Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>There are currently 49  - mostly firm - transactions currently being discussed and analysed on Smartkarma. </li>
<li>New deals this week include: <strong><a href="https://www.smartkarma.com/entities/quantum-health-group-limited" target="_blank" data-smartkarma-citation="entities:9494:1" rel="noopener">Quantum Health Group (QTM AU)</a></strong>, <strong><a href="https://www.smartkarma.com/entities/toppan-forms-co-ltd" target="_blank" data-smartkarma-citation="entities:5061:1" rel="noopener">Toppan Forms (7862 JP)</a></strong>, <strong><a href="https://www.smartkarma.com/entities/katakura-industries-co-ltd" target="_blank" data-smartkarma-citation="entities:2007:1" rel="noopener">Katakura Industries (3001 JP)</a></strong>, and <strong><a href="https://www.smartkarma.com/entities/nissei-corp" target="_blank" data-smartkarma-citation="entities:10064:1" rel="noopener">Nissei Corp (6271 JP)</a></strong>.</li>
<li>Keys updates took place for: <strong><a href="https://www.smartkarma.com/entities/sydney-airport" target="_blank" data-smartkarma-citation="entities:19063:1" rel="noopener">Sydney Airport (SYD AU)</a></strong>,<strong><a href="https://www.smartkarma.com/entities/oil-search-ltd" target="_blank" data-smartkarma-citation="entities:773:1" rel="noopener">Oil Search Ltd (OSH AU)</a></strong>, <strong><a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super (9919 JP)</a></strong>, <strong><a href="https://www.smartkarma.com/entities/nippo-corp" target="_blank" data-smartkarma-citation="entities:2583:1" rel="noopener">Nippo Corp (1881 JP)</a></strong>, and <strong><a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP). </a></strong>
</li>
</ul>


There are currently 49  - mostly firm - transactions currently being discussed and analysed on Smartkarma. 
New deals this week include: Quantum Health Group (QTM AU), Toppan Forms (7862 JP), Katakura Industries (3001 JP), and Nissei Corp (6271 JP).
Keys updates took place for: Sydney Airport (SYD AU),Oil Search Ltd (OSH AU), Kansai Super (9919 JP), Nippo Corp (1881 JP), and Singapore Press Holdings (SPH SP). 



Asia-Pac Weekly Risk Arb Summary: Sydney Airport, Oil Search, Nippo, Singapore Press, Toppan Forms

<ul>
<li>
<a href="https://www.smartkarma.com/entities/oil-search-ltd" target="_blank" data-smartkarma-citation="entities:773:1" rel="noopener">Oil Search Ltd (OSH AU)</a>'s Scheme Booklet is now out.</li>
<li>The Scheme Meeting will be held on the 7 December. The Independent Export says the Offer is fair.</li>
<li>Separately, PNG's competition watchdog has announced that it has received an Authorisation Application from <a href="https://www.smartkarma.com/entities/santos-ltd" target="_blank" data-smartkarma-citation="entities:711:1" rel="noopener">Santos Ltd (STO AU)</a> concerning its proposed merger with Oil Search.</li>
</ul>



Oil Search Ltd (OSH AU)'s Scheme Booklet is now out.
The Scheme Meeting will be held on the 7 December. The Independent Export says the Offer is fair.
Separately, PNG's competition watchdog has announced that it has received an Authorisation Application from Santos Ltd (STO AU) concerning its proposed merger with Oil Search.


Oil Search (OSH AU): Scheme Booklet Out. Meeting on 7 December

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.

<p><a href="https://www.smartkarma.com/entities/sydney-airport" target="_blank" data-smartkarma-citation="entities:19063:1" rel="noopener">Sydney Airport (SYD AU)</a> is Australia’s largest airport and the only listed airport on ASX. Sydney Airport has received a binding proposal and entered a scheme implementation deed (SID) with the Sydney Aviation Alliance consortium.</p><p>The offer price is A$8.75 per share is a 52% premium to the unaffected price of A$5.75 (1 July). The offer is also a marginal 3.6% bump to the first revised offer of A$8.45 per share received from the consortium on 16 August.</p><p>UniSuper will reinvest its 15.01% equity interest for an equivalent equity interest in the consortium’s holding vehicle. The scheme is conditional on shareholder approval, ACCC approval, FIRB approval and EU merger clearance. The scheme meeting is scheduled for 24 January 2022 with an implementation date of 21 February 2022.  </p><div class="content-highlight"><p>The offer will prove attractive to shareholders who are looking for valuation certainty in an environment where the pace of the recovery in international air travel remains unclear. At the last close price of A$8.46, the gross spread is 3.4% and the annualised spread to the implementation date is 12.3%.</p></div>

Sydney Airport (SYD AU) is Australia’s largest airport and the only listed airport on ASX. Sydney Airport has received a binding proposal and entered a scheme implementation deed (SID) with the Sydney Aviation Alliance consortium.The offer price is A$8.75 per share is a 52% premium to the unaffected price of A$5.75 (1 July). The offer is also a marginal 3.6% bump to the first revised offer of A$8.45 per share received from the consortium on 16 August.UniSuper will reinvest its 15.01% equity interest for an equivalent equity interest in the consortium’s holding vehicle. The scheme is conditional on shareholder approval, ACCC approval, FIRB approval and EU merger clearance. The scheme meeting is scheduled for 24 January 2022 with an implementation date of 21 February 2022.  The offer will prove attractive to shareholders who are looking for valuation certainty in an environment where the pace of the recovery in international air travel remains unclear. At the last close price of A$8.46, the gross spread is 3.4% and the annualised spread to the implementation date is 12.3%.

Sydney Airport Enters a Scheme Implementation Deed

Australian Pharmaceutical Industries / Event-Driven

<div>
<p>On the 12 July, wholesale and retail pharmacy operator <a href="https://www.smartkarma.com/entities/19399" target="_blank" data-smartkarma-citation="entities:19399:1" rel="noopener">Australian Pharmaceutical Industries (API AU)</a> (API) <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02394187-3A570533?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an indicative, non-binding Offer from <a href="https://www.smartkarma.com/entities/wesfarmers-ltd" target="_blank" data-smartkarma-citation="entities:1104:1" rel="noopener">Wesfarmers Ltd (WES AU)</a> by way of a Scheme at $1.38/share,  a 20.5% premium to last close. </p>
<p>Separately, Wesfarmers entered into an agreement with API's largest shareholder <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> (WHSP), such that WHSP will vote its 19.3% interest in favour of Wesfarmers' proposal, in the absence of a superior Offer. Additionally, the agreement also included an option for Wesfarmers to acquire WHSP’s shares in the event Wesfarmers intended to match or exceed any competing proposal which API received.</p>
</div>
<div>
<p>The proposal appeared opportunistic and the API board agreed and rejected the proposed Offer on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02400478-3A571605?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">29 July</a> on grounds it undervalued API, was not compelling, and was not in the best interest of shareholders. </p>
</div>
<div>
<p>On the 16 September Wesfarmers and API entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02422163-3A575967?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">process deed</a> after Wesfarmers bumped the Offer by 12.3% to A$1.55/share. A fully franked dividend of A$0.05/share was permitted (including the A$0.02/share final dividend <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02442833-3A579494?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">declared</a> by API for the financial year ended 31 August 2021), which will reduce the cash consideration if paid. WHSP remained supportive. API granted Wesfarmers exclusive due diligence until the 16 October. The proposal was also subject to ACCC clearance.</p>
</div>
<p>API then <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02426356-3A576689?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> on the 27 September it had received a non-binding proposal from <a href="https://www.smartkarma.com/entities/sigma-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:15966:1" rel="noopener">Sigma Healthcare (SIG AU)</a>. API shareholders would receive an implied A$1.57/share under Sigma’s cash-and-stock proposal. A similar franked dividend, to the one in the Wesfarmers' proposal, was also permitted. Confirmatory due diligence was afforded. Of interest, this was the third attempt by Australia's two largest pharmaceutical distributors to merge: the first was rejected by the ACCC in 2002, and the second was rejected by Sigma (when API was the acquiror) in 2019 (<em><a href="https://skr.ma/araq7" target="_blank" rel="noopener">API Tilts at Sigma Healthcare: Expect More</a></em>).</p>
<div>
<div id="ember4003" data-smartkarma-discusison="113469">
<div data-ember-action="" data-ember-action-4004="4004">
<div>
<div>
<p>Pursuant to the undertaking agreement with WHSP, Wesfarmers acquired a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02432448-6A1054678?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">19.3% stake</a> in API on 7 October. Sigma subsequently dropped its proposal on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02448000-3A580348?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">5 November</a>. </p>
<p>That left Wesfarmers in the driving seat. DD was expected to expire on the 16 October.  In its FY21 results API <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02442841-3A579496?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> it not received and agreed to a final offer with Wesfarmers. But I couldn't see Wesfarmers simply sitting on a 19.3% stake. It's not their MO to make small acquisitions and sit tight. </p>
<p><strong>The New News</strong></p>
</div>
</div>
</div>
</div>
</div>
<div>
<p>Today Wesfarmers entered into a Scheme Implementation Deed (SID) with API for a cash consideration of $1.55/share, including the payment of fully franked dividends up to a maximum of A$0.05/share per API share.</p>
<p>The transaction has unanimous API board support. The Scheme is subject to API shareholder approval, ACCC approval, no material adverse change, and no prescribed occurrences.</p>
<p>The Scheme is expected to be wrapped up in the 1Q22.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


On the 12 July, wholesale and retail pharmacy operator Australian Pharmaceutical Industries (API AU) (API) announced an indicative, non-binding Offer from Wesfarmers Ltd (WES AU) by way of a Scheme at $1.38/share,  a 20.5% premium to last close. 
Separately, Wesfarmers entered into an agreement with API's largest shareholder Washington H. Soul Pattinson and Co. Ltd (SOL AU) (WHSP), such that WHSP will vote its 19.3% interest in favour of Wesfarmers' proposal, in the absence of a superior Offer. Additionally, the agreement also included an option for Wesfarmers to acquire WHSP’s shares in the event Wesfarmers intended to match or exceed any competing proposal which API received.


The proposal appeared opportunistic and the API board agreed and rejected the proposed Offer on the 29 July on grounds it undervalued API, was not compelling, and was not in the best interest of shareholders. 


On the 16 September Wesfarmers and API entered into a process deed after Wesfarmers bumped the Offer by 12.3% to A$1.55/share. A fully franked dividend of A$0.05/share was permitted (including the A$0.02/share final dividend declared by API for the financial year ended 31 August 2021), which will reduce the cash consideration if paid. WHSP remained supportive. API granted Wesfarmers exclusive due diligence until the 16 October. The proposal was also subject to ACCC clearance.

API then announced on the 27 September it had received a non-binding proposal from Sigma Healthcare (SIG AU). API shareholders would receive an implied A$1.57/share under Sigma’s cash-and-stock proposal. A similar franked dividend, to the one in the Wesfarmers' proposal, was also permitted. Confirmatory due diligence was afforded. Of interest, this was the third attempt by Australia's two largest pharmaceutical distributors to merge: the first was rejected by the ACCC in 2002, and the second was rejected by Sigma (when API was the acquiror) in 2019 (API Tilts at Sigma Healthcare: Expect More).





Pursuant to the undertaking agreement with WHSP, Wesfarmers acquired a 19.3% stake in API on 7 October. Sigma subsequently dropped its proposal on the 5 November. 
That left Wesfarmers in the driving seat. DD was expected to expire on the 16 October.  In its FY21 results API said it not received and agreed to a final offer with Wesfarmers. But I couldn't see Wesfarmers simply sitting on a 19.3% stake. It's not their MO to make small acquisitions and sit tight. 
The New News






Today Wesfarmers entered into a Scheme Implementation Deed (SID) with API for a cash consideration of $1.55/share, including the payment of fully franked dividends up to a maximum of A$0.05/share per API share.
The transaction has unanimous API board support. The Scheme is subject to API shareholder approval, ACCC approval, no material adverse change, and no prescribed occurrences.
The Scheme is expected to be wrapped up in the 1Q22.


More below the fold.


Aussie Pharm (API AU) Enters Into Scheme With Wesfarmers

<p><a href="https://www.smartkarma.com/entities/sydney-airport" target="_blank" data-smartkarma-citation="entities:19063:1" rel="noopener">Sydney Airport (SYD AU)</a> granted the Sydney Aviation Alliance (SAA) non-exclusive due diligence on the 13 September after receiving an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02420402-2A1322873?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">A$8.75/share conditional proposal</a> - a 51% premium to the undisturbed price on the 4 July 2021. This followed rejections from SYD of an $8.25/share proposal on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02395613-2A1310027?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">15 July</a>, and an $8.45 bid on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02407025-2A1315596?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">16 August.</a></p>
<p>That due diligence was expected to take 4 weeks from entry into the Non-Disclosure Agreement. On the 18 October, SYD <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437044-2A1331673?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> the DD period had concluded and that it continues "<em>to negotiate the relevant transaction documents with a view to the parties seeking their respective internal approvals over the coming week</em>s". </p>
<p><strong>The New News</strong></p>
<p>This morning SYD <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02448561-2A1337052?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">entered into</a> a Scheme Implementation Agreement (SID) with SAA. The offer consideration is unchanged at A$8.75/share. As previously indicated, UniSuper (SYD's largest shareholder with 15.01%) will roll over its equity stake into the Consortium, rather than receive the cash consideration.</p>
<p>The bid values SYD’s equity at $23.6bn. It is the largest ever cash-bid for an Aussie-listed company.</p>
<p>In addition to the Scheme vote, the key condition to the deal is ACCC approval, in which an informal review kicked off last month. </p>
<p>More below the fold. </p>

Sydney Airport (SYD AU) granted the Sydney Aviation Alliance (SAA) non-exclusive due diligence on the 13 September after receiving an A$8.75/share conditional proposal - a 51% premium to the undisturbed price on the 4 July 2021. This followed rejections from SYD of an $8.25/share proposal on the 15 July, and an $8.45 bid on the 16 August.
That due diligence was expected to take 4 weeks from entry into the Non-Disclosure Agreement. On the 18 October, SYD said the DD period had concluded and that it continues "to negotiate the relevant transaction documents with a view to the parties seeking their respective internal approvals over the coming weeks". 
The New News
This morning SYD entered into a Scheme Implementation Agreement (SID) with SAA. The offer consideration is unchanged at A$8.75/share. As previously indicated, UniSuper (SYD's largest shareholder with 15.01%) will roll over its equity stake into the Consortium, rather than receive the cash consideration.
The bid values SYD’s equity at $23.6bn. It is the largest ever cash-bid for an Aussie-listed company.
In addition to the Scheme vote, the key condition to the deal is ACCC approval, in which an informal review kicked off last month. 
More below the fold. 

Australia

Sydney Airport operates the Sydney, Australia airport. The Company develops and maintains the airport infrastructure and leases terminal space to airlines and retailers.

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Sydney Airport (SYD AU)

Asia-Pac Weekly Risk Arb Summary: Sydney Airport, Oil Search, Nippo, Singapore Press, Toppan Forms

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

Oil Search (OSH AU): Scheme Booklet Out. Meeting on 7 December

Trading relatively wide at 3%/36%. That looks reasonably attractive. The merger should be cleared by the ICCC. The National Court has already made...

David Blennerhassett

Sydney Airport Enters a Scheme Implementation Deed

Sydney Airport has entered a SID with the Sydney Aviation Alliance at A$8.75 per share. At the last close, the gross spread is 3.4% and the...

Arun George

Aussie Pharm (API AU) Enters Into Scheme With Wesfarmers

Trading at a 0.6%/2.3% gross/annualised spread, assuming late February completion. Unless you are a zero-rate or a low-rate taxpayer who can...

David Blennerhassett

Sydney Airport's (SYD AU) SID With SAA

Trading at a 6.1%/22.7% gross/annualised spread. That looks reasonable. ACCC is a risk. However, the Consortium's lawyer and bankers believe the...

David Blennerhassett

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