European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<ul>
<li>The offer period for white-knight <a href="https://www.smartkarma.com/entities/georg-fischer-ag" target="_blank" data-smartkarma-citation="entities:22359:1" rel="noopener">Georg Fischer AG (FI/N SW)</a>'s acquisition of <a href="https://www.smartkarma.com/entities/uponor-oyj" target="_blank" data-smartkarma-citation="entities:21787:1" rel="noopener">Uponor OYJ (UNR1V FH)</a> will end, unless extended, on 31 October. Aliaxis, which put Uponor in play, concedes defeat.</li>
<li>The waiting game has ended. Aliaxis will tender its 20% stake with €90 million capital gains (pre-tax) as consolation. GF will obtain at least 53.9% acceptances, possibly a lot more.</li>
<li>The spread has been positive for most days since mid-July, on expectations of an offer sweetening. That won't happen now. Gross spread is +0.14%. Recommendation is tender.
</li>
</ul>


The offer period for white-knight Georg Fischer AG (FI/N SW)'s acquisition of Uponor OYJ (UNR1V FH) will end, unless extended, on 31 October. Aliaxis, which put Uponor in play, concedes defeat.
The waiting game has ended. Aliaxis will tender its 20% stake with €90 million capital gains (pre-tax) as consolation. GF will obtain at least 53.9% acceptances, possibly a lot more.
The spread has been positive for most days since mid-July, on expectations of an offer sweetening. That won't happen now. Gross spread is +0.14%. Recommendation is tender.



<ul>
<li>
<a href="https://www.smartkarma.com/entities/georg-fischer-ag" target="_blank" data-smartkarma-citation="entities:22359:1" rel="noopener">Georg Fischer AG (FI/N SW)</a> has so far purchased a 9.5% stake of <a href="https://www.smartkarma.com/entities/uponor-oyj" target="_blank" data-smartkarma-citation="entities:21787:1" rel="noopener">Uponor OYJ (UNR1V FH)</a> in the market. Georg Fischer's shareholding plus irrevocable undertakings represent in total 46.4% (30 August).</li>
<li>There has been no disclosure about the shares tendered so far. Georg Fischer has extended the offer period until 31 October, while waiting to receive clearance from the European Commission.</li>
<li>Gross spread is 0.03%, so probably it is not worth becoming involved. The reason for this low spread is the acquisition of shares in the market by Georg Fischer.</li>
</ul>



Georg Fischer AG (FI/N SW) has so far purchased a 9.5% stake of Uponor OYJ (UNR1V FH) in the market. Georg Fischer's shareholding plus irrevocable undertakings represent in total 46.4% (30 August).
There has been no disclosure about the shares tendered so far. Georg Fischer has extended the offer period until 31 October, while waiting to receive clearance from the European Commission.
Gross spread is 0.03%, so probably it is not worth becoming involved. The reason for this low spread is the acquisition of shares in the market by Georg Fischer.


Georg Fischer/Uponor: Extension of Offer Period

<ul>
<li>White knight <a href="https://www.smartkarma.com/entities/georg-fischer-ag" target="_blank" data-smartkarma-citation="entities:22359:1" rel="noopener">Georg Fischer AG (FI/N SW)</a> announced a voluntary recommended public €28.85/share cash offer for <a href="https://www.smartkarma.com/entities/uponor-oyj" target="_blank" data-smartkarma-citation="entities:21787:1" rel="noopener">Uponor OYJ (UNR1V FH)</a>, a 12% premium to Aliaxis's offer, with c.37% irrevocable undertakings.</li>
<li>Although Aliaxis could still block a squeeze-out, GF and Uponor could make its life difficult and are granting it an honourable exit with capital gains around €55 million.</li>
<li>Spread is 0.52%/1.05% (gross/annualised, assuming settlement by mid-December). Although I believe the deal will close, it is probably not worth going long Uponor it on this spread level.</li>
</ul>


White knight Georg Fischer AG (FI/N SW) announced a voluntary recommended public €28.85/share cash offer for Uponor OYJ (UNR1V FH), a 12% premium to Aliaxis's offer, with c.37% irrevocable undertakings.
Although Aliaxis could still block a squeeze-out, GF and Uponor could make its life difficult and are granting it an honourable exit with capital gains around €55 million.
Spread is 0.52%/1.05% (gross/annualised, assuming settlement by mid-December). Although I believe the deal will close, it is probably not worth going long Uponor it on this spread level.


Georg Fischer/Uponor: Terms and Aliaxis's Honourable Exit

<ul>
<li>
<a href="https://www.smartkarma.com/entities/aliaxis-sa" target="_blank" data-smartkarma-citation="entities:21313:1" rel="noopener">Aliaxis SA (ALIVP BB)</a> seeks market expansion and by offering a 55% premium (€25.75/share,10.0x EV/Fwd EBITDA) it's quickly accumulated a 20% stake in <a href="https://www.smartkarma.com/entities/uponor-oyj" target="_blank" data-smartkarma-citation="entities:21787:1" rel="noopener">Uponor OYJ (UNR1V FH)</a>, whose Board isn't engaging.</li>
<li>The shares trade c.7% above the offer on expectations of others suitors, but the stake already owned by Aliaxis should act as a deterrent. My fair value estimate (EV/EBITDA) is €27.09/share.</li>
<li>The share price implies 6.6% perpetuity growth (in a mature industry) on a conservative 11.5% WACC. Oras (25% stake) isn't giving into temptation. Aliaxis'd be happy with another 30%.</li>
</ul>



Aliaxis SA (ALIVP BB) seeks market expansion and by offering a 55% premium (€25.75/share,10.0x EV/Fwd EBITDA) it's quickly accumulated a 20% stake in Uponor OYJ (UNR1V FH), whose Board isn't engaging.
The shares trade c.7% above the offer on expectations of others suitors, but the stake already owned by Aliaxis should act as a deterrent. My fair value estimate (EV/EBITDA) is €27.09/share.
The share price implies 6.6% perpetuity growth (in a mature industry) on a conservative 11.5% WACC. Oras (25% stake) isn't giving into temptation. Aliaxis'd be happy with another 30%.


Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>If you are still long the <a href="https://www.smartkarma.com/entities/hokuhoku-financial-group-inc" target="_blank" data-smartkarma-citation="entities:19006:1" rel="noopener">Financial Group (8377 JP)</a> from before, stay long.If you sold Hokuhoku from before, be long again, and buy on weakness</li>
<li>Disaster for arb players as AusSuper rewrites the record books as an investor class and shoots down Brookfield's sweetened Offer for <a href="https://www.smartkarma.com/entities/origin-energy-ltd" target="_blank" data-smartkarma-citation="entities:797:1" rel="noopener">Origin Energy (ORG AU)</a>.</li>
<li>
<a href="https://www.smartkarma.com/entities/kyocera-corp" target="_blank" data-smartkarma-citation="entities:753:1" rel="noopener">Kyocera (6971 JP)</a> announced Q2 results and lowered its full-year forecast. Then the CEO said it was "reconsidering" what to do with <a href="https://www.smartkarma.com/entities/kddi-corp" target="_blank" data-smartkarma-citation="entities:639:1" rel="noopener">KDDI (9433 JP)</a> shares (after an AGM disaster).</li>
</ul>


If you are still long the Financial Group (8377 JP) from before, stay long.If you sold Hokuhoku from before, be long again, and buy on weakness
Disaster for arb players as AusSuper rewrites the record books as an investor class and shoots down Brookfield's sweetened Offer for Origin Energy (ORG AU).

Kyocera (6971 JP) announced Q2 results and lowered its full-year forecast. Then the CEO said it was "reconsidering" what to do with KDDI (9433 JP) shares (after an AGM disaster).


Last Week in Event SPACE: Hokuhoku, Origin Energy, KDDI, BoJ

Finland

Uponor Oyj manufactures and markets a wide range of plastic pipe systems for portable water and gas distribution, plumbing and heating, telecommunications, and sewage disposal.  The Company's product line includes under-floor heating systems, pipes for utility water systems, frost-free water supply systems, and radiator heating.  Uponor produces in many countries and markets worldwide.

Uponor OYJ (UNR1V FH)

Aliaxis Condedes Defeat

The offer period for Georg Fischer's acquisition of Uponor will end soon, with Aliaxis conceding defeat and tendering its stake, therefore GF will...

Jesus Rodriguez Aguilar

Georg Fischer/Uponor: Extension of Offer Period

Georg Fischer has both acquired a 9.5% stake of Uponor in the market and extended the offer period until 31 October while it awaits clearance from...

Jesus Rodriguez Aguilar

Georg Fischer/Uponor: Terms and Aliaxis's Honourable Exit

White knight Georg Fischer announced a voluntary recommended €28.85/share cash offer for Uponor, a 12% premium to Aliaxis's offer, with c.37%...

Jesus Rodriguez Aguilar

Aliaxis/Uponor: Hostile Offer

Aliaxis SA (ALIVP BB) seeks market expansion and by offering a 55% premium (€25.75/share,10.0x EV/Fwd EBITDA) it's quickly accumulated a 20% stake...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Hokuhoku, Origin Energy, KDDI, BoJ

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Aliaxis Condedes Defeat

​The offer period for Georg Fischer's acquisition of Uponor will end soon, with Aliaxis conceding defeat and tendering its stake, therefore GF will...

Jesus Rodriguez Aguilar

Georg Fischer/Uponor: Extension of Offer Period

Georg Fischer has both acquired a 9.5% stake of Uponor in the market and extended the offer period until 31 October while it awaits clearance from...

Jesus Rodriguez Aguilar

Georg Fischer/Uponor: Terms and Aliaxis's Honourable Exit

White knight Georg Fischer announced a voluntary recommended €28.85/share cash offer for Uponor, a 12% premium to Aliaxis's offer, with c.37%...

Jesus Rodriguez Aguilar

Aliaxis/Uponor: Hostile Offer

Aliaxis SA (ALIVP BB) seeks market expansion and by offering a 55% premium (€25.75/share,10.0x EV/Fwd EBITDA) it's quickly accumulated a 20% stake...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Hokuhoku, Origin Energy, KDDI, BoJ

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

The offer period for Georg Fischer's acquisition of Uponor will end soon, with Aliaxis conceding defeat and tendering its stake, therefore GF will...