Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>Back on the 2 August, <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/afterpay-limited" target="_blank" data-smartkarma-citation="entities:26940:1" rel="noopener">Afterpay (APT AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02402191-3A571915?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> a firm merger, the completion of which will create Australia's largest-ever buyout. Under the terms of the Offer, by way of a Scheme, Afterpay shareholders will receive a fixed exchange ratio of 0.375 shares of Square Class A common stock for each Afterpay ordinary share. Based on Square’s closing price of US$247.26 on July 30, 2021, this represented an implied transaction price of ~A$126.21 per Afterpay share, or a premium of ~30.6%.</p>
<p>Yesterday Square's shareholders <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02447292-3A580232?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">approved</a> the issuance of Square shares for the acquisition of Afterpay.  This was shortly followed by the dispatch of the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02448085-3A580361?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Scheme Booklet</a>.</p>
<p>The Scheme Meeting will be held on the 6 December with expected implementation on the 18 January. The Independent Expert reckons the Offer is fair and reasonable. </p>
<p>More below the fold.</p>
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Back on the 2 August, Square Inc (SQ US) and Afterpay (APT AU) announced a firm merger, the completion of which will create Australia's largest-ever buyout. Under the terms of the Offer, by way of a Scheme, Afterpay shareholders will receive a fixed exchange ratio of 0.375 shares of Square Class A common stock for each Afterpay ordinary share. Based on Square’s closing price of US$247.26 on July 30, 2021, this represented an implied transaction price of ~A$126.21 per Afterpay share, or a premium of ~30.6%.
Yesterday Square's shareholders approved the issuance of Square shares for the acquisition of Afterpay.  This was shortly followed by the dispatch of the Scheme Booklet.
The Scheme Meeting will be held on the 6 December with expected implementation on the 18 January. The Independent Expert reckons the Offer is fair and reasonable. 
More below the fold.


Afterpay Ltd (APT AU)/Square (SQ US) Merger: Scheme Meeting Convened

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

<p>Ventia, an infrastructure services provider, aims to raise up to US$821m via a mix of selling primary and secondary shares, in its Australian IPO. Capital Group has already signed up as a cornerstone.</p><p>Ventia is an essential infrastructure services provider in Australia and New Zealand. It is one of the largest providers of maintenance services for critical public and private infrastructure.</p>

Ventia, an infrastructure services provider, aims to raise up to US$821m via a mix of selling primary and secondary shares, in its Australian IPO. Capital Group has already signed up as a cornerstone.Ventia is an essential infrastructure services provider in Australia and New Zealand. It is one of the largest providers of maintenance services for critical public and private infrastructure.

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<p>Vulcan Steel Limited (Vulcan), a pure-play value-added steel distributor and processor, raised around US$273m (A$371m) in its Australia and NZ IPO.</p>
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<p>Vulcan operates as a link between steel producers and bulk traders, and end-users. It has a network of 29 operating sites, 16 in Australia and 13 in New Zealand, through which it services over 7,000 customers, as of Jun 21. </p>
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<p>We covered various aspects of the deal in our earlier note, <a href="https://www.smartkarma.com/insights/vulcan-steel-limited-ipo-past-performance-looks-fine-but-margins-might-be-at-cyclical-highs" target="_blank" rel="noopener">Vulcan Steel Limited IPO - Past Performance Looks Fine but Margins Might Be at Cyclical Highs</a>.</p>
<p>In this note, we will look at deal dynamics and provide a table for valuation at different share price levels.</p>


Vulcan Steel Limited (Vulcan), a pure-play value-added steel distributor and processor, raised around US$273m (A$371m) in its Australia and NZ IPO.


Vulcan operates as a link between steel producers and bulk traders, and end-users. It has a network of 29 operating sites, 16 in Australia and 13 in New Zealand, through which it services over 7,000 customers, as of Jun 21. 

We covered various aspects of the deal in our earlier note, Vulcan Steel Limited IPO - Past Performance Looks Fine but Margins Might Be at Cyclical Highs.
In this note, we will look at deal dynamics and provide a table for valuation at different share price levels.

Vulcan Steel Limited IPO Trading - Don't See a Reason for Paying a Premium

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<p>Back on 13th July this year, Australia-based ready-made meal delivery company <a href="https://www.smartkarma.com/entities/youfoodz-holdings-ltd" target="_blank" data-smartkarma-citation="entities:33759:1" rel="noopener">Youfoodz Holdings (YFZ AU)</a> entered into a Scheme Implementation Deed with multinational meal-kit delivery company <a href="https://www.smartkarma.com/entities/hellofresh-ag" target="_blank" data-smartkarma-citation="entities:26000:1" rel="noopener">HelloFresh AG (HFG GR)</a>. This was discussed in <a href="https://www.smartkarma.com/profiles/janaghan-jeyakumar-cfa" target="_blank" data-smartkarma-citation="accounts:3173" rel="noopener">Janaghan Jeyakumar, CFA</a>'s insight: <em><a href="https://skr.ma/FgACa" target="_blank" rel="noopener">Youfoodz (YFZ AU): HelloFresh's Lowball Takeover Offer Difficult to Block But Not UnBumbable</a></em>. </p>
<p><em><strong>The Offer Price of A$0.93/share was 38% lower than the IPO Price of A$1.50/share in December 2020</strong></em>. This was a friendly all-cash Deal. Or as Janaghan put it, a Rescue Offer. Shareholders <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02433229-3A577805?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">approved</a> the Offer at the Scheme Meeting on the 8 October. </p>
<p>This brings us to online shopping rewards platform <a href="https://www.smartkarma.com/entities/cashrewards-ltd" target="_blank" data-smartkarma-citation="entities:34205:1" rel="noopener">Cashrewards (CRW AU)</a>, which has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02439381-2A1332732?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it has entered into a Bid Implementation Deed with ANZ Bank’s innovation and investment arm 1835i Group.</p>
<p>The Offer price of A$1.135/share is a 19.5% premium to last close, but a 35% discount to its IPO price last December.</p>
<p>Nevertheless, the Offer has unanimous board support, and Andrew Clarke, Alium Capital &amp; M&amp;S Skyleisure, with 39.4%, will tender into the Offer, in the absence of a superior proposal. 1835i currently holds 19%.</p>
<p>This looks done. It may jog a competing Offer, but ANZ has an effective lock on the company.</p>
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Back on 13th July this year, Australia-based ready-made meal delivery company Youfoodz Holdings (YFZ AU) entered into a Scheme Implementation Deed with multinational meal-kit delivery company HelloFresh AG (HFG GR). This was discussed in Janaghan Jeyakumar, CFA's insight: Youfoodz (YFZ AU): HelloFresh's Lowball Takeover Offer Difficult to Block But Not UnBumbable. 
The Offer Price of A$0.93/share was 38% lower than the IPO Price of A$1.50/share in December 2020. This was a friendly all-cash Deal. Or as Janaghan put it, a Rescue Offer. Shareholders approved the Offer at the Scheme Meeting on the 8 October. 
This brings us to online shopping rewards platform Cashrewards (CRW AU), which has announced it has entered into a Bid Implementation Deed with ANZ Bank’s innovation and investment arm 1835i Group.
The Offer price of A$1.135/share is a 19.5% premium to last close, but a 35% discount to its IPO price last December.
Nevertheless, the Offer has unanimous board support, and Andrew Clarke, Alium Capital &amp; M&amp;S Skyleisure, with 39.4%, will tender into the Offer, in the absence of a superior proposal. 1835i currently holds 19%.
This looks done. It may jog a competing Offer, but ANZ has an effective lock on the company.


Cashrewards (CRW AU)'s Offer Is 34% Below Last December's IPO

Transurban Group / Equity Capital Markets

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<p>Transurban has almost raised (barring the shortfall) around US$3.2bn (A$4.2bn) via a mix of entitlement offer and private placement to fund the acquisition of the remaining 49% stake in WestConnex. In this note, we will talk about the retail entitlement worth US$273m (A$371m) which was launched today.</p>
<p>We have covered most aspects of the deal in our earlier note <a href="https://www.smartkarma.com/insights/transurban-entitlement-and-shortfall-well-flagged-deal-for-a-well-known-asset" target="_blank" rel="noopener">Transurban Entitlement and Shortfall - Well Flagged Deal for a Well Known Asset</a>. </p>
</div><div><p>We have covered some of the prior entitlement offer related shortfall bookbuilds in the past:</p></div><div><ul style="list-style-type: disc;">
<li><a href="https://www.smartkarma.com/insights/acquisition-appears-attractive-and-track-record-remains-stellar-but-upside-seems-limited" target="_blank" rel="noopener">Nov 2015: Acquisition Appears Attractive and Track Record Remains Stellar but Upside Seems Limited</a></li>
<li>Dec 2017: <a href="https://www.smartkarma.com/insights/transurban-entitlement-offer-uncertainty-abound" target="_blank" rel="noopener">Transurban Entitlement Offer - Uncertainty Abound</a>
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<li>Sep 2018: <a href="https://www.smartkarma.com/insights/transurban-entitlement-and-short-fall-long-term-value-accretion-with-short-term-earnings-drag" target="_blank" rel="noopener">Transurban Entitlement and Short-Fall - Long-Term Value Accretion with Short-Term Earnings Drag</a> and <a href="https://www.smartkarma.com/insights/transurban-retail-short-fall-quick-take-much-better-positioned-now" target="_blank" rel="noopener">Transurban Retail Short-Fall - Quick Take - Much Better Positioned Now</a>
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<li>Aug 2019: <a href="https://www.smartkarma.com/insights/transurban-retail-short-fall-quick-take-much-better-positioned-now" target="_blank" rel="noopener">Transurban Retail Short-Fall - Quick Take - Much Better Positioned Now</a>
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</ul></div><div><p></p></div>


Transurban has almost raised (barring the shortfall) around US$3.2bn (A$4.2bn) via a mix of entitlement offer and private placement to fund the acquisition of the remaining 49% stake in WestConnex. In this note, we will talk about the retail entitlement worth US$273m (A$371m) which was launched today.
We have covered most aspects of the deal in our earlier note Transurban Entitlement and Shortfall - Well Flagged Deal for a Well Known Asset. 
We have covered some of the prior entitlement offer related shortfall bookbuilds in the past:
Nov 2015: Acquisition Appears Attractive and Track Record Remains Stellar but Upside Seems Limited
Dec 2017: Transurban Entitlement Offer - Uncertainty Abound

Sep 2018: Transurban Entitlement and Short-Fall - Long-Term Value Accretion with Short-Term Earnings Drag and Transurban Retail Short-Fall - Quick Take - Much Better Positioned Now

Aug 2019: Transurban Retail Short-Fall - Quick Take - Much Better Positioned Now



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)

Afterpay Ltd (APT AU)/Square (SQ US) Merger: Scheme Meeting Convened

Trading at a gross/annualised spread of 4.1%/22%. Get involved. The key competitor, Affirm, is up 160% since the transaction was announced. I still...

David Blennerhassett

Ventia IPO - At Your Service, Everywhere

Ventia, an infrastructure services provider, aims to raise up to US$821m via a mix of selling primary and secondary shares, in its Australian IPO....

Sumeet Singh

Vulcan Steel Limited IPO Trading - Don't See a Reason for Paying a Premium

Vulcan Steel Limited (Vulcan), a pure-play value-added steel distributor and processor, raised around US$273m (A$371m) in its Australia and NZ IPO.

Sumeet Singh

Cashrewards (CRW AU)'s Offer Is 34% Below Last December's IPO

You have major shareholders and founder support. 1835i has effective control over the company. Trading at a gross spread to terms of 3.2%....

David Blennerhassett

Transurban Retail Shortfall Quick Note

Transurban has almost raised around US$3.2bn (A$4.2bn) via a mix of entitlement offer and private placement. In this note, we will talk about the...

Sumeet Singh

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