchange ratio in its Final Offer for Just Eat shares, and reducing the level of acceptances required to complete the Offer to 50% plus 1 share (TKWY had 41.09% acceptances at the time). This temporarily "valued" Just Eat shares to a level above GBp900/share before Takeaway shares fell almost 10% from EUR88.90 to EUR80.25 by day-end.
That left the Prosus bid at GBp800 and the Takeaway bid at a share-equivalent level of GBp830.2. Both Offers are Final. Both close 10 January 2020. 
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/111/709/original/Screenshot%202019-12-23%20at%206.12.44%20PM.png?1577095983" class="editor-image img-responsive" data-smartkarma-image-id="111709"></figure>
<div class="content-caption">source: capitalIQ, investing.com, company filings, Quiddity</div>
BY Friday afternoon, Takeaway shares were at EUR 78.2/share and the equivalent was GBp807/share. This is, in terms of pricing, a toss-up. But for the moment, total acceptances sway well towards Takeaway.
<div class="content-highlight">
I continue to believe that at any place near the Prosus cash offer, Takeaway takes it away.
</div>
Remaining considerations discussed below.

I expected this deal to get to a Takeovers Panel-driven auction. I was wrong.
Thursday morning 19 December 2019 pre-open, as Just Eat PLC (JE/ LN) had traded above GBp800/share on the previous close after creeping up to GBp800 by themselves over a period of several days on speculation of a bidding war between Prosus and Takeaway.com NV (TKWY NA) and a rise in the share price of Takeaway, the bids stood at a revised cash bid of GBp740/share from Prosus and the original share-equivalent of GBp737/share from Takeaway.
Thursday morning Prosus announced a Revised and Final Offer for Just Eat at GBp 800/share.
Thursday afternoon Takeaway.com responded with a sharply higher (+24.3%) scrip exchange ratio in its Final Offer for Just Eat shares, and reducing the level of acceptances required to complete the Offer to 50% plus 1 share (TKWY had 41.09% acceptances at the time). This temporarily "valued" Just Eat shares to a level above GBp900/share before Takeaway shares fell almost 10% from EUR88.90 to EUR80.25 by day-end.
That left the Prosus bid at GBp800 and the Takeaway bid at a share-equivalent level of GBp830.2. Both Offers are Final. Both close 10 January 2020. 

source: capitalIQ, investing.com, company filings, Quiddity
BY Friday afternoon, Takeaway shares were at EUR 78.2/share and the equivalent was GBp807/share. This is, in terms of pricing, a toss-up. But for the moment, total acceptances sway well towards Takeaway.

I continue to believe that at any place near the Prosus cash offer, Takeaway takes it away.

Remaining considerations discussed below.

Just Eat Takeover Offers Bumped and Now Final - I Expect Takeaway Takes It Away

Netherlands

Shell PLC explores and refines petroleum products. The Company produces and imports fuels, chemicals, and lubricants, as well as operates service station networks. Shell serves clients worldwide.

Price Gauge
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Shell (RDSA NA)

Idemitsu Launches Lowball Tender Offer for Subsidiary Toa Oil (5008)

Idemitsu is 90% of revs, 50% of the ownership of Toa Oil. The business is not conducted at an arms' length basis so value has been transferred. Now...

Travis Lundy

Selected European Holdcos and DLCs: November Report

Holding companies have reduced their discount to NAV during November. Kinnevik is trading at a premium to NAV. Interesting trades are GBL, and in...

Jesus Rodriguez Aguilar

Unilever on the Verge of Unification, So... What About Royal Dutch Shell?

RDSB ADR is trading at a 5% discount to RDSA ADR, well above the 10-year average. I regard that discount level as attractive. Trade: Long RDSB ADR ...

Jesus Rodriguez Aguilar

Trump Orchestrates an OPEC+ Production Cut with G20 Backing: Crude to Stay Low

President Trump has coordinated a global crude-oil production-restraint deal among OPEC (led by Saudi Arabia), Russia and other major producers...

Prasenjit K. Basu

Just Eat Takeover Offers Bumped and Now Final - I Expect Takeaway Takes It Away

I expected this deal to get to a Takeovers Panel-driven auction. I was wrong. Thursday morning 19 December 2019 pre-open, as Just Eat PLC (JE/ LN)...

Travis Lundy

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