Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Lanzhou Zhuangyuan Pasture / Event-Driven

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<li>PRC dairy farmer <a href="https://www.smartkarma.com/entities/lanzhou-zhuangyuan-pasture-co-ltd" target="_blank" data-smartkarma-citation="entities:10174:1" rel="noopener">Lanzhou Zhuangyuan Pasture (1533 HK)</a> has announced a Conditional Cash Offer for all H-shares at $10.89/share.</li>
<li>The Offer is being done via a Voluntary Cash Offer, therefore an onerous 90% tendering condition is present.</li>
<li>This transaction could potentially be wrapped up late-July. The FY21 dividend may also be added to terms. </li>
</ul>


PRC dairy farmer Lanzhou Zhuangyuan Pasture (1533 HK) has announced a Conditional Cash Offer for all H-shares at $10.89/share.
The Offer is being done via a Voluntary Cash Offer, therefore an onerous 90% tendering condition is present.
This transaction could potentially be wrapped up late-July. The FY21 dividend may also be added to terms. 


Zhuangyuan Pasture (1533 HK): H-Share Offer Via Buyback

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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Global Equity Research Ltd

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<li>
<a href="https://www.smartkarma.com/entities/yashili-international-holdings-ltd" target="_blank" data-smartkarma-citation="entities:3397:1" rel="noopener">Yashili International Holdings (1230 HK)</a> announced its controlling shareholder, <a href="https://www.smartkarma.com/entities/china-mengniu-dairy-co" target="_blank" data-smartkarma-citation="entities:354:1" rel="noopener">China Mengniu Dairy Co (2319 HK)</a>, is in discussions regarding its holdings in Yashili and several potential transactions.</li>
<li>If the transactions proceed, the potential privatisation offer is HK$1.20 per Yashili share, a 31.9% premium to the last close price of HK$0.91 (prior to the trading halt).</li>
<li>The potential transactions are subject to a number of pre-conditions and conditions. We think the potential offer is attractive.  </li>
</ul>



Yashili International Holdings (1230 HK) announced its controlling shareholder, China Mengniu Dairy Co (2319 HK), is in discussions regarding its holdings in Yashili and several potential transactions.
If the transactions proceed, the potential privatisation offer is HK$1.20 per Yashili share, a 31.9% premium to the last close price of HK$0.91 (prior to the trading halt).
The potential transactions are subject to a number of pre-conditions and conditions. We think the potential offer is attractive.  


Yashili’s Potential Pre-Conditional Privatisation Offer from Mengniu

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Corrigenda: There is an error in this Insight. Please note the correction.
Correction: I initially took the view the MGO was conditional on the Offeror (Yili) and parties acting in concert with it holding more than 50% of the voting rights – and that the Vendors were acting in concert given the SPAs and irrevocables.   In hindsight, this is the wrong interpretation - otherwise, the MGO would be obligated by Yili AND the Vendors.   This changes how you view the outcome of the MGO. The MGO needs 15.67% of shares out to turn unconditional. ~24.27% won’t tender. Therefore  ~37.8% of the remaining  register needs to tender. Given the light premium, this MGO turning unconditional is by no means a certainty.
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On the 12 October, infant-formula firm <a href="https://www.smartkarma.com/entities/ausnutria-dairy-corp-ltd" target="_blank" data-smartkarma-citation="entities:13799:1" rel="noopener">Ausnutria Dairy Corp (1717 HK)</a> was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1012/2021101200109.pdf" target="_blank" rel="noopener">suspended</a> ahead of morning trading "pursuant to The Hong Kong Code on Takeovers and Mergers". But not before shares had gained 7.8% the day before on the largest volume since November of last year. 
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The rumour was that China’s biggest dairy producer <a href="https://www.smartkarma.com/entities/inner-mongolia-yili-indus-a" target="_blank" data-smartkarma-citation="entities:3220:1" rel="noopener">Inner Mongolia Yili Industrial Group (A) (600887 CH)</a> was set to make a proposal. As I wrote in <a href="https://skr.ma/Ft2Ss" target="_blank" rel="noopener">Will Yili Gulp Down Ausnutria (1717 HK)?</a>, a possible Offer could be structured by way of a Scheme - if Yili wanted to take Ausnutria private -  or Yili secures a majority stake via a sale and purchase agreement (SPA) and then a follow-on mandatory general offer (MGO).
Turns out to be the latter.
Late yesterday afternoon (the 27 October), Ausnutria <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1027/2021102700542.pdf" target="_blank" rel="noopener">announced</a> Yili had entered into various SPAs with major shareholders CITIC, <a href="https://www.smartkarma.com/entities/center-laboratories-inc" target="_blank" data-smartkarma-citation="entities:10778:1" rel="noopener">Center Laboratories (4123 TT)</a>, and CEO van der Meer with a collective ownership in Ausnutria of 30.89%. Concurrently, Ausnutria entered into a subscription agreement with Yili for 90mn new shares or 5.24% of issued shares (4.98% on a fully diluted basis).
All told, should the agreements complete - and the SPA and subscription agreement are subject to various PRC regulatory approvals -  Yili would hold 34.33% of shares out on a fully diluted basis, and would then be obligated to make an MGO.
The MGO price is $10.06/share, a 13.67% premium to last close. The MGO is conditional on Yili and concert parties holding 50% of the voting rights. No irrevocables have been given to tender into the Offer. But Yili and concert parties would hold 51.93%.
This looks done. It's just a question of timing.
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Corrigenda: There is an error in this Insight. Please note the correction.
Correction: I initially took the view the MGO was conditional on the Offeror (Yili) and parties acting in concert with it holding more than 50% of the voting rights – and that the Vendors were acting in concert given the SPAs and irrevocables.   In hindsight, this is the wrong interpretation - otherwise, the MGO would be obligated by Yili AND the Vendors.   This changes how you view the outcome of the MGO. The MGO needs 15.67% of shares out to turn unconditional. ~24.27% won’t tender. Therefore  ~37.8% of the remaining  register needs to tender. Given the light premium, this MGO turning unconditional is by no means a certainty.

On the 12 October, infant-formula firm Ausnutria Dairy Corp (1717 HK) was suspended ahead of morning trading "pursuant to The Hong Kong Code on Takeovers and Mergers". But not before shares had gained 7.8% the day before on the largest volume since November of last year. 


The rumour was that China’s biggest dairy producer Inner Mongolia Yili Industrial Group (A) (600887 CH) was set to make a proposal. As I wrote in Will Yili Gulp Down Ausnutria (1717 HK)?, a possible Offer could be structured by way of a Scheme - if Yili wanted to take Ausnutria private -  or Yili secures a majority stake via a sale and purchase agreement (SPA) and then a follow-on mandatory general offer (MGO).
Turns out to be the latter.
Late yesterday afternoon (the 27 October), Ausnutria announced Yili had entered into various SPAs with major shareholders CITIC, Center Laboratories (4123 TT), and CEO van der Meer with a collective ownership in Ausnutria of 30.89%. Concurrently, Ausnutria entered into a subscription agreement with Yili for 90mn new shares or 5.24% of issued shares (4.98% on a fully diluted basis).
All told, should the agreements complete - and the SPA and subscription agreement are subject to various PRC regulatory approvals -  Yili would hold 34.33% of shares out on a fully diluted basis, and would then be obligated to make an MGO.
The MGO price is $10.06/share, a 13.67% premium to last close. The MGO is conditional on Yili and concert parties holding 50% of the voting rights. No irrevocables have been given to tender into the Offer. But Yili and concert parties would hold 51.93%.
This looks done. It's just a question of timing.


Yili's Pre-Conditional Offer & Ausnutria (1717 HK)'s Crowded Register

<a href="https://www.smartkarma.com/entities/ausnutria-dairy-corp-ltd" target="_blank" data-smartkarma-citation="entities:13799:1" rel="noopener">Ausnutria Dairy Corp (1717 HK)</a> is an international high-end dairy and nutrition products company with an entire business chain of raw milk collection, R&amp;D, production, and end-market sales. Ausnutria is the fifth largest infant formula player in China with a 6.3% market share in 2020.   As discussed in <a href="https://www.smartkarma.com/insights/ausnutria-in-trading-halt-will-yili-lob-an-offer" target="_blank" data-smartkarma-citation="insights:58863" rel="noopener">Ausnutria in Trading Halt - Will Yili Lob an Offer?</a>,  Ausnutria entered a trading halt on 12 October pursuant to the Hong Kong Code on Takeovers and Mergers. Earlier, on 1 October, Bloomberg reported that <a href="https://www.smartkarma.com/entities/inner-mongolia-yili-indus-a" target="_blank" data-smartkarma-citation="entities:3220:1" rel="noopener">Inner Mongolia Yili Industrial Group (A) (600887 CH)</a> is exploring a potential takeover of Ausnutria. We noted that Yili is the likely suitor as it has a strategy to increase its scale in the milk powder business through mergers and acquisitions.Today, Ausnutria announced a share purchase and subscription agreement with Yili. Yili has entered into a share purchase agreement to acquire 530.8 million shares which represent 30.89% of the outstanding shares at a purchase price is HK$10.06 per sale share. Second, Yili has also entered into a subscription agreement to purchase 90.0 newly issued shares at a purchase price of HK$10.06 per subscription share. The subscription agreement requires EGM approval while both agreements require SAMR approval.The completion of the two agreements will result in Yili owning 34.33% of the enlarged share capital and voting rights, which will trigger a mandatory share offer under Rule 26.1 of the Takeovers Code. The potential MGO price of HK$10.06 per share represents a premium of 13.67% over the closing price of HK$8.85 per share on the last trading date (11 October prior to the trading halt) and a premium of 25.1% over the closing price of HK$8.04 per share on the unaffected date (30 September prior to the Bloomberg article).The mandatory share offer is conditional on the offeror and parties acting in concert with it holding more than 50% of the voting rights. The offeror has received irrecovables not to accept the offer which represents 24.23% of the enlarged share capital. <div class="content-highlight">The 50%+ voting threshold will be satisfied if Yili's MGO secures an additional 283 million shares. Due to the irrecovables not to accept, 37.5% of public shareholders (assuming other directors accept the offer) will need to accept the MGO for it to become unconditional. As the MGO price implies a modest premium to peer multiples and long-term share prices, we think achieving the 50%+ voting threshold could be a tough task. We also note that Yili has stated that it has no intention to privatize Ausnutria. </div>

Ausnutria Dairy Corp (1717 HK) is an international high-end dairy and nutrition products company with an entire business chain of raw milk collection, R&amp;D, production, and end-market sales. Ausnutria is the fifth largest infant formula player in China with a 6.3% market share in 2020.   As discussed in Ausnutria in Trading Halt - Will Yili Lob an Offer?,  Ausnutria entered a trading halt on 12 October pursuant to the Hong Kong Code on Takeovers and Mergers. Earlier, on 1 October, Bloomberg reported that Inner Mongolia Yili Industrial Group (A) (600887 CH) is exploring a potential takeover of Ausnutria. We noted that Yili is the likely suitor as it has a strategy to increase its scale in the milk powder business through mergers and acquisitions.Today, Ausnutria announced a share purchase and subscription agreement with Yili. Yili has entered into a share purchase agreement to acquire 530.8 million shares which represent 30.89% of the outstanding shares at a purchase price is HK$10.06 per sale share. Second, Yili has also entered into a subscription agreement to purchase 90.0 newly issued shares at a purchase price of HK$10.06 per subscription share. The subscription agreement requires EGM approval while both agreements require SAMR approval.The completion of the two agreements will result in Yili owning 34.33% of the enlarged share capital and voting rights, which will trigger a mandatory share offer under Rule 26.1 of the Takeovers Code. The potential MGO price of HK$10.06 per share represents a premium of 13.67% over the closing price of HK$8.85 per share on the last trading date (11 October prior to the trading halt) and a premium of 25.1% over the closing price of HK$8.04 per share on the unaffected date (30 September prior to the Bloomberg article).The mandatory share offer is conditional on the offeror and parties acting in concert with it holding more than 50% of the voting rights. The offeror has received irrecovables not to accept the offer which represents 24.23% of the enlarged share capital. The 50%+ voting threshold will be satisfied if Yili's MGO secures an additional 283 million shares. Due to the irrecovables not to accept, 37.5% of public shareholders (assuming other directors accept the offer) will need to accept the MGO for it to become unconditional. As the MGO price implies a modest premium to peer multiples and long-term share prices, we think achieving the 50%+ voting threshold could be a tough task. We also note that Yili has stated that it has no intention to privatize Ausnutria. 

Ausnutria’s Potential Conditional MGO from Yili

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A little over a week ago, Bloomberg <a href="https://www.just-food.com/news/chinese-dairy-firm-yili-said-to-be-weighing-approach-for-infant-formula-maker-ausnutria/" target="_blank" rel="noopener">reported</a> <a href="https://www.smartkarma.com/entities/inner-mongolia-yili-indus-a" target="_blank" data-smartkarma-citation="entities:3220:1" rel="noopener">Inner Mongolia Yili Industrial Group (A) (600887 CH)</a>, China’s biggest dairy producer, had been running a ruler over infant-formula firm <a href="https://www.smartkarma.com/entities/ausnutria-dairy-corp-ltd" target="_blank" data-smartkarma-citation="entities:13799:1" rel="noopener">Ausnutria Dairy Corp (1717 HK)</a>.
Before the commencement of trading yesterday, Ausnutria was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/1012/2021101200109.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Hong Kong Code on Takeovers and Mergers. Shares had gained 7.8% on Monday (the 11th) on the largest volume since November of last year. 
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<a href="https://www.smartkarma.com/entities/charoen-pokphand-foods-public-company-limited" target="_blank" data-smartkarma-citation="entities:16131:1" rel="noopener"></a>SOE CITIC Group is the largest shareholder with <a href="https://di.hkex.com.hk/di/NSForm2.aspx?fn=CS20200831E00300&amp;sa2=as&amp;sid=37215&amp;corpn=Ausnutria+Dairy+Corporation+Ltd.&amp;sd=13%2f10%2f2020&amp;ed=13%2f10%2f2021&amp;cid=0&amp;sa1=cl&amp;scsd=13%2f10%2f2020&amp;sced=13%2f10%2f2021&amp;sc=1717&amp;src=MAIN&amp;lang=EN&amp;g_lang=en&amp;" target="_blank" rel="noopener">22.05%</a>, having being introduced as a strategic investor back in October 2018.
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This insight provides some brief background on Ausnutria, plus speculates on a fair price should a firm Offer unfold. 
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A little over a week ago, Bloomberg reported Inner Mongolia Yili Industrial Group (A) (600887 CH), China’s biggest dairy producer, had been running a ruler over infant-formula firm Ausnutria Dairy Corp (1717 HK).
Before the commencement of trading yesterday, Ausnutria was suspended pursuant to the Hong Kong Code on Takeovers and Mergers. Shares had gained 7.8% on Monday (the 11th) on the largest volume since November of last year. 


SOE CITIC Group is the largest shareholder with 22.05%, having being introduced as a strategic investor back in October 2018.


This insight provides some brief background on Ausnutria, plus speculates on a fair price should a firm Offer unfold. 


China

YuanShengTai Dairy Farm is a dairy farming company primarily engaged in the production and sale of raw cow milk. The company operates dairy cow farms in Heilongjiang and Jilin Provinces, China, supplying raw milk to downstream dairy processors. It was founded in 2008 and is headquartered in Qiqihar, People's Republic of China.

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YuanShengTai Dairy Farm (1431 HK)

Yashili’s Potential Pre-Conditional Privatisation Offer from Mengniu

Yashili announced that Mengniu is in discussions regarding its holdings in Yashili and several potential transactions, which could lead to a...

Arun George

Yili's Pre-Conditional Offer & Ausnutria (1717 HK)'s Crowded Register

At HK$9.39/share, Ausnutura is currently trading at a gross/annualised spread of 7.1%/17.9%, assuming late 1Q22 completion (~ 5 months). That looks...

David Blennerhassett

Ausnutria’s Potential Conditional MGO from Yili

The completion of the agreements will result in Yili owning 34.33% voting rights, triggering an MGO at HK$10.06 per share. However, we think...

Arun George

Will Yili Gulp Down Ausnutria (1717 HK)?

Ausnutria is currently trading around multi-year high lows on all metrics despite edging towards an all-time profit high. Optically, this could...

David Blennerhassett

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Zhuangyuan Pasture (1533 HK): H-Share Offer Via Buyback

Assuming late July payment, and inclusive of the FY21 dividend of RMB0.047/share, then I suggest buying up to ~HK$10.50/share or a gross/annualised...

David Blennerhassett

Yashili’s Potential Pre-Conditional Privatisation Offer from Mengniu

Yashili announced that Mengniu is in discussions regarding its holdings in Yashili and several potential transactions, which could lead to a...

Arun George

Yili's Pre-Conditional Offer & Ausnutria (1717 HK)'s Crowded Register

At HK$9.39/share, Ausnutura is currently trading at a gross/annualised spread of 7.1%/17.9%, assuming late 1Q22 completion (~ 5 months). That looks...

David Blennerhassett

Ausnutria’s Potential Conditional MGO from Yili

The completion of the agreements will result in Yili owning 34.33% voting rights, triggering an MGO at HK$10.06 per share. However, we think...

Arun George

Will Yili Gulp Down Ausnutria (1717 HK)?

Ausnutria is currently trading around multi-year high lows on all metrics despite edging towards an all-time profit high. Optically, this could...

David Blennerhassett