HK/China Healthcare Analyst (ex-Fosun Pharma)

Xinyao (Criss) Wang

Equity Bottom-Up

<ul>
<li>Based on our forecast, growth may be under pressure in 2025, but would recover in 2026/2027.The Cancellation Price is attractive for investors who want to cash out in short term.</li>
<li>Some long-term investors may hope to see an improvement in Fengxiang's fundementals and long-term performance after PAG/Abu Dhabi Investment step in. Their attitude may bring uncertainties to the privatization.</li>
<li>The business logic of PAG is not a simple financial investment, but a higher pursuit. Fengxiang is a high-quality asset for PAG.Share Alternative Offer could help increase the success rate</li>
</ul>


Based on our forecast, growth may be under pressure in 2025, but would recover in 2026/2027.The Cancellation Price is attractive for investors who want to cash out in short term.
Some long-term investors may hope to see an improvement in Fengxiang's fundementals and long-term performance after PAG/Abu Dhabi Investment step in. Their attitude may bring uncertainties to the privatization.
The business logic of PAG is not a simple financial investment, but a higher pursuit. Fengxiang is a high-quality asset for PAG.Share Alternative Offer could help increase the success rate


Shandong Fengxiang (9977.HK) Privatization - Long-Term Investors May Be Unhappy with the Offer Price

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>When <a href="https://www.smartkarma.com/entities/shandong-fengxiang-co-ltd-h" target="_blank" data-smartkarma-citation="entities:29164:1" rel="noopener">Shandong Fengxiang (9977 HK)</a> was suspended last month due to the Takeovers Code, I expected PAG to launch an Offer by way of a Merger by Absorption at ~HK$2.00.</li>
<li>And that is exactly what unfolded. The price, which is a 33.33% premium to last close is final. 42.35% of independent H-shareholders are supportive. A scrip alternative is afforded.</li>
<li>PAG was permitted to take control of Fengxiang, via the domestic shares, late 2022. There will be no regulatory roadblock as PAG now seeks to privatise Fengxiang. </li>
</ul>


When Shandong Fengxiang (9977 HK) was suspended last month due to the Takeovers Code, I expected PAG to launch an Offer by way of a Merger by Absorption at ~HK$2.00.
And that is exactly what unfolded. The price, which is a 33.33% premium to last close is final. 42.35% of independent H-shareholders are supportive. A scrip alternative is afforded.
PAG was permitted to take control of Fengxiang, via the domestic shares, late 2022. There will be no regulatory roadblock as PAG now seeks to privatise Fengxiang. 


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>
<a href="https://www.smartkarma.com/entities/shandong-fengxiang-co-ltd-h" target="_blank" data-smartkarma-citation="entities:29164:1" rel="noopener">Shandong Fengxiang (9977 HK)</a> has disclosed a preconditional privatisation offer from PAG, the controlling shareholder, at HK$2.00 per H share, a 33.3% premium to the undisturbed price.  </li>
<li>The precondition relates to regulatory approvals. The key conditions for the privatisation will be approval by at least 75% independent H Shareholders (&lt;10% of all independent H Shareholders rejection). </li>
<li>The shareholders with blocking stakes which have not provided irrevocables will likely be supportive as the offer is reasonable and there is a potential scrip alternative. </li>
</ul>



Shandong Fengxiang (9977 HK) has disclosed a preconditional privatisation offer from PAG, the controlling shareholder, at HK$2.00 per H share, a 33.3% premium to the undisturbed price.  
The precondition relates to regulatory approvals. The key conditions for the privatisation will be approval by at least 75% independent H Shareholders (&lt;10% of all independent H Shareholders rejection). 
The shareholders with blocking stakes which have not provided irrevocables will likely be supportive as the offer is reasonable and there is a potential scrip alternative. 


Fengxiang (9977 HK): PAG’s Preconditional Privatisation Offer at HK$2.00

<ul>
<li>The controlling shareholders of <a href="https://www.smartkarma.com/entities/shandong-fengxiang-co-ltd-h" target="_blank" data-smartkarma-citation="entities:29164:1" rel="noopener">Shandong Fengxiang Co Ltd-H (9977 HK)</a>,  a company engaged in chicken breeding, slaughtering, and processing, are unable to meet their debts.</li>
<li>As such, these shareholders who hold 70.92% of shares out in Fengxiang, via domestic shares, have been forced into a judicial auction, the completion of which may trigger an MGO. </li>
<li>Taking pointers from <a href="https://www.smartkarma.com/entities/shanghai-dongzheng-automotive-finance-co-ltd" target="_blank" data-smartkarma-citation="entities:27984:1" rel="noopener">Dongzheng Automotive Finance (2718 HK)</a>'s recent auction means we back out a possible payment around late December - on the assumption an unconditional MGO is triggered.</li>
</ul>


The controlling shareholders of Shandong Fengxiang Co Ltd-H (9977 HK),  a company engaged in chicken breeding, slaughtering, and processing, are unable to meet their debts.
As such, these shareholders who hold 70.92% of shares out in Fengxiang, via domestic shares, have been forced into a judicial auction, the completion of which may trigger an MGO. 
Taking pointers from Dongzheng Automotive Finance (2718 HK)'s recent auction means we back out a possible payment around late December - on the assumption an unconditional MGO is triggered.


Fengxiang (9977 HK): MGO Expected To Follow Judicial Auction

<ul>
<li>
<a href="https://www.smartkarma.com/entities/shandong-fengxiang-co-ltd-h" target="_blank" data-smartkarma-citation="entities:29164:1" rel="noopener">Shandong Fengxiang (9977 HK)</a> entered a trading halt “pending the release of an announcement pursuant to the Code on Takeovers and Mergers.” PAG, the controlling shareholder, likely aims to privatise Fengxiang. </li>
<li>The offer will likely be structured as a privatisation by merger by absorption requiring approval by at least 75% of independent H Shareholders (&lt;10% of all independent H Shareholders rejection). </li>
<li>The presence of several substantial shareholders necessitates a reasonable offer. An offer of HK$1.80-2.00 (a 21%—33% premium to the last close) could win over these shareholders' backing.</li>
</ul>



Shandong Fengxiang (9977 HK) entered a trading halt “pending the release of an announcement pursuant to the Code on Takeovers and Mergers.” PAG, the controlling shareholder, likely aims to privatise Fengxiang. 
The offer will likely be structured as a privatisation by merger by absorption requiring approval by at least 75% of independent H Shareholders (&lt;10% of all independent H Shareholders rejection). 
The presence of several substantial shareholders necessitates a reasonable offer. An offer of HK$1.80-2.00 (a 21%—33% premium to the last close) could win over these shareholders' backing.


Fengxiang (9977 HK): Privatisation by PAG?

China

Shandong Fengxiang Co.,Ltd manufactures and processes poultry meat products. The Company processes, exports, and distributes poultry, chickens, and meats products. Shandong Fengxiang markets its products primarily throughout China with limited overseas.

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Shandong Fengxiang (9977 HK)