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.

Event-Driven

<ul>
<li>The <a href="https://www.afr.com/street-talk/tyro-payments-suitor-potentia-capital-ups-bid-to-1-60-a-share-20221211-p5c5ek" target="_blank" rel="noopener">AFR reports</a> that Potentia has increased its offer for <a href="https://www.smartkarma.com/entities/tyro-payments-ltd" target="_blank" data-smartkarma-citation="entities:28393:1" rel="noopener">Tyro Payments (TYR AU)</a> by 26.0% from A$1.27 to A$1.60 per share, a 62.4% premium to the undisturbed price.</li>
<li>The revised offer remains light and likely to be rejected again by the Board. Grok’s get-out clause with Potentia now sets the floor price of a competing bid at A$1.85.</li>
<li>Potentia’s revised bid is the catalyst for the other rumoured suitors (<a href="https://www.smartkarma.com/entities/westpac-banking-corp" target="_blank" data-smartkarma-citation="entities:444:1" rel="noopener">Westpac Banking (WBC AU)</a> and Moneris) to get their act together. A competing offer of around A$2.00 is possible. </li>
</ul>


The AFR reports that Potentia has increased its offer for Tyro Payments (TYR AU) by 26.0% from A$1.27 to A$1.60 per share, a 62.4% premium to the undisturbed price.
The revised offer remains light and likely to be rejected again by the Board. Grok’s get-out clause with Potentia now sets the floor price of a competing bid at A$1.85.
Potentia’s revised bid is the catalyst for the other rumoured suitors (Westpac Banking (WBC AU) and Moneris) to get their act together. A competing offer of around A$2.00 is possible. 


Tyro Payments (TYR AU): Potentia Returns with a A$1.60 Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tyro-payments-ltd" target="_blank" data-smartkarma-citation="entities:28393:1" rel="noopener">Tyro Payments (TYR AU)</a> confirmed that it has “received approaches from several parties expressing interest in a potential change of control transaction, including <a href="https://www.smartkarma.com/entities/westpac-banking-corp" target="_blank" data-smartkarma-citation="entities:444:1" rel="noopener">Westpac Banking (WBC AU)</a>.”</li>
<li>Tyro previously rejected a A$1.27 offer from the Potentia consortium. Grok's get-out clause with Potentia sets the floor price of a competing bid at A$1.52 per share.</li>
<li>The last close of A$1.59 is higher than the floor price. Triangulating the value of a rival bid across several data points suggests a competing offer of around A$2.</li>
</ul>



Tyro Payments (TYR AU) confirmed that it has “received approaches from several parties expressing interest in a potential change of control transaction, including Westpac Banking (WBC AU).”
Tyro previously rejected a A$1.27 offer from the Potentia consortium. Grok's get-out clause with Potentia sets the floor price of a competing bid at A$1.52 per share.
The last close of A$1.59 is higher than the floor price. Triangulating the value of a rival bid across several data points suggests a competing offer of around A$2.


Tyro Confirms Westpac as One of the Interested Suitors

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tyro-payments-ltd" target="_blank" data-smartkarma-citation="entities:28393:1" rel="noopener">Tyro Payments (TYR AU)</a> rejected an indicative proposal from the Potentia consortium at A$1.27 per share as it was highly conditional and materially undervalued the business.</li>
<li>Grok, the largest shareholder will vote for a Potentia scheme unless there is a rival scheme which is A$0.25 per share higher than the value of the Potentia proposal.</li>
<li>Potentia's move puts Tyro in play, and Grok’s involvement will force the Board to get an improved offer and/or flush out a competing bidder. There is another round to go.</li>
</ul>



Tyro Payments (TYR AU) rejected an indicative proposal from the Potentia consortium at A$1.27 per share as it was highly conditional and materially undervalued the business.
Grok, the largest shareholder will vote for a Potentia scheme unless there is a rival scheme which is A$0.25 per share higher than the value of the Potentia proposal.
Potentia's move puts Tyro in play, and Grok’s involvement will force the Board to get an improved offer and/or flush out a competing bidder. There is another round to go.


Tyro in Play as It Rejects Potentia’s A$1.27 Offer

<ul>
<li>In response to an <a href="https://www.afr.com/street-talk/bain-capital-checks-out-eml-payments-bankers-chase-other-buyers-20220412-p5acvc" target="_blank" rel="noopener">AFR article</a>, <a href="https://www.smartkarma.com/entities/eml-payments-limited" target="_blank" data-smartkarma-citation="entities:3232:1" rel="noopener">EML Payments Limited (EML AU)</a> confirmed takeover interest from Bain Capital. However, discussions have ceased. The shares closed 10.5% higher at A$2.94. </li>
<li>The bombed-out share prices of payment companies have supported recent M&amp;A activity such as <a href="https://www.smartkarma.com/entities/afterpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:24047:1" rel="noopener">Afterpay Holdings (AFY AU)</a>/<a href="https://www.smartkarma.com/entities/square-inc" target="_blank" data-smartkarma-citation="entities:23755:1" rel="noopener">Square Inc (SQ US)</a> and <a href="https://www.smartkarma.com/entities/sezzle-inc" target="_blank" data-smartkarma-citation="entities:30969:1" rel="noopener">Sezzle Inc (SZL AU)</a>/<a href="https://www.smartkarma.com/entities/zip-co-ltd-3708706d-4978-4e29-acbc-d9702b971da9" target="_blank" data-smartkarma-citation="entities:29126:1" rel="noopener">Zip Co Ltd (Z1P AU)</a>.</li>
<li>Despite today’s pop, the shares are still 50% down over the last 12 months. EML’s market positioning and expected stronger 2HFY22 should continue to fuel takeover interest.</li>
</ul>


In response to an AFR article, EML Payments Limited (EML AU) confirmed takeover interest from Bain Capital. However, discussions have ceased. The shares closed 10.5% higher at A$2.94. 
The bombed-out share prices of payment companies have supported recent M&amp;A activity such as Afterpay Holdings (AFY AU)/Square Inc (SQ US) and Sezzle Inc (SZL AU)/Zip Co Ltd (Z1P AU).
Despite today’s pop, the shares are still 50% down over the last 12 months. EML’s market positioning and expected stronger 2HFY22 should continue to fuel takeover interest.


EML Payments Flirtation with Bain Likely Not the Last

Equity Analyst, LightStream Research

Shifara Samsudeen, ACMA, CGMA

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

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Equity Capital Markets

<a href="https://www.smartkarma.com/entities/paytm-mobile-solutions-pvt-ltd" target="_blank" data-smartkarma-citation="entities:26149:1" rel="noopener">Paytm (PAYTM IN)</a>, India’s largest digital ecosystem for consumers and merchants has opened its book-building which will run from 08th November to the 10th of November. Paytm plans to raise INR183bn (approx. US$2.4bn) through the issuance of a mix of new shares (approx. INR83bn) and existing shares (INR00bn) at an indicative price range of INR2,080-2,150 per share. At the above price range, Paytm will have a market capitalisation of INR1,351.1-1,396.6bn and a post-money enterprise value of INR1,254.1-1,296.8bn.<table class="table table-striped"><tbody>
<tr>
<td style="width: 192.0pt;">Paytm IPO Details</td>
<td style="width: 137.0pt;">@ INR2,080 </td>
<td style="width: 87.0pt;">@ INR2,150</td>
</tr>
<tr>
<td style="width: 192.0pt;">Shares Outstanding Pre-IPO (m)</td>
<td style="width: 137.0pt;">                                            609.7</td>
<td style="width: 87.0pt;">                       609.7</td>
</tr>
<tr>
<td style="width: 192.0pt;">Offer Shares/New Shares Issued (m)</td>
<td style="width: 137.0pt;">                                              39.9</td>
<td style="width: 87.0pt;">                         38.6</td>
</tr>
<tr>
<td style="width: 192.0pt;">Total Shares Outstanding post-IPO (m)</td>
<td style="width: 137.0pt;">                                            649.6</td>
<td style="width: 87.0pt;">                       648.3</td>
</tr>
<tr>
<td style="width: 192.0pt;">Market Cap (INRm)</td>
<td style="width: 137.0pt;">                                1,351,111.5</td>
<td style="width: 87.0pt;">           1,393,788.4</td>
</tr>
<tr>
<td style="width: 192.0pt;">Post-Money Enterprise Value (INRm)</td>
<td style="width: 137.0pt;">                                1,254,116.5</td>
<td style="width: 87.0pt;">           1,296,793.4</td>
</tr>
</tbody></table>Source: Company disclosures (offer shares calculated by dividing new share issue of INR83bn by the IPO price, Enterprise value after adjusting for net debt and net IPO proceeds (we have assumed underwriting and other costs to be about 7.25% of gross proceeds) and cash and debt as of June 2021)The company has already raised INR82.3bn from anchor investors (about 45.0% of the total offer) ahead of its IPO at a price of INR2,150 per share, and according to the company, its cornerstone investment was oversubscribed by more than 10x. These anchor investors include BlackRock, Vanguard, CPPIB, BirlaMF and GIC.Paytm plans to use the net proceeds from the IPO on growing and strengthening its Paytm ecosystem, investing on new business initiatives, acquisitions and strategic partnerships and for other general corporate purposes.<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/240/442/original/image_54411635561636403842771.png?1636403843" class="editor-image img-responsive" data-smartkarma-image-id="240442"></figure>Source: Company disclosures

Paytm (PAYTM IN), India’s largest digital ecosystem for consumers and merchants has opened its book-building which will run from 08th November to the 10th of November. Paytm plans to raise INR183bn (approx. US$2.4bn) through the issuance of a mix of new shares (approx. INR83bn) and existing shares (INR00bn) at an indicative price range of INR2,080-2,150 per share. At the above price range, Paytm will have a market capitalisation of INR1,351.1-1,396.6bn and a post-money enterprise value of INR1,254.1-1,296.8bn.

Paytm IPO Details
@ INR2,080 
@ INR2,150


Shares Outstanding Pre-IPO (m)
                                            609.7
                       609.7


Offer Shares/New Shares Issued (m)
                                              39.9
                         38.6


Total Shares Outstanding post-IPO (m)
                                            649.6
                       648.3


Market Cap (INRm)
                                1,351,111.5
           1,393,788.4


Post-Money Enterprise Value (INRm)
                                1,254,116.5
           1,296,793.4

Source: Company disclosures (offer shares calculated by dividing new share issue of INR83bn by the IPO price, Enterprise value after adjusting for net debt and net IPO proceeds (we have assumed underwriting and other costs to be about 7.25% of gross proceeds) and cash and debt as of June 2021)The company has already raised INR82.3bn from anchor investors (about 45.0% of the total offer) ahead of its IPO at a price of INR2,150 per share, and according to the company, its cornerstone investment was oversubscribed by more than 10x. These anchor investors include BlackRock, Vanguard, CPPIB, BirlaMF and GIC.Paytm plans to use the net proceeds from the IPO on growing and strengthening its Paytm ecosystem, investing on new business initiatives, acquisitions and strategic partnerships and for other general corporate purposes.Source: Company disclosures

Paytm IPO: More Expensive than Global Payment Giants and SOTP Suggests More Than 40% Discount

United States

Shift4 Payments, Inc. provides payment processing solutions. The Company offers software for transaction and money transfer activities. Shift4 Payments serves customers in the United States.

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Shift4 Payments (FOUR US)

Tyro Payments (TYR AU): Potentia Returns with a A$1.60 Offer

Potentia's revised offer continues to remain light. Potentia’s latest move is the catalyst for other suitors such as Westpac and Moneris (rumoured)...

Arun George

Tyro Confirms Westpac as One of the Interested Suitors

The floor price of a competing bid at A$1.52 per share. Triangulating the value of a rival bid across several data points suggests a competing...

Arun George

Tyro in Play as It Rejects Potentia’s A$1.27 Offer

Potentia's move puts Tyro in play, and Grok’s involvement will force the Board to get an improved offer and/or flush out a competing bidder. There...

Arun George

EML Payments Flirtation with Bain Likely Not the Last

EML confirmed takeover interest from Bain Capital but discussions have ceased. EML’s market positioning and expected stronger 2HFY22 should...

Arun George

Paytm IPO: More Expensive than Global Payment Giants and SOTP Suggests More Than 40% Discount

With not so conservative assumptions, our SOTP valuation suggests that Paytm's shares are significantly overvalued at the IPO price range. At the...

Shifara Samsudeen, ACMA, CGMA

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