Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>On the 14 March, <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables Ltd (TLT NZ)</a> <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TLT/369079/342312.pdf" target="_blank" rel="noopener">announced</a> a binding agreement from <a href="https://www.smartkarma.com/entities/mighty-river-power" target="_blank" data-smartkarma-citation="entities:9933:1" rel="noopener">Mercury NZ Ltd (MCY NZ)</a> and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between <a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1" rel="noopener">AGL Energy Ltd (AGL AU)</a>, QIC, and Australia’s sovereign wealth fund.</p>
</div>
<div>
<p>Should the Scheme be approved, Tilt will sell its Australian assets to PowAR, and Mercury NZ would acquire the New Zealand assets. The Offer had the backing of Infratil and Mercury, holding 65.46% and 19.92% respectively.</p>
</div>
<div>
<p>On the 16 April, Tilt <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02364436-3A565443?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury would now pay NZ$8.10/share. The SIA had also been amended to include the removal of provisions allowing Tilt to evaluate any competing proposal to the Scheme or to terminate the SIA if a superior proposal were to be received.</p>
<p>Given the SIA cannot be terminated in such circumstances, neither Mercury nor Infratil are released from their voting commitments. This means that the emergence of a superior alternative transaction is remote unless the SIA terminates due to reasons such as a condition not being fulfilled.</p>
</div>
<div>
<p>The Scheme Booklet is now <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TLT/373692/348047.pdf" target="_blank" rel="noopener">out</a>. The Scheme Meeting will be held on the 14 July, with an expected implementation date of the 3 August.</p>
<div>
<p>The Independent Advisor has concluded the Scheme was "reasonable". </p>
</div>
<div>
<p>More below the fold.</p>
</div>
</div>


On the 14 March, Tilt Renewables Ltd (TLT NZ) announced a binding agreement from Mercury NZ Ltd (MCY NZ) and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between AGL Energy Ltd (AGL AU), QIC, and Australia’s sovereign wealth fund.


Should the Scheme be approved, Tilt will sell its Australian assets to PowAR, and Mercury NZ would acquire the New Zealand assets. The Offer had the backing of Infratil and Mercury, holding 65.46% and 19.92% respectively.


On the 16 April, Tilt announced it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury would now pay NZ$8.10/share. The SIA had also been amended to include the removal of provisions allowing Tilt to evaluate any competing proposal to the Scheme or to terminate the SIA if a superior proposal were to be received.
Given the SIA cannot be terminated in such circumstances, neither Mercury nor Infratil are released from their voting commitments. This means that the emergence of a superior alternative transaction is remote unless the SIA terminates due to reasons such as a condition not being fulfilled.


The Scheme Booklet is now out. The Scheme Meeting will be held on the 14 July, with an expected implementation date of the 3 August.

The Independent Advisor has concluded the Scheme was "reasonable". 


More below the fold.



Tilt Renewables: Scheme Booklet Out. EGM Firmed


For the month of May, 11 new deals were discussed on Smartkarma with an overall announced deal size of ~US$7.3bn.



Clicking on the company name in the table below will take you to the entity page where you can read the initial insight(s) written by Smartkarma contributors on these new deals and follow-up discussions, or simply click on the insight link(s) below the name.







New Deals


Industry


Size (US$bn)


Type


Premium




Australia




APN Property Group (APD AU) 
Property
0.2
Scheme
50%


APN Prop (APD AU): Dexus' Done Deal



Boral Ltd (BLD AU) 
Construction
4.8
Off-market
Nil


Boral Ltd (BLD AU): Seven's Nil Premium



Japara Healthcare (JHC AU) 
Healthcare
0.2
Scheme
30%


Japara Healthcare (JHC AU): Here Comes The Calvary


 



Hong Kong




Chong Hing Bank (1111 HK) 
Banking
0.2
Scheme
51.2%



Chong Hing Bank (1111 HK): Takeover Talk As Shares Pop
Chong Hing Bank (1111 HK): Yue Xiu's Offer Is Light



 



Japan




Aomori Bank (8342 JP) / Michinoku Bank (8350 JP) 
Bank
0.6
Merger



Aomori Bank &amp; Michinoku Bank Merger - Nothing To Write Home About Yet



EPS Holdings (4282 JP) 
Data/software
0.1
Tender Offer
35.5%


Another Too-Cheap MBO as Founder Takes Out EPS


 Locoguide (4497 JP) / Kufu (4399 JP)

Real estate
0.4
Merger



Locoguide (4497 JP) - Kufu (4399 JP): Merger Is a Done Deal



Maruka Machinery (7594 JP) / Furusato Industries (8087 JP) 
Trading
0.4
Merger



A Complex SmallCap Merger in Japan: Maruka (7594) And Furusato (8087)



Secom Joshinetsu (4342 JP) 
Security
0.3
Tender Offer
66.2%


Secom To Finally Buy Out Affiliate Secom Joshinetsu (4342)








Malaysia




Can-One Bhd (CAN MK) 
Manufacturing
0.1
MTO
15.8%


Can-One (CAN MK)? Yeoh Can Lah!



IHH Healthcare (IHH MK) 
Healthcare
N/A
N/A
N/A


IHH Healthcare (IHH MK): More Medicine For Mitsui?


Source: Smartkarma Insights






The above does not include BetMakers Technology Group (BET AU) lobbing a non-binding offer of A$4bn (A$1bn cash, $3bn scrip into BET) for Tabcorp Ltd (TAH AU)'s wagering and media division, and Apollo's prior tilt - Tabcorp (TAH AU): Apollo Shows Its Hand.

Nor does the table include the rumoured merger between  Angang Steel Co Ltd (H) (347 HK) and Bengang Steel (000761 CH) - Amalgamated Steel: Merging Angang &amp; Bengang As, Bs, and Hs.



The average premium for the new deals announced (or first discussed) in May was ~41%, with a year-to-date average of ~31% (78 deals). This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively. 




Summary of News in May of Arb Situations On Smartkarma's Radar



(Again, click on the company names to take to you to the insights and/or discussion posts for a more comprehensive read-through on each situation)






Australia


Comments (with links to announcements &amp; insights)




3P Learning (3PL AU) 

No May update




Bingo Industries (BIN AU) 

1-May: Capital Group announced it has sold its entire 9.7% stake in Bingo Industries (BIN AU).




Crown Resorts (CWN AU) 

10-May: Crown Resorts: Blackstone &amp; Star Place Their Bets
17-May: Crown Says Blackstone's Bid Is Light. Undecided On Star
20-May: Crown Resorts Ltd: Blackstone Offer Rejected, Star Offer May Still Not Reflect True Forward Value




Galaxy Resources (GXY AU) 

No May update




Link Administration Holdings (LNK AU) 

27-May: Link Group (LNK AU): KKR Opens The Bidding For PEXA
31-May: Link Admin (LNK AU) Goes IPO Route For PEXA Afterall




Mainstream Group Holdings Ltd (MAI AU) 

2-May: Mainstream (MAI AU): More-Than-Double in Less than 2 Months After Apex Bump
6-May: Mainstream (MAI AU): Bidding War Continues as SS&amp;C Overbids for the 4th Time
14-May: Mainstream (MAI AU): +120% in ~2 Months but Bidding War Continues....




McPherson's Ltd (MCP AU) 

No May update




Mortgage Choice (MOC AU) 

26-Mau FIRB gives its approval



Primewest Group Ltd (PWG AU)

14-May: Target's Statement and Bidder's Statements were published. Primewest Group Ltd (PWG AU)'s Board has unanimously recommended shareholders to accept the Offer. 




Think Childcare (TNK AU) 

12-May: Think Childcare (TNK AU) has agreed to extend the Exclusivity Period with Busy Bees to 31st May 2021 (vs. original deadline of 14th May). This is still a non-binding deal with an expected completion date to be in 1Q CY22. 




Vitalharvest Freehold Trust (VTH AU) 

1-May: And so it goes - MAFM bumps its Offer for Vitalharvest Freehold Trust (VTH AU) to $1.26.
7-May: MAFM exercises a call option and acquires 16.2% of Vitalharvest Freehold Trust (VTH AU).
28-May Roc bumps its Offer for Vitalharvest Freehold Trust (VTH AU) to $1.29/share.  And says it will overbid any MAFM counter! 




Vocus Communications (VOC AU) 

10-May: Vocus Comms (VOC AU): MIRA/Aware's Done Deal
19-May: Vocus Comms (VOC AU): MIRA/​Aware’s Scheme Doc Despatched. EGM On 22 June










Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Digital Telecom (6188 HK) 

1-May: Beijing Digital (6188 HK): Offer Now Open. IFA Says Fair
20-May: Beijing Digital Telecom (6188 HK)'s MGO is now unconditional in all respects. 




China Machinery Engineering (1829 HK) 

28-May: China Machinery Engineering (1829 HK): Movement In The Works?




China Traditional Chinese Medicine (570 HK) 

7-May: In its monthly update regarding a potential Offer, China Traditional Chinese Medicine (570 HK) says there is no update.




China Youzan Limited (8083 HK) 

10-May: China Youzan (8083 HK): Reality Check As Shares Rollover




Kerry Logistics Network (636 HK) 

4-May: Kerry Logistics Network (636 HK) will hold an EGM on the 26 May for shareholders to vote on the sale of the Hong Kong and Taiwan warehouse businesses to Kerry Holdings. 
26-May: At its SGM, Kerry Logistics Network (636 HK) shareholders overwhelmingly approved the sale of its Hong Kong, Taiwan warehouse business to Kerry Holdings.




New Century REIT (1275 HK) 

No May update




Rivera Holdings (281 HK) 

No April update




Sichuan Languang Justbon Service Group (2606 HK) 

3-May: Languang Justbon (2606 HK): Offer Now Open - For Up To Four Months










India


Comments (with links to insights)




Mphasis Ltd (MPHL IN) 

4-May: The Detailed Public Statement on Mphasis Ltd (MPHL IN) has been released. The Open Offer is scheduled tentatively to run from 18 June to 1 July, which means it is running Very Tight and the option is worth a bit less than I expected. But that just means there is more gamma. One could get big at the high Rs 1600s area. 




Vedanta Ltd (VEDL IN) 

4-May: Vedanta Now Caught Up With Peers - A Different Skew Ahead










Japan


Comments (with links to announcements &amp; insights)




BeNEXT Group (2154 JP) 
No May update



Cocokara Fine (3098 JP) 
No May update



Fuji Kosan Company (5009 JP) 
17-May:  Fuji Kosan Company (5009 JP) has responded to Aslead Strategic Value Fund's Tender Offer with its initial Target Opinion Statement which is "Opinion Withheld." This is because Fuji Kosan hasn't actually done anything yet - two weeks in. They have sent questions to Aslead, and Aslead has five business days to respond. This is slow-walking it. This tender offer is likely to be extended because of that.



Hitachi Metals (5486 JP) 

5-May: Hitachi Metals - Should I Stay or Should I Go Now?




Honshu Chemical Industry (4115 JP) 

13-May: Honshu Chemical (4115) Shareholders Perhaps One Day From a Wrong Price Takeover
16-May:: Honshu Chemical Shareholders Get the Short End of the Stick As The Board Is Ex-Gourd




Invesco Office J Reit (3298 JP) 

6-May:  Invesco Office OPPOSES Starwood Hostile Offer and Gets a Distinctly Beige Knight
11-May:  Starwood Bumps Terms, Lowers Threshold on Invesco Office
13-May:  Invesco Office's Terrible, Horrible, No Good Very Bad Day... Changes Things
20-May:  Invesco Office's Beige Knight (Deemed Dirty Gray By Markets) Suddenly Looks Brighter and Whiter
23-May:  Starwood Responds to Invesco Office's White Knight Proposal
24-May: Starwood has extended their Tender Offer on Invesco Office J Reit (3298 JP) from the 24th of May to 15th of June after the close of the 24th. They did not raise the price. This is basically the equivalent of Starwood calling Invesco's bluff. They can extend again if they want but they are going to make Invesco come out. They can change price later if they think it necessary.



Japan Asia (3751 JP)
No May update



Sawada Holdings (8699 JP) 

9-May:  Sawada Selldown Was NOT Done - Shareholder Structure Looks Different Now
23-May: Sawada Is A Different Stock Now
31-May:  Be Careful of Expectations on Sawada (8699)




Toshiba Corp (6502 JP) 

14-May: Toshiba – Shareholder Returns Trump Weak Guidance
17-May: Toshiba Results &amp; Shareholder Return - Possibly Big Impact Buyback Coming











New Zealand


Comments 




Tilt Renewables Ltd (TLT NZ) 

No May update











Singapore


Comments (with links to announcements)




Procurri Corporation (PROC SP) 

3-May: The Partial Offer has not become unconditional in all respects on the Closing Date and has therefore lapsed










Thailand


Comments




Intouch Holdings (INTUCH TB) 

No May update




Vinythai Public Co (VNT TB) 

No May update






<p>Back on the 14 March, <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables Ltd (TLT NZ)</a> <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TLT/369079/342312.pdf" target="_blank" rel="noopener">announced</a> a binding agreement from <a href="https://www.smartkarma.com/entities/mighty-river-power" target="_blank" data-smartkarma-citation="entities:9933:1" rel="noopener">Mercury NZ Ltd (MCY NZ)</a> and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between <a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1" rel="noopener">AGL Energy Ltd (AGL AU)</a>, QIC, and Australia’s sovereign wealth fund.</p>
<div>
<p>Should the Scheme be successful, Tilt will sell its Australian assets to PowAR, and Mercury NZ acquires the New Zealand assets, including all future development operations. The Offer has the backing of Infratil and Mercury, holding 65.5% and 19.92% respectively.</p>
<p>After entering a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02363756_NPS-3A565326?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">trading halt</a> early last Friday, Tilt <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02364436-3A565443?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury will now pay NZ$8.10/share</p>
<p>In addition to the increased price, the SIA has been amended to remove provisions allowing Tilt to evaluate any “<em>competing proposal giving greater certainty to all parties and Tilt shareholders that the transaction will complete by August</em>."</p>
<p>AGL also <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02364591-2A1293172?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> Tilt had received a competing proposal from a third party. Reportedly Canadian pension fund CDPQ made a bid of NZ$8/share Offer, and that Tilt tapped the consortium to match or beat that proposal.</p>
<p>The prospect of a last-minute gate-crasher now appears diminished. More below the fold.</p>
</div>

Back on the 14 March, Tilt Renewables Ltd (TLT NZ) announced a binding agreement from Mercury NZ Ltd (MCY NZ) and PowAR by way of a Scheme at NZ$7.80/share, or a 99% premium to the undisturbed price.  PowAR is a partnership between AGL Energy Ltd (AGL AU), QIC, and Australia’s sovereign wealth fund.

Should the Scheme be successful, Tilt will sell its Australian assets to PowAR, and Mercury NZ acquires the New Zealand assets, including all future development operations. The Offer has the backing of Infratil and Mercury, holding 65.5% and 19.92% respectively.
After entering a trading halt early last Friday, Tilt announced it has amended the terms of the Scheme Implementation Agreement (SIA), such that PowAR/Mercury will now pay NZ$8.10/share
In addition to the increased price, the SIA has been amended to remove provisions allowing Tilt to evaluate any “competing proposal giving greater certainty to all parties and Tilt shareholders that the transaction will complete by August."
AGL also said Tilt had received a competing proposal from a third party. Reportedly Canadian pension fund CDPQ made a bid of NZ$8/share Offer, and that Tilt tapped the consortium to match or beat that proposal.
The prospect of a last-minute gate-crasher now appears diminished. More below the fold.


Tilt Renewables: Mercury/PowAR's Bump Heads Off Third-Party Bidders

<p>Today, the Victorian government rejected a A$250mn 300-metre floating gas terminal proposal at Mornington Peninsula. Planning Minister Richard Wynne said the Crib Point terminal would have had "<a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02358799-2A1289920?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener"><em>unacceptable environmental effects</em></a>" in Western Port.</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/198/047/original/image_90576892521617071507869.png?1617071510" class="editor-image img-responsive" data-smartkarma-image-id="198047"></figure>
<div class="content-caption">Source: ABC. A protester in a wetsuit taking his concerns about the terminal to the Victorian Parliament in early March</div>
<p><a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1" rel="noopener">AGL Energy Ltd (AGL AU)</a>, which has already outlayed millions of dollars on the Crib Point project, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02358799-2A1289920?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it was “<em>considering its position</em>” on the minister’s decision.</p>
<p>Concurrent with this rejection, AGL <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02358644-2A1289840?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it was splitting into two separate companies: a thermal coal generation business and a separate zero-carbon energy retailer. </p>
<p>The split follows a raft of new initiatives/developments recently including an <a href="https://www.agl.com.au/about-agl/media-centre/asx-and-media-releases/2021/january/agl-announces-suppliers-for-grid-scale-battery-plans" target="_blank" rel="noopener">agreement</a> with suppliers for grid-scale battery plans, the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02355442-2A1288076?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">renewal</a> of the Portland smelter contract, and the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02353382-2A1286980?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">participation</a> in PowAR's acquisition of <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables Ltd (TLT NZ)</a> (<em><a href="https://skr.ma/i5ugg" target="_blank" rel="noopener">Tilt Renewables: Mercury/PowAr's Big Blow</a></em>).</p>
<p>Speculation of a demerger has been running hot since Australia's oldest energy unity grappled with softening power prices, and a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02340133-2A1279818?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">A$2.29bn</a> loss in the 1H21, exacerbated by A$2.7bn in <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02337704-2A1278422?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">impairment charges</a>. </p>
<p>The share price reaction to the split was largely muted. </p>
<p>As always, more below the fold.</p>

Today, the Victorian government rejected a A$250mn 300-metre floating gas terminal proposal at Mornington Peninsula. Planning Minister Richard Wynne said the Crib Point terminal would have had "unacceptable environmental effects" in Western Port.

Source: ABC. A protester in a wetsuit taking his concerns about the terminal to the Victorian Parliament in early March
AGL Energy Ltd (AGL AU), which has already outlayed millions of dollars on the Crib Point project, announced it was “considering its position” on the minister’s decision.
Concurrent with this rejection, AGL announced it was splitting into two separate companies: a thermal coal generation business and a separate zero-carbon energy retailer. 
The split follows a raft of new initiatives/developments recently including an agreement with suppliers for grid-scale battery plans, the renewal of the Portland smelter contract, and the participation in PowAR's acquisition of Tilt Renewables Ltd (TLT NZ) (Tilt Renewables: Mercury/PowAr's Big Blow).
Speculation of a demerger has been running hot since Australia's oldest energy unity grappled with softening power prices, and a A$2.29bn loss in the 1H21, exacerbated by A$2.7bn in impairment charges. 
The share price reaction to the split was largely muted. 
As always, more below the fold.

AGL Energy (AGL AU): Carbon/Zero-Carbon Split

<div>
<p>After <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/IFT/364532/336831.pdf" target="_blank" rel="noopener">announcing</a> a strategic review of its 65.5% shareholding in <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables (TLT NZ)</a> on the 7 December, a day later, renewable energy specialist <a href="https://www.smartkarma.com/entities/infratil-ltd" target="_blank" data-smartkarma-citation="entities:596:1" rel="noopener">Infratil Ltd (IFT NZ)</a> received a non-binding Offer, by way of Scheme, from AustralianSuper, Australia's largest superannuation fund. The NZ$7.43/share Offer was a 22.2% premium to Infratil's last close, and a lifetime high. This was discussed in <em><a href="https://skr.ma/RKPFp" target="_blank" rel="noopener">Infratil (IFT NZ): Big Super's Infrastructure Grab</a>.</em></p>
<p>On the 4 February, Tilt <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02337662-3A560626?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> it has received a number of non-binding indicative proposals.</p>
</div>
<div>
<h3>The New News</h3>
<p><a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener"></a>Tilt has <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TLT/369079/342312.pdf" target="_blank" rel="noopener">announced</a> a binding agreement from <a href="https://www.smartkarma.com/entities/mighty-river-power" target="_blank" data-smartkarma-citation="entities:9933:1" rel="noopener">Mercury NZ Ltd (MCY NZ)</a> and PowAR by way of a Scheme. PowAR is a partnership between <a href="https://www.smartkarma.com/entities/agl-energy-ltd" target="_blank" data-smartkarma-citation="entities:554:1" rel="noopener">AGL Energy Ltd (AGL AU)</a> and QIC on behalf of its managed clients, the Queensland Government Insurance Fund and the Future Fund, Australia's sovereign wealth fund.</p>
<p>Under the proposal, Mercury will acquire Tilt’s New Zealand assets and, following that, PowAR will acquire 100% of the outstanding shares in Tilt for NZ$7.80/share, or a 99% premium to the undisturbed price. </p>
<p>Infratil and Mercury, holding 65.5% and 19.92% respectively, have agreed to vote in favour of the Scheme. Therefore the requisite Tilt shareholders’ approval is certain to be secured.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


After announcing a strategic review of its 65.5% shareholding in Tilt Renewables (TLT NZ) on the 7 December, a day later, renewable energy specialist Infratil Ltd (IFT NZ) received a non-binding Offer, by way of Scheme, from AustralianSuper, Australia's largest superannuation fund. The NZ$7.43/share Offer was a 22.2% premium to Infratil's last close, and a lifetime high. This was discussed in Infratil (IFT NZ): Big Super's Infrastructure Grab.
On the 4 February, Tilt said it has received a number of non-binding indicative proposals.


The New News
Tilt has announced a binding agreement from Mercury NZ Ltd (MCY NZ) and PowAR by way of a Scheme. PowAR is a partnership between AGL Energy Ltd (AGL AU) and QIC on behalf of its managed clients, the Queensland Government Insurance Fund and the Future Fund, Australia's sovereign wealth fund.
Under the proposal, Mercury will acquire Tilt’s New Zealand assets and, following that, PowAR will acquire 100% of the outstanding shares in Tilt for NZ$7.80/share, or a 99% premium to the undisturbed price. 
Infratil and Mercury, holding 65.5% and 19.92% respectively, have agreed to vote in favour of the Scheme. Therefore the requisite Tilt shareholders’ approval is certain to be secured.


More below the fold.


Tilt Renewables: Mercury/PowAr's Big Blow

New Zealand

Tilt Renewables Limited owns and develops renewable energy plants. The Company generates electricity through wind farms. Tilt Renewables operates in New Zealand and Australia.

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Tilt Renewables Ltd (TLT NZ)

Tilt Renewables: Scheme Booklet Out. EGM Firmed

Done deal and trading tight at a 1.0%/7.2% gross/annualised spread. Given the spread and Tilt's low liquidity, this insight is bearish.

David Blennerhassett

(Mostly) Asia M&A: May 2021 Roundup

The average premium for the new deals announced (or first discussed) in May was ~41%, with a year-to-date average of ~31% (78 deals).

David Blennerhassett

Tilt Renewables: Mercury/PowAR's Bump Heads Off Third-Party Bidders

Trading tight at a 1.8%/6.0% gross/annualised spread. You could buy here for the spread, and the outside chance a superior Offer does indeed emerge.

David Blennerhassett

AGL Energy (AGL AU): Carbon/Zero-Carbon Split

The demerger announcement provides shareholders with a carbon exposure choice. Arguably, the split should be positive for forward growth for both...

David Blennerhassett

Tilt Renewables: Mercury/PowAr's Big Blow

This is a done deal, and trading tight at a 2.5%/6.1% gross/annualised spread, assuming five months to complete. Given the low float - ~14% - Tilt...

David Blennerhassett

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