Monthly Archives

December 2018

Daily Consumer: Tesla Motors Inc: Come Hell or High Water and more

By | Consumer

In this briefing:

  1. Tesla Motors Inc: Come Hell or High Water
  2. FutureBright (703 HK): Typhoon Dampens 3Q Results
  3. Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon
  4. Last Week in Event SPACE: Harbin Electric, MYOB, TMB Bank, Halla Holdings
  5. Hotel Properties Ltd– Dissolution of Wheelock-OBS Partnership Could Pave Way for Privatization Offer

1. Tesla Motors Inc: Come Hell or High Water

Figure%201 %20tesla%20shorts

It is our view, that come hell or high-water, in 2019, Tesla Motors (TSLA US) will establish itself as the pre-eminent large-cap growth stock. Those that are short would cover the position at a loss and those that are long are looking at another Apple Inc (AAPL US) or Amazon.com Inc (AMZN US) in the making. The ride may be volatile, but will be worth it. 

2. FutureBright (703 HK): Typhoon Dampens 3Q Results

1

We recently met with management to discuss the company’s 3Q results and outlook for the coming year.

There was clear disappointment that goals for 2018 had not been achieved: rising opex dampened the recovery in EBITDA, despite solid SSSg, the Hengqin Land sale is racked with yet further delays, and the key rental property is still untenanted. That said, we feel much of the frustration is due to positive outcomes on all front being just around the corner.

This note aims to give a brief update on the key pillars forming our thesis.

3. Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon

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  • Hyosung Corporation (004800 KS) had fallen 16% just in two days. Holdco is now at a 50% discount to NAV. This is a 10%p drop from 10 days ago (Dec 19). Holdco price must have been overly corrected. The ongoing police investigation on Cho Hyun-joon’s alleged crime won’t lead to a delisting. 10%p drop in discount to NAV must be a price divergence, not a sensible price correction.
  • Trade volume remained steady. Local hedge funds led the selling on Dec 27. Even they changed their position the following day. No short selling spike has been seen either. Hyosung is one of the highest yielding div holdco stocks. Hyosung Capital liquidation and Anyang Plant revaluation would be another short-term plus.
  • I’d exploit this price divergence. It would soon revert to the Dec 19 discount level. It should at least stay at the peer average.

4. Last Week in Event SPACE: Harbin Electric, MYOB, TMB Bank, Halla Holdings

29%20dec%20%202018

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

Harbin Electric Co Ltd H (1133 HK) (Mkt Cap: $546mn; Liquidity: $0.4mn)

As previously discussed in Harbin Electric Expected To Be Privatised, Harbin Electric (HE) has now announced a privatisation Offer from parent and 60.41%-shareholder Harbin Electric Corporation (“HEC”) by way of a merger by absorption. The Offer price of $4.56/share, an 82.4% premium to last close, is bang in line with that paid by HEC in January this year for new domestic shares. The Offer price has been declared final. 

  • Of note, the Offer price is a 37% discount to HE’s net cash of $7.27/share as at 30 June 2018. Should the privatisation be successful, this Offer will cost HEC ~HK$3.08bn, following which it can pocket the remaining net cash of $9.3bn PLUS the power generation equipment manufacturer business thrown in for free.
  • On pricing, “fair” to me would be something like the distribution of net cash to zero then taking over the company on a PER with respect to peers. That is not happening. It will be difficult to see how independent directors (and the IFA) can justify recommending an Offer to shareholders at any price below the net cash/share, especially when the underlying business is profit-generating.
  • Dissension rights are available, however, there is no administrative guidance on the substantive as well as procedural rules as to how the “fair price” will be determined under PRC and HK Law.
  • Trading at a gross/annualised spread of 15%/28% assuming end-July completion, based on the average timeline for merger by absorption precedents. As HEC is only waiting for approval from independent H-shareholders suggests this transaction may complete earlier than precedents. 

(link to my insight: Harbin Electric: The Price Is Not Right)  


MYOB Group Ltd (MYO AU) (Mkt Cap: $1.2bn; Liquidity: $7mn)

KKR and MYOB entered into Scheme Implementation Agreement (SIA) at $3.40/share, valuing MYOB, on a market cap basis, at A$2bn. MYOB’s board unanimously recommends shareholders to vote in favour of the Offer, in the absence of a superior proposal. The Offer price assumes no full-year dividend is paid.

  • On balance, MYOB’s board has made the right decision to accept KKR’s reduced Offer. The argument that MYOB is a “known turnaround story” is challenged as cloud-based accounting software providers Xero Ltd (XRO AU)  and Intuit Inc (INTU US) grab market share. This is also reflected in MYOB’s forecast 7% revenue growth in FY18 and follows a 10% decline in first-half profit, despite a 61% jump in online subscribers.
  • And there is justification for KKR’s lowering the Offer price: the ASX is down 10% since KKR’s initial tilt, the ASX technology index is off by ~14%, a basket of listed Aussie peers are down 17%, while Xero, the most comparable peer, is down ~20%. The Scheme Offer is at a ~27% premium to the estimated adjusted (for the ASX index) downside price of $2.68/share.
  • Bain was okay selling at $3.15/share to KKR and will be fine selling its remaining ~6.5% stake at $3.40. Presumably, MYOB sounded out the other major shareholders such as Fidelity, Yarra Funds Management, Vanguard etc as to their read on the revised $3.40 offer, before agreeing to the SIA with KKR.

  • If the markets avoid further declines, this deal will probably get up. If the markets rebound, the outcome is less assured. This Tuesday marks the beginning of a new year and a renewed mandate for investors to take risk, especially an agreed deal; but the current 5.3% annualised spread is tight.

(link to my insight: MYOB Caves And Agrees To KKR’s Reduced Offer)


TMB Bank PCL (TMB TB) (Mkt Cap: $1.2bn; Liquidity: $7mn)

The Ministry of Finance, the major shareholder of TMB, confirmed that both Krung Thai Bank Pub (KTB TB) and Thanachart Capital (TCAP TB) had engaged in merger talks with TMB. Considering an earlier KTB/TMB courtship failed, it is more likely, but by no means guaranteed, that the deal with Thanachart will happen. Bloomberg is also reporting that Thanachart and TMB want to do a deal before the next elections, which is less than two months away.

  • TMB is much bigger than Thanachart and therefore it may boil down to whether TMB wants to be the target or acquirer. In Athaporn Arayasantiparb, CFA‘s view, a deal with Thanachart would leave TMB as the acquirer rather than the target. But Thanachart’s management has a better track record than TMB.
  • Both banks have undergone extensive deals before this one: 1) TMB acquired DBS Thai Danu and IFCT; and 2) Thanachart engineered an acquisition of the much bigger, but struggling, SCIB.
  • A merger between the two would still leave them smaller than Bank Of Ayudhya (BAY TB) and would not change the bank rankings; but it would give TMB a bigger presence in asset management, hire-purchase finance and a re-entry into the securities business.

(link to Athaporn’s insight: Sathorn Series M: TMB-Thanachart Courtship)  

STUBS/HOLDCOS

Halla Holdings (060980 KS) / Mando Corp (204320 KS)

Mando accounts for 45% of Halla’s NAV, which is currently trading at a 50% discount. Sanghyun Park believes the recent narrowing in the discount may be due to the hype attached to Mando-Hella Elec, which he believes is overdone; and recommends a short Holdco and long Mando. Using Sanghyun’s figures, I see the discount to NAV at 51%, 2STD above the 12-month average of ~47%.

(link to Sanghyun’s insight: Halla Holdings Stub Trade: Downwardly Mean Reversion in Favor of Mando)  

SHARE CLASSIFICATIONS

OTHER M&A UPDATES

CCASS

My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions.  These may be indicative of share pledges.  Or potential takeovers. Or simply help understand volume swings. 

Often these moves can easily be explained – the placement of new shares, rights issue, movements subsequent to a takeover, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.   

Name

% change

Into

Out of

Comment

Putian Communication (1720 HK)
69.75%
Shanghai Pudong
Outside CCASS
37.68%
China Industrial
Outside CCASS
16.23%
HSBC
Outside CCASS
Source: HKEx

5. Hotel Properties Ltd– Dissolution of Wheelock-OBS Partnership Could Pave Way for Privatization Offer

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Hotel Properties (HPL SP)  (“HPL”) announced on Friday evening a significant change in its shareholdings relating to the HPL shares owned by 68 Holdings Pte Ltd. 

The restructuring of shareholding did not come as a surprise and was within expectations. 

Now, Wheelock holds only a significant minority interest of 22.53% and without a board seat in HPL. Wheelock’s influence in HPL has been reduced significantly. Without control, Wheelock’s investment in HPL is as good as any other non-strategic investment in quoted securities.

In the event that Wheelock Properties decides to sell its HPL shares, Mr Ong will be a likely buyer of the HPL shares. This will present a very good opportunity for Mr Ong to successfully privatise and delist HPL.

Daily Consumer: Prabhat Dairy Ltd – Update: Revenues and Margins Continues to Increase in Line with Our Expectations and more

By | Consumer

In this briefing:

  1. Prabhat Dairy Ltd – Update: Revenues and Margins Continues to Increase in Line with Our Expectations
  2. Swaraj Engines: Positive Outlook But Growth Is Slowing and Valuation Is Rich
  3. GMO Internet (9447 JP) – Grossly or Modestly Overrated?
  4. Halla Holdings Stub Trade: Downwardly Mean Reversion in Favor of Mando
  5. GUNKUL (GUNKUL TB): Solar to Drive Top-Line Growth

1. Prabhat Dairy Ltd – Update: Revenues and Margins Continues to Increase in Line with Our Expectations

Farmer

Prabhat Dairy Ltd’s quarterly result is in line with our expectation. In Q2 FY19, the company registered a growth of 8.53% YoY, EBITDA margin was 9.4% improving by 119 bps since the same period last year, EBITDA grew by 24.2% YOY; the profit margin was at 2.95%  improving by 60 bps YoY, Net Income grew by 35.86% YOY.  For more details about the company, please refer to our initiation report  Prabhat Dairy Ltd – An Emerging Star in the Indian Milky Way. B2B business contributed to 70% of revenue and the remaining 30% was driven by B2C business. Value Added Products contributed to 25% of revenue in Q2FY19.

The stock is trading at 16.3x its TTM EPS, 13.8x its FY19F EPS. Margins have improved over the past quarters due to lower cost of raw materials, we expect raw materials to continue to be lower than their historic average in short term. Lower cost of raw material along with the improving contribution from B2C will lead to higher margins in medium to long term. The company also wants to increase its B2C contribution aggressively from the current 30% to 50% by 2020.

We will monitor the stock closely to firm up our views further, albeit we remain positive on the long-term prospects of the company.

2. Swaraj Engines: Positive Outlook But Growth Is Slowing and Valuation Is Rich

Share%20price%2027 12 2018

Swaraj Engines (SWE IN) (SEL)is primarily manufacturing diesel engines for fitment into Swaraj tractors manufactured by Mahindra & Mahindra Ltd. (M&M). The Company is also supplying engine components to SML Isuzu Ltd used in the assembly of commercial vehicle engines. SEL was started as a joint venture between Punjab Tractor Ltd (now acquired by M&M Ltd) and Kirloskar Oil Engines Ltd. M&M holds 33.3% stake in SEL and is its key client.  

We are positive about the business because:

  • SEL’s growth is correlated with M&M’s tractor business growth. SEL supplies engines to the Swaraj division of M&M. M&M expects tractor growth to be around 12% YoY in FY19E. We forecast SEL’s tractor engine volumes will grow at a CAGR of 12% for FY18-21E.
  • The growth of the company is dependent on the monsoon and rural sentiments. We expect the profitability to improve with normal rainfall and government initiatives towards the rural sector. We expect the revenue/ EBITDA/ PAT CAGR for FY18-21E to be 14%/ 15%/ 14% respectively.
  • SEL is debt free and a cash generating company. It has a healthy and stable ROCE and ROE. SEL has increased its capacity from 75,000 engines in FY16 to 120,000 engines in FY18. We expect the capacity utilisation to reach 97% by FY20E from 90% in 1HFY19. SEL funds its capex through internal accruals. We forecast a capex of Rs 600 mn for FY19E to FY21E considering the requirement of the additional capacity, R&D and testing costs for new and higher HP engines & for upgradation of engines according to the TREM IV emission norms for >50 HP engines.

We initiate coverage on SEL with a fair value objective of Rs 1,655/- over the next 12 months. This represents a potential upside of 15% from the closing price of Rs 1,435/- (as on 26-12-2018). We arrive at the fair value by applying PE multiple of 18x to EPS of Rs 87/- to the year ending December-20E and add cash of Rs 82/- per share. While the business outlook is good, we think the upside in the share price is limited due to rich valuation.

Particulars (Rs mn) (Y/E March)

FY18

FY19E

FY20E

FY21E

Revenue

 7,712

 9,210

 10,478

 11,525

PAT

 801

 906

 1,063

 1,190

EPS (Rs)

 64.5

 74.8

 87.6

 98.1

PE (x)

 22.3

 19.2

 16.4

 14.6

Source: SEL Annual Report FY18, Trivikram Consultants Research as on 26-12-2018

Note: E= Estimates

3. GMO Internet (9447 JP) – Grossly or Modestly Overrated?

Gpa2

Source: Japan Analytics

THE GMO INTERNET (9449 JP) STORY – GMO internet (GMO-i) has attracted much attention in the last eighteen months from an unusual trinity of value, activist and ‘cryptocurrency’ equity investors.

  • VALUE– Many traditional, but mostly foreign, value investors have seen the persistent negative difference between GMO-i’s market capitalisation and the value of the company’s holdings in its eight listed consolidated subsidiaries as an opportunity to invest in GMO-i with a considerable ‘margin of safety’.
  • ACTIVIST – Since July 2017, the activist investor, Oasis, has waged a so-far-unsuccessful campaign with the aim of improving GMO’s corporate governance, removing takeover defences, addressing a ‘secularly undervalued stock price we are not able to tolerate’ (sic), and redefining the role and influence of the company’s Chairman, President, Representative Director and largest shareholder, Masatoshi Kumagai.
  • CRYPTO!’ – In December 2017, GMO-i committed to spending more than ¥35b or 10% of non-current assets. The aim was threefold: to set up a bitcoin ‘mining’ headquarters in Switzerland (with the ‘mining’ operations being carried out at an undisclosed location in Scandinavia), to develop proprietary state-of-the-art 7nm-node ‘mining chips’, and, in due course, to sell GMO-branded and developed ‘mining’ machines. The move was hailed in the ‘crypto’ fraternity as GMO-i became the largest non-Chinese and the first well-established Internet conglomerate to make a major investment in ‘cryptocurrency’ infrastructure.

OUTSTANDING – Following the December 2017 announcement, trading volumes spiked into ‘Overtraded’ territory – as measured by our Volume Score. Many investors saw GMO-i shares as a safer way of gaining exposure to ‘cryptocurrencies’, even as the price of bitcoin began to subside. By early June 2018, GMO-i’s shares had reached a closing price of ¥3,020: up 157% from the low of the prior year and outperforming TOPIX by 135%. Whatever the primary driver of this outstanding performance, each of our trio of investor groups no doubt felt vindicated in their approach to the stock.

CRYPTO CLOSURE – On December 25th 2018, GMO-i’s shares reached a new 52-week low of ¥1,325, a decline of 56% from the June high. Year to date, GMO-i shares have now declined by 31%, underperforming TOPIX by nine percentage points. On the same day, GMO-i announced that the company would post an extraordinary ¥35.5b loss for the fourth quarter, incurring an impairment loss of ¥11.5b in relation to the closure of the Swiss ‘mining’ headquarters and a loss of ¥24b to cover the closure of the ‘mining chip’ and ‘mining machine’ development, manufacturing and sales businesses. GMO-i will continue to ‘mine’ bitcoin from its Tokyo headquarters and intends to relocate the ‘mining’ centre from Scandinavia to (sic) ‘a region that will allow us to secure cleaner and less expensive power supply, but we have not yet decided the details’. Unlisted subsidiary GMO Coin’s ‘cryptocurrency’ exchange will also continue to operate, and the previously-announced plans to launch a ¥-based ‘stablecoin’ in 2019 will proceed. In the two trading days following this announcement, the shares have recovered 13% to ¥1,505. 

RAIDING THE LISTCO PIGGY BANK – As we shall relate, this is the second time since listing that GMO-i has written off a significant new business venture which the company had commenced only a short time before. In both cases, the company was forced to sell stakes in its listed consolidated subsidiaries to offset the resulting losses. On this occasion, the sale of shares in GMO Financial (7177 JP) (GMO-F) on September 25 2018, and GMO Payment Gateway (3769 JP) (GMO-PG) on December 17 2018, raised a combined ¥55.6b and, after the deduction of the yet-to-be-determined tax on the realised gains, should more than offset the ‘crypto’ losses. According to CFO Yasuda, any surplus from this exercise will be used to pay down debt. Also discussed below and in keeping with this GMO-i ‘MO’, in 2015, the company twice sold shares in its listed subsidiaries to ‘smooth out’ less-than-desirable operating results.

In the DETAIL section below we will cover the following topics:-

I: THE GMO-i TRACK RECORD – TOP-DOWN v. BOTTOM UP

  • BOTTOM LINE No. 1: NET INCOME
  • BOTTOM LINE No.2 – COMPREHENSIVE INCOME

II: THE GMO-i BUSINESS MODEL – THROWING JELLY AT THE WALL

III: THE GMO-i BALANCE SHEET – NOT SO HAPPY RETURNS

IV: THE GMO-i CASH FLOW – DEBT-FUNDED CASH PILE

V: THE GMO-i VALUATION – TWO METHODS > SAME RESULT

  • VALUATION METHOD No.1 – THE ‘LISTCO DISCOUNT’
  • VALUATION METHOD No.2 – RESIDUAL INCOME

CONCLUSION – For those unable or unwilling to read further, we conclude that GMO-i ‘rump’ is a grossly-overrated business. Despite having started and spun off several valuable GMO Group entities, CEO Kumagai bears responsibility for two decades of serial and very poorly-timed ‘mal-investments’. As a result, the stock market has, except for the ‘cryptocurrency’-induced frenzy of the first six months of 2018, historically not accorded GMO-i any premium for future growth, and has correctly looked beyond the ‘siren song’ of the ‘HoldCo discount’. According to the two valuation methodologies described below, the company is, however, fairly valued at the current share price of ¥1,460. Investors looking for a return to the market-implied 3% perpetual growth rate of mid–2018 are likely to be as disappointed as those wishing for BTC to triple from here.

4. Halla Holdings Stub Trade: Downwardly Mean Reversion in Favor of Mando

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  • Halla Holdings is falling nearly 5% today. Holdco said it’d give a ₩2,000 div per share. This is about 4.5% div yield at yesterday’s closing price. 5% drop today shouldn’t be much as an ex-dividend date price drop. Mando fell 5%. Mando was oversold relative to the other local auto stocks, particularly to Halla Holdings. They are still close to +1 σ on a 20D MA.
  • Mando-Hella Elec has been another reason behind Holdco’s valuation divergence against Mando lately. I believe Mando-Hella is being overhyped. Mando-Hella-caused divergence should no longer be effective. I expect ‘downwardly’ mean reversion from now on. I’d go short Holdco and long Mando at this point.

5. GUNKUL (GUNKUL TB): Solar to Drive Top-Line Growth

  • Good payout ratio, good growth in core profit, and strong long-term sales growth relative to its sector
  • Acquisition of 49% stake in a 30MW solar farm in Malaysia with a commercial operation date (COD) set for 1Q20 to support revenue growth
  • High volume of solar rooftop installation projects planned for Charoen Pokphand Foods Pub (CPF TB) and other private firms to boost GUNKUL’s construction revenue
  • Attractive at 19CE* PEG ratio of 0.5 relative to ASEAN Industry at 1.6
  • Risk: Lower than expected electricity demand, unfavorable weather conditions

* Consensus Estimates

Daily Consumer: Last Week in Event SPACE: Familymart, Takeda, Harbin Electric, Motherson, Young Poong, NTT and more

By | Consumer

In this briefing:

  1. Last Week in Event SPACE: Familymart, Takeda, Harbin Electric, Motherson, Young Poong, NTT

1. Last Week in Event SPACE: Familymart, Takeda, Harbin Electric, Motherson, Young Poong, NTT

22%20dec%20%202018

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

Recapping the original plan: when Familymart Uny Holdings (8028 JP) (“FM”) sold the remaining 60% of UNY to Don Quijote Holdings (7532 JP) (DQ), it entered into an agreement to buy 20+% in DQ, for one of two reasons; 1) a company wants to prove to the employees of a division being sold that they are maintaining a watchful eye over them, or (as is now evident) 2) the buyer wants to gain an equity method affiliate and the income from it (including the placeholder for frontrunner status to future capital events). 

  • FM launched a Partial Tender Offer at a 20% premium to last in order to buy these shares, and in the MOU to launch the tender offer there was a clause which said that if FM did not reach the full 20%, it had made arrangements to borrow shares in order to get to 20% of the voting rights. And if FM did not manage to get to the full 20%, there was an agreement between DQ which allowed FM to buy shares in the market to get to a 20% (but not larger) position. 
    • If FM managed to get the shares, it was going to buy from the weak hands.  Growth stock managers don’t like selling growth stocks until the growth stops growing. DQ is still growing, and with UNY, DQ may grow faster than previously expected. The upshot is that everyone decided they’d stand pat – FM got nothing in the tender (0.08% of the total desired).
  • Shares in DQ could fall because of a lack of hard strategy announced by FM to buy all the shares at a higher price immediately. That shouldn’t be a big worry – it wasn’t going to happen.
  • Travis Lundy sees DQ having a performance skew which includes a “cushion of sorts” in the ¥5500-6600/share zone where he would expect FM to acquire shares. He does not see a cushion for the shares of FM, and expects them to be volatile. 

(link to Travis’ insight: FamilyMart Tender Offer for Don Quijote Misses The Mark as Mr. Partridge Stands Pat)  


Harbin Electric Co Ltd H (1133 HK) (Mkt Cap: $546mn; Liquidity: $0.4mn)

Power generation equipment manufacturer Harbin Electric Co Ltd H (1133 HK) is currently suspended pursuant to Hong Kong’s Codes on Takeovers and Mergers and Share Buy-backs, suggesting a privatisation offer from parent Harbin Electric Corporation (“HEC”) is pending. As HE is PRC incorporated, a privatisation by way of a merger by absorption may be proposed, similar to Advanced Semiconductor Mfg Corp Ltd. (3355 HK) as discussed in ASMC’s Merger By Absorption. 

  • It is possible this suspension is not in relation to a takeover, but a major sale of assets, for example, from the parent to the sub. This would make sense given the recent share purchase by HEC (completed in January this year), and the fact HE is playing catch-up to Dongfang Electric Corporation (1072 HK) Shanghai Electric Group Company (2727 HK). Arguably, launching a takeover shortly after subscribing for more shares is unusual.  Then again, when the two SOE railway behemoths CNR and CSR merged in 2015, a merger was disputed (at the time) when both were suspended on account of the fact CNR was only listed (on the HK exchange) in 2Q14.
  • HE has perennially traded at discount to net cash. As at its last traded price, the discount to net cash (using the 2018 interim figure of HK$12.4bn, or HK$7.27/share) was 65%.
  • “Fair” pricing to me would be something like the distribution of net cash to zero then taking over the company on PER. I simply don’t see this happening. And if it doesn’t, the fiduciary duty of independent directors will be tested/scrutinised if they recommend an offer to shareholders at any price less than the net cash/share of the company.

(link to my insight: Harbin Electric Expected To Be Privatised)  


Motherson Sumi Systems (MSS IN) (Mkt Cap: $7.7bn; Liquidity: $1.6mn)

Reportedly Motherson has entered merger/acquisition talks with Leoni AG (LEO GR), a leading provider of cables and cable systems for the automotive sector and other industries. Motherson has made four acquisitions so far in this business segment with the latest being PKC in 2017.

  • Motherson has always aimed at strengthening this business area internationally, therefore the news about a merger with Leoni comes as no surprise and was mentioned as a potential acquisition target in LightStream Research‘s earlier insight Two More Acquisitions on the Way for Motherson Sumi
  • Motherson has a strong balance sheet that could support this acquisition, although its ability to make further acquisitions in the short-to-medium term may be hampered – Leoni would be at the higher end of the price range for recent acquisitions. Should the acquisition go through, the company will be very well positioned to reach its US$18bn revenue target by 2020E, given that the combined revenue for FY2017 alone is ~US$13bn.
  • Currently, Motherson is trading at an FY1 EV/EBITDA of 10x, slightly above peers such as Mahindra Cie Automotive (MACA IN) (9x) and below peers such as Bosch Ltd (BOS IN) (25x). If the deal goes through, Motherson’s FY1 EV/EBITDA of ~12x would be at a slight premium to local players, but still reasonable compared to international players. 

(link to Aqila Ali ‘s insight: Motherson In Merger Talks with One of Our Previously Short-Listed Candidates – Leoni)  


MYOB Group Ltd (MYO AU) (Mkt Cap: $1.2bn; Liquidity: $7mn)

Kohlberg Kravis Roberts reduced its indicative offer to $3.40 from $3.77 on Thursday after sifting through MYOB’s books, with MYOB announcing:

Following completion of due diligence and finalisation of debt funding commitments, KKR has revised the offer price to $3.40 per share. …  The board has informed KKR that it is not in a position to recommend the revised proposal, however it remains in discussions with KKR regarding its proposal. (my emphasis)

(link to my insight: Friday Deadline Looms As MYOB Snubs KKR’s Reduced Offer)

EVENTS

NTT (Nippon Telegraph & Telephone) (9432 JP) (Mkt Cap: $75bn; Liquidity: $181mn)

The Nikkei carried an article noting that the Japanese government’s FY2019 budget currently being formed proposes a sale of ¥160bn of shares in NTT to help fund any revenue impact from the upcoming consumption tax rate hike from 8% to 10% next October. The article helpfully notes that they plan on selling when NTT is buying back shares. One of the longstanding features of buybacks for NTT is that NTT is subject to the NTT Law which requires (for the moment) that the government hold at least one-third of the shares outstanding in NTT.

  • Travis estimates NTT has ~1.95bn shares outstanding, or ~1.917bn shares outstanding ex-Treasury shares, after recent buybacks. If NTT cancelled the shares it has bought back prior to buying back shares from the government, this would allow NTT to buy back 59mm shares from the government (assuming those shares are also cancelled). If it did not, it would mean NTT could only buy back about 42-43mm shares. 59mm shares backs out ¥250bn; 43mm shares at a 10% discount would be  ¥180bn. That means there is about 10% leeway in stock price to buy ¥160bn from the government IF shares repurchased under the current buyback are not cancelled.
  • But that also means that there would be no more buybacks from the government after that until the company buys back more shares from the market. If the company wanted to buy back another ¥200bn from the government, ceteris paribus it would have to buy back something like ¥400-450bn first from the market in order to reduce the denominator. Travis concludes there is still more on-market buying to do.
  • At an NTT/ NTT Docomo Inc (9437 JP) ratio of 1.80x, buybacks coming, expected ongoing strong dividend policy (and lots of headroom to do so, unlike perhaps Softbank Corp (9434 JP)), and investor suspicion of what comes next for Docomo, NTT is the home of the cashflow.

(link to Travis’ insight: NTT Buybacks Will Roll On)  


Takeda Pharmaceutical (4502 JP) Softbank Corp (9434 JP)

The IPO of Softbank Corp and the Merger of Takeda and Shire Pharmaceuticals create significant changes in TOPIX, MSCI, and FTSE because of the addition of roughly ¥5tn of “new” market capitalization in major Japan indices. Pure passive investors have something like ¥1.35tn of Softbank Corp and Takeda Pharmaceutical to buy.

  • However, after Travis’ initial note (Softbank Corp, Takeda, and Newton’s Three Laws of Motion), TSE unhelpfully changed their mind on timing (for Takeda) based on an unhelpful change by the LSE. With the changes at FTSE and now TOPIX and JPX Nikkei 400, we no longer have quite the same clarity of forces on the bodies, and therefore less clarity on the resulting motion. The LSE’s announced market change appears to have led the MSCI to change its deletion date for Shire as well, now also (along with FTSE) deleting Shire at the close of the 21st. The new schedule is:
    Index DeletionShire
    (shs mm)
    Index InclusionTakeda
    (shs mm)
    Index Effect
    (US$ bn)
    Net Delta
    (US$bn)
    21 DecMSCI -50MSCI JP+75– $0.3bn+$1.3bn
    21 DecFTSE UK, All-Share,-100-130FTSE JP+15-$5.2bn+– $2.1bn

    rest of December – end of a pretty bad year for hedge funds, but illiquid

    all of January

    30 JanTOPIX-$1.9bnTOPIX, JPXN400

    +60

    +$2.1bn+$2.1bn
    30 JanTOPIX-$3.5bnTOPIXSoftbank+$3.5bn+$3.5bn
    all of February
    27 FebTOPIX, JPXN400+60+$2.1bn+$2.1bn
  • It doesn’t change the amounts but a lot more time allows for more risk and preparation and there will no longer be any potential settlement issues on the TOPIX side. There is still the same amount of Takeda to buy in TOPIX and JPX Nikkei 400. 
  • In principle, Travis would want to be long Takeda at the close of the year of 2018, but given the LSE and TSE changes there is less support to give and the payoff is substantially more distant. 

links to Travis’ insights
Softbank Corp, Takeda, and Newton’s Three Laws of Motion
Takeda: Move Over Newton! Now It’s Spooky Action At a Distance


Dic Corp (4631 JP) (Mkt Cap: $2.8bn; Liquidity: $15mn)

Speciality steel maker Nisshin Steel (5413 JP) is slated to merge with parent company Nippon Steel & Sumitomo Metal (5401 JP) as of January 1, 2019. For that, Nisshin Steel will be delisted on December 26th (i.e. the last day of trading is the 25th) and that means the Nikkei Inc was obliged to choose a replacement for Nisshin Steel in the Nikkei 225 and other indices. On December 11th, the Nikkei Inc announced Itoham Yonekyu Holdings Inc (2296 JP) would take Nisshin’s place in the Nikkei 500 Index; announced that Japan Post Holdings (6178 JP) would join the Nikkei 300 Index; and announced that Dic Corp (4631 JP) would replace Nisshin Steel in the Nikkei Stock Average, better known as the Nikkei 225.

  • Nisshin Steel’s deletion is a nothing-burger. 
  • The possibility of a DIC addition was well-flagged as early as May when sell-side brokers started compiling Annual and Ad Hoc Review lists for the Nikkei 225 changes to come in September and as a result of the Nisshin Steel merger. Travis would rather be long DIC than short DIC through the close of December 21st or probably December 25th. 

(link to Travis’ insight: Small Potatoes Nikkei 225 Changes on Christmas Day)

STUBS/HOLDCOS

Young Poong (000670 KS) / Korea Zinc (010130 KS)

YP appeared “cheap” back in April when I last discussed this Holdco, and is now cheaper, with its holding in KZ accounting for near-on 200% of its market cap.  I can’t think of any other parent/subsidiary relationship – one which is essentially a single stock structure – with such a deep discount. Especially one where the stub ops operate in a similar space to that of the listed holding. 

  • On the negative front, an investigation into YP’s Seokpo zinc smelter remains ongoing on account of perceived environmental transgressions. The Seokpo smelter is located in a national park on the Nakdong river. Wastewater containing above-legal limits of certain chemicals (fluoride and selenium) allegedly flowed downstream to residents, who are heavily reliant on this water.
  • YP’s stub and KZ are in the same business, but there are differences. YP does not have a balanced product mix as KZ does, with around 84% of its revenue coming from zinc-related production (for the 9M18 period), compared to 42.5% (on a revenue basis) for KZ, followed by lead (20.4%), silver (20.2%), and gold (7.6%).
  • However, YP and KZ remain inextricably intertwined and the current discount is unjustifiably steep. Just that YP’s liquidity, uncertainty on Seokpo, and lack of a near-term catalyst make for a difficult stub set-up.

(link to my insight: StubWorld: Young Poong Blows Out, Again)  


Softbank Group (9984 JP) / Softbank Corp (9434 JP)

A forgettable trading debut for Japan’s largest-ever IPO, with Softbank Corp, closing at ¥1,282/share, down from the IPO price of ¥1,500, and closing at ¥1,316/share on Friday, the same day as its FTSE inclusion.

TOPIX INCLUSIONS!

With seven stocks promoted/reassigned from TSE2, MOTHERS, and JASDAQ in November 2018 leading to the same seven stocks being included in TOPIX at the end of December, Travis tested 340+ TOPIX inclusions over the past five years to see what really happens around TOPIX inclusions?

  • If you own all but the smallest stocks (with a market cap of less than ¥15bn), odds are that, ON AVERAGE, they will underperform TOPIX from inclusion date or the day after, for many months.
  • The larger the market cap, the more marked the AVERAGE underperformance immediately following inclusion. 
  • For names in the ¥25-50bn sweet spot of “large enough to be “small cap” with somebody paying attention to it”, outperformance vs underperformance in the next 10 days is a 47/53 proposition. That is a bigger risk. It may be data-idiosyncratic, but it is not clear.
  • In the case of the 7 names going into TOPIX at month-end this month, the averages would suggest one could still be long the four largest (at the time of Travis’ insight), but one would not want to be long the others; and one could sell long positions in all the names as of the close of the 27th or 28th and have it be an ex-ante expected net positive outcome vs TOPIX over the following 10-60 trading days.

(link to Travis’ insight: Historical TOPIX Inclusions:  How Do They Do Around Inclusion Date?)

SHARE CLASSIFICATIONS

Ke Yan, CFA, FRM provided an update on the HK Connect/southbound flow. Fullshare Holdings (607 HK)Shandong Gold Mining Co Ltd (1787 HK) and Shanghai Fosun Pharmaceutical (Group) (2196 HK) rounded out the top three inflows relative to their free float in the past seven days.  Shandong Gold remained in the top inflow list for the third consecutive week. Top outflows relative to the free float are Wuxi Biologics (Cayman) Inc (2269 HK), China Southern Airlines (1055 HK) and Sino Biopharmaceutical (1177 HK)

(link to Ke Yan’s insight: Discover HK Connect: Mainlanders Are Buying Shandong Gold, and Pharmaceuticals (2018-12-17))  


Briefly …

OTHER M&A UPDATES

  • LCY Chemical Corp (1704 TT).  MOEA (Ministry of Economic Affairs) approval has now been received and LCY has applied for the delisting from the TWSE. The last trading day is the 23 Jan 2019 and the stock delists on the 30 Jan.  The settlement is expected to take place mid-Feb.
  • Healthscope Ltd (HSO AU). In an ASX announcement on Friday Brookfield said: “based on its enquiries and financing discussions to date, it has no reason to believe it will not be willing and able to proceed with the proposal“. The exclusivity provisions have been extended to 18 January. Separately, Healthscope has also received correspondence from the BGH-AustralianSuper Consortium that it has indicated it is able to commence due diligence immediately. HSO’s board stated it will consider the correspondence. These are both positive developments.

CCASS

My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions.  These may be indicative of share pledges.  Or potential takeovers. Or simply help understand volume swings. 

Often these moves can easily be explained – the placement of new shares, rights issue, movements subsequent to a takeover, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.   

Name

% change

Into

Out of

Comment

11.53%
CMBC
China Sec
37.50%
Kingston
Outside CCASS
17.24%
UBS
Outside CCASS
Source: HKEx

Daily Korea: Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon and more

By | South Korea

In this briefing:

  1. Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon
  2. Celltrion/Celltrion H Pair: Last 2 Days Must Be Price Divergence, Not Mean Reversion
  3. Are US Stocks A Buy Yet?
  4. Korea Stock Market Monthly Recap #31 (December 2018)
  5. Monthly Geopolitical Comment: Redrafting of Global Map of Political Alliances to Continue in 2019

1. Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon

1

  • Hyosung Corporation (004800 KS) had fallen 16% just in two days. Holdco is now at a 50% discount to NAV. This is a 10%p drop from 10 days ago (Dec 19). Holdco price must have been overly corrected. The ongoing police investigation on Cho Hyun-joon’s alleged crime won’t lead to a delisting. 10%p drop in discount to NAV must be a price divergence, not a sensible price correction.
  • Trade volume remained steady. Local hedge funds led the selling on Dec 27. Even they changed their position the following day. No short selling spike has been seen either. Hyosung is one of the highest yielding div holdco stocks. Hyosung Capital liquidation and Anyang Plant revaluation would be another short-term plus.
  • I’d exploit this price divergence. It would soon revert to the Dec 19 discount level. It should at least stay at the peer average.

2. Celltrion/Celltrion H Pair: Last 2 Days Must Be Price Divergence, Not Mean Reversion

4

  • The accounting fraud issue had hammered the Celltrion duo nearly equally up until Dec 26. But last two days were different. Healthcare got hurt much more deeply. Celltrion fell only 2.41%, but Healthcare fell 11.52%.
  • The accounting issue is supposed to be equal to both. KOSPI move and merger are still alive to push up Healthcare. Local institutions and foreigners have bashed both pretty much equally in the last two days. This is another sign that it was more of a price divergence than a mean reversion.
  • The duo is now at 20D MA and also the yearly mean. I expect it to go substantially below the yearly mean on KOSPI move and merger expectations. A powerful downwardly mean adjusting force still seems to be in action. I’d long Healthcare and short Celltrion to exploit the latest price divergence.

3. Are US Stocks A Buy Yet?

Usra

  • 5%-like rallies on Wall Street are signs of a bear market not a bull market
  • Bull markets require strong liquidity and low risk appetite, neither yet apply
  • Risk appetite readings at minus 12.6 are still above the minus 40 criterion for an upturn
  • Recent large fall in risk appetite consistent with upcoming economic recession

4. Korea Stock Market Monthly Recap #31 (December 2018)

Kospi

Korean stock market declined again in December. KOSPI was down 2.7% in December and completed 2018 with a decline of 18% this year. Investors remained cautious preferring to increase their capital allocation to defensive sectors such as utilities. However, December was a bit unusual in that KOSPI declined much less than the US market (S&P 500 was down 9% in December). In the past few months, there has been a noticeable outperformance of numerous emerging markets stocks relative to the US stock market.

Fool me once, fool me twice, fool me three times? It has been 10 years since the last Great Repression. Unlike in 2008, when the US Fed Fund rate plummeted from 4.1% in the beginning of the year to 0.09% at the end of the year, the US Fed Fund rate kept climbing throughout the year. The share price declines in global equity markets around the world this year are probably reflecting the concerns about a potential recession in the next two years. 

Our model portfolio was down 2.0% in December (cash is 30% of model portfolio), outperforming KOSPI which was down 2.8% in December. Starting January 2019, we are increasing the cash portion to 35% of the model portfolio, to become more defensive in capital allocation. 

The top 10 events impacting the Korean stock market, economy, & politics in December were as follows:

  • Global markets volatility
  • Growing concerns about the declining memory prices on the semiconductor sector
  • Investors trying to find next HanjinKal
  • Hyundai Motor Group and Korean Government’s Big Push into Hydrogen Fuel Cell Vehicles 
  • Jim Rogers & Ananti
  • The EU agrees to cut carbon emissions from cars by 37.5% by 2030
  • Amorepacific’s strong rebound
  • Korean prefs vs. common
  • Samsung Biologics trades again
  • Naver’s surprising stock option plan

The top three reports we wrote in December related to the Korean market were as follows (in terms of views & appreciates): 

5. Monthly Geopolitical Comment: Redrafting of Global Map of Political Alliances to Continue in 2019

The year 2018 has proven tumultuous for global markets. Rapidly changing geopolitical priorities of the US, an erstwhile hegemon, have played a role no less significant than the withdrawal of liquidity by leading central banks or US monetary policy tightening. The US has openly declared that it is in a state of “cold war” with China. Despite the recent truce, signs are abundant that the confrontation between the two global superpowers will continue into 2019 and beyond. In 2019, we expect more countries to find themselves in a position where they must choose who they want to side with, the US or China. There are other tectonic shifts, too, which are causing re-alignment of global geopolitical alliances.

Daily Korea: Singapore REIT – Preferred Picks 2019 and more

By | South Korea

In this briefing:

  1. Singapore REIT – Preferred Picks 2019
  2. Micron’s Guidance Bombshell Signals Troubled Times Ahead For Beleaguered Semiconductor Segment
  3. Last Week in Event SPACE: Familymart, Takeda, Harbin Electric, Motherson, Young Poong, NTT

1. Singapore REIT – Preferred Picks 2019

With the FTSE ST REIT index’s decline of 9.3% year-to-date, value has emerged for some of the bellwether names in the Singapore REITs sector. The forward yield spread between these REITs and the Singapore government 10-year bond yield (2.13%) currently stand at least 390 basis points. In view of the increasing concerns over global economic growth, rising interest rates and the ongoing trade tension between the US and China, I present three quality REITs with fortified portfolios that are well-positioned to weather the near-term market uncertainties. They possess growth potential from acquisitions, positive rental reversions and deliver resilient forward distribution yield of more than 6%. Some of the bellwether names in the more resilient retail REIT sector, while offering lower yield of around 5.0% – 5.7%, are also in my buy list. 

2. Micron’s Guidance Bombshell Signals Troubled Times Ahead For Beleaguered Semiconductor Segment

Screen%20shot%202018 12 20%20at%2011.20.25%20am

After months of skirting around inventory build-up and a weakening demand outlook, Micron used their latest earnings report to call closing time on a revenue and profitability party that began in Q4 2016 and just got better and better with each passing quarter. 

Micron reported Q1 FY2019 results on December 18’th and while revenues were largely in line with recently lowered guidance from the company, their outlook for both Q2 and 2019 as a whole was worse than even the most bearish of expectations. 

Citing high inventory levels at key customers, Micron guided Q2 FY2019 revenues for $6 billion at the midpoint, down a staggering $1.9 billion, 24% QoQ and 18% YoY. At the same time, Micron revised down their CY2019 bit demand growth forecast for both DRAM (from 20% to 16%) and NAND (35%, the bottom of the previously forecasted range). The company plans to adjust both CapEx and bit supply output downwards to match.

In the wake of their guidance bombshell, Micron’s share price closed down almost 8% the following day to end the session at $31.41, a level last seen in August 2017. Micron is unique in reporting out of sync with its industry peers, making it the proverbial canary in a coal mine. The company’s gloomy outlook and clarion call for further CapEx reductions in a bid to rebalance supply and demand spells troubled times ahead for an already beleaguered semiconductor segment ahead of the upcoming earnings season. 

3. Last Week in Event SPACE: Familymart, Takeda, Harbin Electric, Motherson, Young Poong, NTT

22%20dec%20%202018

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

Recapping the original plan: when Familymart Uny Holdings (8028 JP) (“FM”) sold the remaining 60% of UNY to Don Quijote Holdings (7532 JP) (DQ), it entered into an agreement to buy 20+% in DQ, for one of two reasons; 1) a company wants to prove to the employees of a division being sold that they are maintaining a watchful eye over them, or (as is now evident) 2) the buyer wants to gain an equity method affiliate and the income from it (including the placeholder for frontrunner status to future capital events). 

  • FM launched a Partial Tender Offer at a 20% premium to last in order to buy these shares, and in the MOU to launch the tender offer there was a clause which said that if FM did not reach the full 20%, it had made arrangements to borrow shares in order to get to 20% of the voting rights. And if FM did not manage to get to the full 20%, there was an agreement between DQ which allowed FM to buy shares in the market to get to a 20% (but not larger) position. 
    • If FM managed to get the shares, it was going to buy from the weak hands.  Growth stock managers don’t like selling growth stocks until the growth stops growing. DQ is still growing, and with UNY, DQ may grow faster than previously expected. The upshot is that everyone decided they’d stand pat – FM got nothing in the tender (0.08% of the total desired).
  • Shares in DQ could fall because of a lack of hard strategy announced by FM to buy all the shares at a higher price immediately. That shouldn’t be a big worry – it wasn’t going to happen.
  • Travis Lundy sees DQ having a performance skew which includes a “cushion of sorts” in the ¥5500-6600/share zone where he would expect FM to acquire shares. He does not see a cushion for the shares of FM, and expects them to be volatile. 

(link to Travis’ insight: FamilyMart Tender Offer for Don Quijote Misses The Mark as Mr. Partridge Stands Pat)  


Harbin Electric Co Ltd H (1133 HK) (Mkt Cap: $546mn; Liquidity: $0.4mn)

Power generation equipment manufacturer Harbin Electric Co Ltd H (1133 HK) is currently suspended pursuant to Hong Kong’s Codes on Takeovers and Mergers and Share Buy-backs, suggesting a privatisation offer from parent Harbin Electric Corporation (“HEC”) is pending. As HE is PRC incorporated, a privatisation by way of a merger by absorption may be proposed, similar to Advanced Semiconductor Mfg Corp Ltd. (3355 HK) as discussed in ASMC’s Merger By Absorption. 

  • It is possible this suspension is not in relation to a takeover, but a major sale of assets, for example, from the parent to the sub. This would make sense given the recent share purchase by HEC (completed in January this year), and the fact HE is playing catch-up to Dongfang Electric Corporation (1072 HK) Shanghai Electric Group Company (2727 HK). Arguably, launching a takeover shortly after subscribing for more shares is unusual.  Then again, when the two SOE railway behemoths CNR and CSR merged in 2015, a merger was disputed (at the time) when both were suspended on account of the fact CNR was only listed (on the HK exchange) in 2Q14.
  • HE has perennially traded at discount to net cash. As at its last traded price, the discount to net cash (using the 2018 interim figure of HK$12.4bn, or HK$7.27/share) was 65%.
  • “Fair” pricing to me would be something like the distribution of net cash to zero then taking over the company on PER. I simply don’t see this happening. And if it doesn’t, the fiduciary duty of independent directors will be tested/scrutinised if they recommend an offer to shareholders at any price less than the net cash/share of the company.

(link to my insight: Harbin Electric Expected To Be Privatised)  


Motherson Sumi Systems (MSS IN) (Mkt Cap: $7.7bn; Liquidity: $1.6mn)

Reportedly Motherson has entered merger/acquisition talks with Leoni AG (LEO GR), a leading provider of cables and cable systems for the automotive sector and other industries. Motherson has made four acquisitions so far in this business segment with the latest being PKC in 2017.

  • Motherson has always aimed at strengthening this business area internationally, therefore the news about a merger with Leoni comes as no surprise and was mentioned as a potential acquisition target in LightStream Research‘s earlier insight Two More Acquisitions on the Way for Motherson Sumi
  • Motherson has a strong balance sheet that could support this acquisition, although its ability to make further acquisitions in the short-to-medium term may be hampered – Leoni would be at the higher end of the price range for recent acquisitions. Should the acquisition go through, the company will be very well positioned to reach its US$18bn revenue target by 2020E, given that the combined revenue for FY2017 alone is ~US$13bn.
  • Currently, Motherson is trading at an FY1 EV/EBITDA of 10x, slightly above peers such as Mahindra Cie Automotive (MACA IN) (9x) and below peers such as Bosch Ltd (BOS IN) (25x). If the deal goes through, Motherson’s FY1 EV/EBITDA of ~12x would be at a slight premium to local players, but still reasonable compared to international players. 

(link to Aqila Ali ‘s insight: Motherson In Merger Talks with One of Our Previously Short-Listed Candidates – Leoni)  


MYOB Group Ltd (MYO AU) (Mkt Cap: $1.2bn; Liquidity: $7mn)

Kohlberg Kravis Roberts reduced its indicative offer to $3.40 from $3.77 on Thursday after sifting through MYOB’s books, with MYOB announcing:

Following completion of due diligence and finalisation of debt funding commitments, KKR has revised the offer price to $3.40 per share. …  The board has informed KKR that it is not in a position to recommend the revised proposal, however it remains in discussions with KKR regarding its proposal. (my emphasis)

(link to my insight: Friday Deadline Looms As MYOB Snubs KKR’s Reduced Offer)

EVENTS

NTT (Nippon Telegraph & Telephone) (9432 JP) (Mkt Cap: $75bn; Liquidity: $181mn)

The Nikkei carried an article noting that the Japanese government’s FY2019 budget currently being formed proposes a sale of ¥160bn of shares in NTT to help fund any revenue impact from the upcoming consumption tax rate hike from 8% to 10% next October. The article helpfully notes that they plan on selling when NTT is buying back shares. One of the longstanding features of buybacks for NTT is that NTT is subject to the NTT Law which requires (for the moment) that the government hold at least one-third of the shares outstanding in NTT.

  • Travis estimates NTT has ~1.95bn shares outstanding, or ~1.917bn shares outstanding ex-Treasury shares, after recent buybacks. If NTT cancelled the shares it has bought back prior to buying back shares from the government, this would allow NTT to buy back 59mm shares from the government (assuming those shares are also cancelled). If it did not, it would mean NTT could only buy back about 42-43mm shares. 59mm shares backs out ¥250bn; 43mm shares at a 10% discount would be  ¥180bn. That means there is about 10% leeway in stock price to buy ¥160bn from the government IF shares repurchased under the current buyback are not cancelled.
  • But that also means that there would be no more buybacks from the government after that until the company buys back more shares from the market. If the company wanted to buy back another ¥200bn from the government, ceteris paribus it would have to buy back something like ¥400-450bn first from the market in order to reduce the denominator. Travis concludes there is still more on-market buying to do.
  • At an NTT/ NTT Docomo Inc (9437 JP) ratio of 1.80x, buybacks coming, expected ongoing strong dividend policy (and lots of headroom to do so, unlike perhaps Softbank Corp (9434 JP)), and investor suspicion of what comes next for Docomo, NTT is the home of the cashflow.

(link to Travis’ insight: NTT Buybacks Will Roll On)  


Takeda Pharmaceutical (4502 JP) Softbank Corp (9434 JP)

The IPO of Softbank Corp and the Merger of Takeda and Shire Pharmaceuticals create significant changes in TOPIX, MSCI, and FTSE because of the addition of roughly ¥5tn of “new” market capitalization in major Japan indices. Pure passive investors have something like ¥1.35tn of Softbank Corp and Takeda Pharmaceutical to buy.

  • However, after Travis’ initial note (Softbank Corp, Takeda, and Newton’s Three Laws of Motion), TSE unhelpfully changed their mind on timing (for Takeda) based on an unhelpful change by the LSE. With the changes at FTSE and now TOPIX and JPX Nikkei 400, we no longer have quite the same clarity of forces on the bodies, and therefore less clarity on the resulting motion. The LSE’s announced market change appears to have led the MSCI to change its deletion date for Shire as well, now also (along with FTSE) deleting Shire at the close of the 21st. The new schedule is:
    Index DeletionShire
    (shs mm)
    Index InclusionTakeda
    (shs mm)
    Index Effect
    (US$ bn)
    Net Delta
    (US$bn)
    21 DecMSCI -50MSCI JP+75– $0.3bn+$1.3bn
    21 DecFTSE UK, All-Share,-100-130FTSE JP+15-$5.2bn+– $2.1bn

    rest of December – end of a pretty bad year for hedge funds, but illiquid

    all of January

    30 JanTOPIX-$1.9bnTOPIX, JPXN400

    +60

    +$2.1bn+$2.1bn
    30 JanTOPIX-$3.5bnTOPIXSoftbank+$3.5bn+$3.5bn
    all of February
    27 FebTOPIX, JPXN400+60+$2.1bn+$2.1bn
  • It doesn’t change the amounts but a lot more time allows for more risk and preparation and there will no longer be any potential settlement issues on the TOPIX side. There is still the same amount of Takeda to buy in TOPIX and JPX Nikkei 400. 
  • In principle, Travis would want to be long Takeda at the close of the year of 2018, but given the LSE and TSE changes there is less support to give and the payoff is substantially more distant. 

links to Travis’ insights
Softbank Corp, Takeda, and Newton’s Three Laws of Motion
Takeda: Move Over Newton! Now It’s Spooky Action At a Distance


Dic Corp (4631 JP) (Mkt Cap: $2.8bn; Liquidity: $15mn)

Speciality steel maker Nisshin Steel (5413 JP) is slated to merge with parent company Nippon Steel & Sumitomo Metal (5401 JP) as of January 1, 2019. For that, Nisshin Steel will be delisted on December 26th (i.e. the last day of trading is the 25th) and that means the Nikkei Inc was obliged to choose a replacement for Nisshin Steel in the Nikkei 225 and other indices. On December 11th, the Nikkei Inc announced Itoham Yonekyu Holdings Inc (2296 JP) would take Nisshin’s place in the Nikkei 500 Index; announced that Japan Post Holdings (6178 JP) would join the Nikkei 300 Index; and announced that Dic Corp (4631 JP) would replace Nisshin Steel in the Nikkei Stock Average, better known as the Nikkei 225.

  • Nisshin Steel’s deletion is a nothing-burger. 
  • The possibility of a DIC addition was well-flagged as early as May when sell-side brokers started compiling Annual and Ad Hoc Review lists for the Nikkei 225 changes to come in September and as a result of the Nisshin Steel merger. Travis would rather be long DIC than short DIC through the close of December 21st or probably December 25th. 

(link to Travis’ insight: Small Potatoes Nikkei 225 Changes on Christmas Day)

STUBS/HOLDCOS

Young Poong (000670 KS) / Korea Zinc (010130 KS)

YP appeared “cheap” back in April when I last discussed this Holdco, and is now cheaper, with its holding in KZ accounting for near-on 200% of its market cap.  I can’t think of any other parent/subsidiary relationship – one which is essentially a single stock structure – with such a deep discount. Especially one where the stub ops operate in a similar space to that of the listed holding. 

  • On the negative front, an investigation into YP’s Seokpo zinc smelter remains ongoing on account of perceived environmental transgressions. The Seokpo smelter is located in a national park on the Nakdong river. Wastewater containing above-legal limits of certain chemicals (fluoride and selenium) allegedly flowed downstream to residents, who are heavily reliant on this water.
  • YP’s stub and KZ are in the same business, but there are differences. YP does not have a balanced product mix as KZ does, with around 84% of its revenue coming from zinc-related production (for the 9M18 period), compared to 42.5% (on a revenue basis) for KZ, followed by lead (20.4%), silver (20.2%), and gold (7.6%).
  • However, YP and KZ remain inextricably intertwined and the current discount is unjustifiably steep. Just that YP’s liquidity, uncertainty on Seokpo, and lack of a near-term catalyst make for a difficult stub set-up.

(link to my insight: StubWorld: Young Poong Blows Out, Again)  


Softbank Group (9984 JP) / Softbank Corp (9434 JP)

A forgettable trading debut for Japan’s largest-ever IPO, with Softbank Corp, closing at ¥1,282/share, down from the IPO price of ¥1,500, and closing at ¥1,316/share on Friday, the same day as its FTSE inclusion.

TOPIX INCLUSIONS!

With seven stocks promoted/reassigned from TSE2, MOTHERS, and JASDAQ in November 2018 leading to the same seven stocks being included in TOPIX at the end of December, Travis tested 340+ TOPIX inclusions over the past five years to see what really happens around TOPIX inclusions?

  • If you own all but the smallest stocks (with a market cap of less than ¥15bn), odds are that, ON AVERAGE, they will underperform TOPIX from inclusion date or the day after, for many months.
  • The larger the market cap, the more marked the AVERAGE underperformance immediately following inclusion. 
  • For names in the ¥25-50bn sweet spot of “large enough to be “small cap” with somebody paying attention to it”, outperformance vs underperformance in the next 10 days is a 47/53 proposition. That is a bigger risk. It may be data-idiosyncratic, but it is not clear.
  • In the case of the 7 names going into TOPIX at month-end this month, the averages would suggest one could still be long the four largest (at the time of Travis’ insight), but one would not want to be long the others; and one could sell long positions in all the names as of the close of the 27th or 28th and have it be an ex-ante expected net positive outcome vs TOPIX over the following 10-60 trading days.

(link to Travis’ insight: Historical TOPIX Inclusions:  How Do They Do Around Inclusion Date?)

SHARE CLASSIFICATIONS

Ke Yan, CFA, FRM provided an update on the HK Connect/southbound flow. Fullshare Holdings (607 HK)Shandong Gold Mining Co Ltd (1787 HK) and Shanghai Fosun Pharmaceutical (Group) (2196 HK) rounded out the top three inflows relative to their free float in the past seven days.  Shandong Gold remained in the top inflow list for the third consecutive week. Top outflows relative to the free float are Wuxi Biologics (Cayman) Inc (2269 HK), China Southern Airlines (1055 HK) and Sino Biopharmaceutical (1177 HK)

(link to Ke Yan’s insight: Discover HK Connect: Mainlanders Are Buying Shandong Gold, and Pharmaceuticals (2018-12-17))  


Briefly …

OTHER M&A UPDATES

  • LCY Chemical Corp (1704 TT).  MOEA (Ministry of Economic Affairs) approval has now been received and LCY has applied for the delisting from the TWSE. The last trading day is the 23 Jan 2019 and the stock delists on the 30 Jan.  The settlement is expected to take place mid-Feb.
  • Healthscope Ltd (HSO AU). In an ASX announcement on Friday Brookfield said: “based on its enquiries and financing discussions to date, it has no reason to believe it will not be willing and able to proceed with the proposal“. The exclusivity provisions have been extended to 18 January. Separately, Healthscope has also received correspondence from the BGH-AustralianSuper Consortium that it has indicated it is able to commence due diligence immediately. HSO’s board stated it will consider the correspondence. These are both positive developments.

CCASS

My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions.  These may be indicative of share pledges.  Or potential takeovers. Or simply help understand volume swings. 

Often these moves can easily be explained – the placement of new shares, rights issue, movements subsequent to a takeover, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.   

Name

% change

Into

Out of

Comment

11.53%
CMBC
China Sec
37.50%
Kingston
Outside CCASS
17.24%
UBS
Outside CCASS
Source: HKEx

Daily Japan: Recruit Holdings Down 30% From October; Still Not Cheap and more

By | Japan

In this briefing:

  1. Recruit Holdings Down 30% From October; Still Not Cheap
  2. Japan: 2018 Market Review – Bear Market Rally Ahead
  3. Last Week in Event SPACE: Harbin Electric, MYOB, TMB Bank, Halla Holdings
  4. Are US Stocks A Buy Yet?
  5. Monthly Geopolitical Comment: Redrafting of Global Map of Political Alliances to Continue in 2019

1. Recruit Holdings Down 30% From October; Still Not Cheap

Capture

The share price of Recruit Holdings (6098 JP) has fallen by around 30% over the past three months from an all-time high of JPY3,826 (on 1st October 2018) to JPY2,705 on 24th December 2018. Prior to this, Recruit’s share price saw a strong upward rally during May-September following the company’s announcement that it would acquire Glassdoor Inc. (the company which operates the employment information website glassdoor.com).

We expect Recruit’s consolidated revenue to grow 7.7% and 6.5% YoY in FY03/19E and FY03/20E respectively, driven by the acquisition of Glassdoor and steady growth in Japanese staffing operations, partially offset by a likely slowdown in global labour market activity. We also expect Recruit’s consolidated EBITDA margin to improve by around 50bps due to higher margin from Glassdoor.

Despite the recent dip in share price and steady topline and bottom line growth over the forecast period, at a FY2 EV/EBITDA multiple of 14.0x, Recruit doesn’t look particularly attractive to us. Recruit’s internet advertising business and employment business peers, Yahoo Japan (4689 JP) and Persol Holdings (2181 JP) are trading at FY2 EV/EBITDAs of 7.7x and 9.6x respectively.

Key Financials FY03/18-20E

 

FY03/18

FY03/19E

FY03/20E

Consolidated Revenue (JPYbn)

2,171

2,338

2,490

YoY Growth %

11.9%

7.7%

6.5%

Consolidated EBITDA (JPYbn)

258

288

312

EBITDA Margin %

11.9%

12.3%

12.5%

Source: Company Disclosures/LSR Estimates

2. Japan: 2018 Market Review – Bear Market Rally Ahead

2018 12 29 17 15 52

2018 MARKET REVIEW – In this Insight, we shall review the performance of the Japanese stock market, during 2018 and look forward to the coming year. We shall look back at the year from a Sectors, Peer Group and Company perspective in separate Insights to follow next week.

Source: Japan Analytics

BEAR MARKET RALLY AHEAD – From the January 23rd peak to the December 25th low, the All Market Composite declined 24.5% in Yen terms and 24.9% in US$ terms placing Japan in a bear market for the seventh time since the bursting of the 1989 stock market ‘bubble’. The average stock is now 35% below its one-year high compared with just 10% below at the beginning of the year. Total Market Value is still ¥123t above the low of 12th February 2016, and the question remains – are we replaying March 2008 or February 2016? In both cases, there were bear market rallies (25% and 17%) before the final downward leg – which entailed further declines of 50% and 13%, respectively. In our recent Insight on 21st December – Ticking the Bear Market Boxes – we commented that it was too early for contrarians to start ‘nibbling’. The 1,000 point Nikkei 225 (NKY INDEX) decline the next trading day, and the rebound into the year-end suggests that a case can now be made for, at least, a short-term rally. In the charts in the DETAIL below, we shall explore the case for (✓) and against (✕), and attempt to answer the question of the 2008 or 2016 reprise.

3. Last Week in Event SPACE: Harbin Electric, MYOB, TMB Bank, Halla Holdings

Spins

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

Harbin Electric Co Ltd H (1133 HK) (Mkt Cap: $546mn; Liquidity: $0.4mn)

As previously discussed in Harbin Electric Expected To Be Privatised, Harbin Electric (HE) has now announced a privatisation Offer from parent and 60.41%-shareholder Harbin Electric Corporation (“HEC”) by way of a merger by absorption. The Offer price of $4.56/share, an 82.4% premium to last close, is bang in line with that paid by HEC in January this year for new domestic shares. The Offer price has been declared final. 

  • Of note, the Offer price is a 37% discount to HE’s net cash of $7.27/share as at 30 June 2018. Should the privatisation be successful, this Offer will cost HEC ~HK$3.08bn, following which it can pocket the remaining net cash of $9.3bn PLUS the power generation equipment manufacturer business thrown in for free.
  • On pricing, “fair” to me would be something like the distribution of net cash to zero then taking over the company on a PER with respect to peers. That is not happening. It will be difficult to see how independent directors (and the IFA) can justify recommending an Offer to shareholders at any price below the net cash/share, especially when the underlying business is profit-generating.
  • Dissension rights are available, however, there is no administrative guidance on the substantive as well as procedural rules as to how the “fair price” will be determined under PRC and HK Law.
  • Trading at a gross/annualised spread of 15%/28% assuming end-July completion, based on the average timeline for merger by absorption precedents. As HEC is only waiting for approval from independent H-shareholders suggests this transaction may complete earlier than precedents. 

(link to my insight: Harbin Electric: The Price Is Not Right)  


MYOB Group Ltd (MYO AU) (Mkt Cap: $1.2bn; Liquidity: $7mn)

KKR and MYOB entered into Scheme Implementation Agreement (SIA) at $3.40/share, valuing MYOB, on a market cap basis, at A$2bn. MYOB’s board unanimously recommends shareholders to vote in favour of the Offer, in the absence of a superior proposal. The Offer price assumes no full-year dividend is paid.

  • On balance, MYOB’s board has made the right decision to accept KKR’s reduced Offer. The argument that MYOB is a “known turnaround story” is challenged as cloud-based accounting software providers Xero Ltd (XRO AU)  and Intuit Inc (INTU US) grab market share. This is also reflected in MYOB’s forecast 7% revenue growth in FY18 and follows a 10% decline in first-half profit, despite a 61% jump in online subscribers.
  • And there is justification for KKR’s lowering the Offer price: the ASX is down 10% since KKR’s initial tilt, the ASX technology index is off by ~14%, a basket of listed Aussie peers are down 17%, while Xero, the most comparable peer, is down ~20%. The Scheme Offer is at a ~27% premium to the estimated adjusted (for the ASX index) downside price of $2.68/share.
  • Bain was okay selling at $3.15/share to KKR and will be fine selling its remaining ~6.5% stake at $3.40. Presumably, MYOB sounded out the other major shareholders such as Fidelity, Yarra Funds Management, Vanguard etc as to their read on the revised $3.40 offer, before agreeing to the SIA with KKR.

  • If the markets avoid further declines, this deal will probably get up. If the markets rebound, the outcome is less assured. This Tuesday marks the beginning of a new year and a renewed mandate for investors to take risk, especially an agreed deal; but the current 5.3% annualised spread is tight.

(link to my insight: MYOB Caves And Agrees To KKR’s Reduced Offer)


TMB Bank PCL (TMB TB) (Mkt Cap: $1.2bn; Liquidity: $7mn)

The Ministry of Finance, the major shareholder of TMB, confirmed that both Krung Thai Bank Pub (KTB TB) and Thanachart Capital (TCAP TB) had engaged in merger talks with TMB. Considering an earlier KTB/TMB courtship failed, it is more likely, but by no means guaranteed, that the deal with Thanachart will happen. Bloomberg is also reporting that Thanachart and TMB want to do a deal before the next elections, which is less than two months away.

  • TMB is much bigger than Thanachart and therefore it may boil down to whether TMB wants to be the target or acquirer. In Athaporn Arayasantiparb, CFA‘s view, a deal with Thanachart would leave TMB as the acquirer rather than the target. But Thanachart’s management has a better track record than TMB.
  • Both banks have undergone extensive deals before this one: 1) TMB acquired DBS Thai Danu and IFCT; and 2) Thanachart engineered an acquisition of the much bigger, but struggling, SCIB.
  • A merger between the two would still leave them smaller than Bank Of Ayudhya (BAY TB) and would not change the bank rankings; but it would give TMB a bigger presence in asset management, hire-purchase finance and a re-entry into the securities business.

(link to Athaporn’s insight: Sathorn Series M: TMB-Thanachart Courtship)  

STUBS/HOLDCOS

Halla Holdings (060980 KS) / Mando Corp (204320 KS)

Mando accounts for 45% of Halla’s NAV, which is currently trading at a 50% discount. Sanghyun Park believes the recent narrowing in the discount may be due to the hype attached to Mando-Hella Elec, which he believes is overdone; and recommends a short Holdco and long Mando. Using Sanghyun’s figures, I see the discount to NAV at 51%, 2STD above the 12-month average of ~47%.

(link to Sanghyun’s insight: Halla Holdings Stub Trade: Downwardly Mean Reversion in Favor of Mando)  

SHARE CLASSIFICATIONS

OTHER M&A UPDATES

CCASS

My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions.  These may be indicative of share pledges.  Or potential takeovers. Or simply help understand volume swings. 

Often these moves can easily be explained – the placement of new shares, rights issue, movements subsequent to a takeover, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.   

Name

% change

Into

Out of

Comment

Putian Communication (1720 HK)
69.75%
Shanghai Pudong
Outside CCASS
37.68%
China Industrial
Outside CCASS
16.23%
HSBC
Outside CCASS
Source: HKEx

4. Are US Stocks A Buy Yet?

Usra

  • 5%-like rallies on Wall Street are signs of a bear market not a bull market
  • Bull markets require strong liquidity and low risk appetite, neither yet apply
  • Risk appetite readings at minus 12.6 are still above the minus 40 criterion for an upturn
  • Recent large fall in risk appetite consistent with upcoming economic recession

5. Monthly Geopolitical Comment: Redrafting of Global Map of Political Alliances to Continue in 2019

The year 2018 has proven tumultuous for global markets. Rapidly changing geopolitical priorities of the US, an erstwhile hegemon, have played a role no less significant than the withdrawal of liquidity by leading central banks or US monetary policy tightening. The US has openly declared that it is in a state of “cold war” with China. Despite the recent truce, signs are abundant that the confrontation between the two global superpowers will continue into 2019 and beyond. In 2019, we expect more countries to find themselves in a position where they must choose who they want to side with, the US or China. There are other tectonic shifts, too, which are causing re-alignment of global geopolitical alliances.

Daily Japan: Japan Pharma – Top Picks (28 Dec 2018) and more

By | Japan

In this briefing:

  1. Japan Pharma – Top Picks (28 Dec 2018)
  2. Okinawa Cellular (9436 JP): Warm Tropical Breezes with KDDI
  3. GMO Internet (9447 JP) – Grossly or Modestly Overrated?
  4. Autonomous Driving. Waymo Leading The Charge With Ten Million Miles Driven And Counting
  5. 2019 Asia Selected Gaming Stock Outlook: Headwinds, Tailwinds and Our Top Picks for Entry Levels Now

1. Japan Pharma – Top Picks (28 Dec 2018)

Pa%20coverage 20181228

Source: Pathology Associates research

                                                                                                                                                                                                                                                                        `                        

2. Okinawa Cellular (9436 JP): Warm Tropical Breezes with KDDI

Churn

As the colder winter weather is felt and the icy blast of industry tariff cuts continues to chill sentiment, we seek some respite (at least mentally) in the warmer climes of Okinawa. Okinawa Cellular is a unique company. It’s a small cap telecom network operator in Japan with a focus on the sub-tropical islands of Okinawa Prefecture. As part of the KDDI group, the company benefits from its parent’s economies of scale, but with its local presence, it also benefits from being the hometown hero. 

Because the stock is relatively small, from an investment perspective it runs into liquidity constraints that the other telcos do not have, so it’s a different type of investment but one that we think is worth looking at. Over the past 12 months Okinawa Cellular’s stock has fallen by 12.3%, but over the past year the stock has delivered a return in the middle of its peer group and has outperformed the broad TOPIX by about 5.5%. Like most telcos, Okinawa Cellular is also ramping its dividend payments, and the current yield is about 3.5%.

3. GMO Internet (9447 JP) – Grossly or Modestly Overrated?

2018 12 22 12 18 45

Source: Japan Analytics

THE GMO INTERNET (9449 JP) STORY – GMO internet (GMO-i) has attracted much attention in the last eighteen months from an unusual trinity of value, activist and ‘cryptocurrency’ equity investors.

  • VALUE– Many traditional, but mostly foreign, value investors have seen the persistent negative difference between GMO-i’s market capitalisation and the value of the company’s holdings in its eight listed consolidated subsidiaries as an opportunity to invest in GMO-i with a considerable ‘margin of safety’.
  • ACTIVIST – Since July 2017, the activist investor, Oasis, has waged a so-far-unsuccessful campaign with the aim of improving GMO’s corporate governance, removing takeover defences, addressing a ‘secularly undervalued stock price we are not able to tolerate’ (sic), and redefining the role and influence of the company’s Chairman, President, Representative Director and largest shareholder, Masatoshi Kumagai.
  • CRYPTO!’ – In December 2017, GMO-i committed to spending more than ¥35b or 10% of non-current assets. The aim was threefold: to set up a bitcoin ‘mining’ headquarters in Switzerland (with the ‘mining’ operations being carried out at an undisclosed location in Scandinavia), to develop proprietary state-of-the-art 7nm-node ‘mining chips’, and, in due course, to sell GMO-branded and developed ‘mining’ machines. The move was hailed in the ‘crypto’ fraternity as GMO-i became the largest non-Chinese and the first well-established Internet conglomerate to make a major investment in ‘cryptocurrency’ infrastructure.

OUTSTANDING – Following the December 2017 announcement, trading volumes spiked into ‘Overtraded’ territory – as measured by our Volume Score. Many investors saw GMO-i shares as a safer way of gaining exposure to ‘cryptocurrencies’, even as the price of bitcoin began to subside. By early June 2018, GMO-i’s shares had reached a closing price of ¥3,020: up 157% from the low of the prior year and outperforming TOPIX by 135%. Whatever the primary driver of this outstanding performance, each of our trio of investor groups no doubt felt vindicated in their approach to the stock.

CRYPTO CLOSURE – On December 25th 2018, GMO-i’s shares reached a new 52-week low of ¥1,325, a decline of 56% from the June high. Year to date, GMO-i shares have now declined by 31%, underperforming TOPIX by nine percentage points. On the same day, GMO-i announced that the company would post an extraordinary ¥35.5b loss for the fourth quarter, incurring an impairment loss of ¥11.5b in relation to the closure of the Swiss ‘mining’ headquarters and a loss of ¥24b to cover the closure of the ‘mining chip’ and ‘mining machine’ development, manufacturing and sales businesses. GMO-i will continue to ‘mine’ bitcoin from its Tokyo headquarters and intends to relocate the ‘mining’ centre from Scandinavia to (sic) ‘a region that will allow us to secure cleaner and less expensive power supply, but we have not yet decided the details’. Unlisted subsidiary GMO Coin’s ‘cryptocurrency’ exchange will also continue to operate, and the previously-announced plans to launch a ¥-based ‘stablecoin’ in 2019 will proceed. In the two trading days following this announcement, the shares have recovered 13% to ¥1,505. 

RAIDING THE LISTCO PIGGY BANK – As we shall relate, this is the second time since listing that GMO-i has written off a significant new business venture which the company had commenced only a short time before. In both cases, the company was forced to sell stakes in its listed consolidated subsidiaries to offset the resulting losses. On this occasion, the sale of shares in GMO Financial (7177 JP) (GMO-F) on September 25 2018, and GMO Payment Gateway (3769 JP) (GMO-PG) on December 17 2018, raised a combined ¥55.6b and, after the deduction of the yet-to-be-determined tax on the realised gains, should more than offset the ‘crypto’ losses. According to CFO Yasuda, any surplus from this exercise will be used to pay down debt. Also discussed below and in keeping with this GMO-i ‘MO’, in 2015, the company twice sold shares in its listed subsidiaries to ‘smooth out’ less-than-desirable operating results.

In the DETAIL section below we will cover the following topics:-

I: THE GMO-i TRACK RECORD – TOP-DOWN v. BOTTOM UP

  • BOTTOM LINE No. 1: NET INCOME
  • BOTTOM LINE No.2 – COMPREHENSIVE INCOME

II: THE GMO-i BUSINESS MODEL – THROWING JELLY AT THE WALL

III: THE GMO-i BALANCE SHEET – NOT SO HAPPY RETURNS

IV: THE GMO-i CASH FLOW – DEBT-FUNDED CASH PILE

V: THE GMO-i VALUATION – TWO METHODS > SAME RESULT

  • VALUATION METHOD No.1 – THE ‘LISTCO DISCOUNT’
  • VALUATION METHOD No.2 – RESIDUAL INCOME

CONCLUSION – For those unable or unwilling to read further, we conclude that GMO-i ‘rump’ is a grossly-overrated business. Despite having started and spun off several valuable GMO Group entities, CEO Kumagai bears responsibility for two decades of serial and very poorly-timed ‘mal-investments’. As a result, the stock market has, except for the ‘cryptocurrency’-induced frenzy of the first six months of 2018, historically not accorded GMO-i any premium for future growth, and has correctly looked beyond the ‘siren song’ of the ‘HoldCo discount’. According to the two valuation methodologies described below, the company is, however, fairly valued at the current share price of ¥1,460. Investors looking for a return to the market-implied 3% perpetual growth rate of mid–2018 are likely to be as disappointed as those wishing for BTC to triple from here.

4. Autonomous Driving. Waymo Leading The Charge With Ten Million Miles Driven And Counting

Screen%20shot%202018 12 26%20at%204.52.57%20pm

Waymo CEO John Krafcik made some bold decisions after taking the helm at Alphabet‘s self-driving project in September 2015. Chief among them was the fact that the company abandon its plans for Level 3 automated driving and focus exclusively on levels 4 & 5. Furthermore, he decreed that Waymo would no longer manufacture its own vehicles but would instead integrate their technology into those of other automakers. Three years later, those decisions would appear to be finally paying off.

On October 10 2018, Waymo reached a significant milestone having completed 10 million self-driving miles across 25 cities in the US. While their first million self-driving miles took 18 months to complete, Waymo now clocks up over a million self-driving miles per month.  The company also recently announced the launch of its robo taxi service in Phoenix, Arizona and looks set to quickly follow suit in California. Plans to extend its self-driving technology beyond robotaxis, most notably for trucks and last-mile transportation solutions are also in the works. Furthermore, the company has begun laying down a framework of innovative B2B revenue models which should help accelerate the speed with which they can eventually monetize their technology.

It hasn’t been smooth sailing all the way for Waymo however. Earlier this year, the company was derided for the driving style of its autonomous vehicles and faced the criticism that its driverless cars continue to have safety drivers. There was also an embarrassing incident where one of those very safety drivers caused the self-driving car he was monitoring to hit a motorcyclist when he attempted to take control of the vehicle. According to Waymo’s own analysis of the vehicle log files, the accident would not have happened had he not intervened. 

With ten million self-driving miles under their belt and a thoughtful, strategic approach to monetizing their technology beginning to emerge, Waymo remains firmly ahead of their peers in leading the autonomous driving charge.  

5. 2019 Asia Selected Gaming Stock Outlook: Headwinds, Tailwinds and Our Top Picks for Entry Levels Now

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Our review of ten Asian gaming companies forward prospects for 2019 yielded our top five picks. Two of those comprise this insight. Three more will follow in Part Two. There is, in our opinion, some disconnect between continuing macro headwinds in both the VIP and mass sectors and a more bullish tone based on a recent upside trend in Macau, strong results in the Philippines and Cambodia. Given the battering of the market in general, the already 8 month old bearish tone to the sector and the current pricing of the two stocks noted here, we see significant upside opportunity as we near the beginning of 2019.

Daily Japan: SoftBank Corp (9434 JP) & Arteria Networks (4423 JP): A Tale of Two IPOs and more

By | Japan

In this briefing:

  1. SoftBank Corp (9434 JP) & Arteria Networks (4423 JP): A Tale of Two IPOs
  2. Are US Stocks Still Expensive?
  3. Seven Eleven, Familymart and Lawson Find New Growth Strategies in Tighter Market
  4. Business Happenings in the Americas that May Be “Below the Radar” – Week Ending December 22, 2018
  5. Japan Convenience Stores Still Innovating in a Saturated Market

1. SoftBank Corp (9434 JP) & Arteria Networks (4423 JP): A Tale of Two IPOs

Arteria%20deal%20specifics

During the second half of December 2018, Japan saw two telecom companies list on the Tokyo Stock Exchange: Softbank Corp (9434 JP) and ARTERIA Networks (4423 JP). After years of industry consolidation, which saw several stocks delist, this felt like a Christmas miracle (at least for those watching the sector’s stocks).

It would be hard to find two companies in the same industry that are so different – both in their business models as well as in how their IPOs were positioned to investors. One stock is 100 times larger than the other, but this is not a story of David and Goliath. It is two unique stories in parallel. 

While each company took a very different approach to selling its stock, both have suffered from the subsequent broader market weakness, irrespective of company specifics. We can’t say it has been the worst of times, but it certainly has been a tough time with SoftBank Corp down 13% and Arteria down 20% from their IPO prices.

In this Insight we explore how each company approached its IPO and how each has fared since. 

2. Are US Stocks Still Expensive?

Picture1

There are striking parallels between 1929 and 2018.  

The 1929 crash put a halt to a nine-year bull run on the market.

Up until October 1929, same as this year, market consensus was that asset prices could only go up from their current level.

As we mentioned in When the Tide Goes Out, Dominoes Fall, a decade of building up excesses meant a painful burst, back 79 years ago: between October of 1929 and September of 1932, eighty-nine percent of the value of stocks was erased and the market didn’t recover to its former peak until 25 years later.

Are we in a similar situation right now? 

3. Seven Eleven, Familymart and Lawson Find New Growth Strategies in Tighter Market

Jc1812 focus6

The following is an in-depth review of the big three Japanese convenience store (CVS) players, Seven Eleven (Seven & I Holdings (3382 JP)), Familymart (8028 JP) and Lawson Inc (2651 JP). This follows our review of the Japanese convenience store sector overall, which is best to read first.

The key operational and strategic themes relevant to investors regarding the Big Three in Japan:

  • Saturation has encouraged the top three operators to take over the remaining smaller chains while pushing into regions where they have fewer stores.
  • All are expanding new forms of retail:
    • Seven Eleven and Lawson have launched new e-commerce ventures that make the best use of their existing store networks and could reach national coverage quite soon.
    • Diversification: Familymart, in particular, is tying with all manner of partners to try and come up with a hit hybrid format to find new growth.
  • While competition from drugstores and discount food retailers is a threat, convenience stores will continue to find new growth from e-commerce, hybrid stores and innovative products.

4. Business Happenings in the Americas that May Be “Below the Radar” – Week Ending December 22, 2018

Northwest passage%20route

Highlights of significant recent happenings include:

  1. Feeding the Dragon – Sumitomo Corp (8053 JP) buying into massive Chile copper project; Mitsui & Co Ltd (8031 JP) and Tokyo Gas (9531 JP) announced plans to be long-term buyers of Mexican LNG.
  2.  Local News on Global Companies Huawei Technology (40978Z CH)‘s to do “whatever is required” to meet Canada’s 5G security standards; Ant Financial (1051260D CH)’s Sesame Credit be used to apply for Canadian visas;  Facebook Inc A (FB US) offered data to  Netflix Inc (NFLX US) and Royal Bank Of Canada (RY CN)BlackBerry Ltd (BB CN)‘s high-security reputation increasingly valuable; Fedex Corp (FDX US) and  United Parcel Service Cl B (UPS US) deny negative impact from  Amazon.com Inc (AMZN US)‘s Amazon Air operations; and Anheuser Busch Inbev Sa (Adr) (BUD US) and Tilray Inc (TLRY US) are doing “joint” product development.
  3. Trade Deals & No Deals – Bosideng Intl Hldgs (3998 HK) got an unexpected boost, while Canada Goose Holdings (GOOS CN) took an unexpected hit as a consequence of the U.S.A. Government’s problems with Huawei Technology (40978Z CH)
  4. Outliers – Another “silver lining” to global warming?  The Warming Arctic Opens the Northwest Passage as a Potential Maritime Superhighway

5. Japan Convenience Stores Still Innovating in a Saturated Market

Jc1812 focus2

The following is an in-depth review of the Japanese convenience store (CVS) sector and, in particular, the top three players, Seven Eleven (Seven & I Holdings (3382 JP)), Familymart (8028 JP) and Lawson Inc (2651 JP). Also covered are the smaller firms like Ministop Co Ltd (9946 JP), Poplar Co Ltd (7601 JP), Daily Yamazaki, Cvs Bay Area (2687 JP), Three F Co Ltd (7544 JP) and Secoma which are targets for the Big Three.

The key operational and strategic themes relevant to investors in CVS in Japan:

  • The Japanese convenience store sector may have reached saturation but this has just encouraged the top three operators to speed up their quest to take over the remaining smaller chains while pushing into regions where they have fewer stores.
  • At the same time, all are looking at new forms of retailing to expand further:
    • All of the top three had previously failed to come up with coherent e-commerce strategies, but this year Seven Eleven and Lawson have launched new ideas that make better use of their existing store networks and could reach national coverage quite soon.
    • Diversification is another strategy to overcome saturation, and Familymart, in particular, is tying with all manner of partners to try and come up with a hit hybrid format to find new growth.
  • While competition from drugstores and discount food retailers is a threat, convenience stores will continue to find new sources of growth from e-commerce, hybrid stores and innovative products.

This first report reviews the sector overall and the main players, while a second report looks at the big three CVS operators – which have a combined 91% share of the market – in detail.

Daily Japan: Japan Pharma – Domestic Market and Long Listed Drug Exposure and more

By | Japan

In this briefing:

  1. Japan Pharma – Domestic Market and Long Listed Drug Exposure

1. Japan Pharma – Domestic Market and Long Listed Drug Exposure

Domestic%20sales%20as%20a%20%25%20of%20total%20sales

  • The Japanese government recently announced its decision to initiate an ad-hoc price reduction of ~4.35%, to be levied in October 2019, this will be in addition to the scheduled biennial price revisions (source).
  • The October 2019 scheduled price cuts will have nominal overall impact; however, we highlight a few companies that are relatively more vulnerable to ongoing price reforms.
  • Mitsubishi Tanabe, Taisho, Santen, Kaken, Kyorin and Kissei generate >50% of revenue from the domestic market and are projected to continue to do so over next 3-5 years.
  • Furthermore, the contribution from long listed (LL) drugs is much higher for the above-mentioned companies, which makes them relatively vulnerable to ongoing price reforms (price cuts for LL drugs are much higher than the average).
  • On the other hand, Ono, KHK and Nippon Shinyaku, despite a high proportion of domestic revenue (as a % of total revenue), have only limited contribution from LL drugs.
  • Ono’s Opdivo, however, will continue to face market expansion led special price cuts going forward.
Source: Company data, Pathology Associates research
* Companies with financial year ending December, Taisho domestic pharma includes OTC sales, N Kayaku domestic pharma sales includes Generics and Biosimilar sales

Daily Event-Driven: Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon and more

By | Event-Driven

In this briefing:

  1. Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon
  2. Last Week in Event SPACE: Harbin Electric, MYOB, TMB Bank, Halla Holdings
  3. Celltrion/Celltrion H Pair: Last 2 Days Must Be Price Divergence, Not Mean Reversion
  4. Halla Holdings Stub Trade: Downwardly Mean Reversion in Favor of Mando
  5. Harbin Electric: The Price Is Not Right

1. Hyosung Holdings: 10%p Drop in Discount to NAV Should Be Reverted Soon

1

  • Hyosung Corporation (004800 KS) had fallen 16% just in two days. Holdco is now at a 50% discount to NAV. This is a 10%p drop from 10 days ago (Dec 19). Holdco price must have been overly corrected. The ongoing police investigation on Cho Hyun-joon’s alleged crime won’t lead to a delisting. 10%p drop in discount to NAV must be a price divergence, not a sensible price correction.
  • Trade volume remained steady. Local hedge funds led the selling on Dec 27. Even they changed their position the following day. No short selling spike has been seen either. Hyosung is one of the highest yielding div holdco stocks. Hyosung Capital liquidation and Anyang Plant revaluation would be another short-term plus.
  • I’d exploit this price divergence. It would soon revert to the Dec 19 discount level. It should at least stay at the peer average.

2. Last Week in Event SPACE: Harbin Electric, MYOB, TMB Bank, Halla Holdings

Spins

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

Harbin Electric Co Ltd H (1133 HK) (Mkt Cap: $546mn; Liquidity: $0.4mn)

As previously discussed in Harbin Electric Expected To Be Privatised, Harbin Electric (HE) has now announced a privatisation Offer from parent and 60.41%-shareholder Harbin Electric Corporation (“HEC”) by way of a merger by absorption. The Offer price of $4.56/share, an 82.4% premium to last close, is bang in line with that paid by HEC in January this year for new domestic shares. The Offer price has been declared final. 

  • Of note, the Offer price is a 37% discount to HE’s net cash of $7.27/share as at 30 June 2018. Should the privatisation be successful, this Offer will cost HEC ~HK$3.08bn, following which it can pocket the remaining net cash of $9.3bn PLUS the power generation equipment manufacturer business thrown in for free.
  • On pricing, “fair” to me would be something like the distribution of net cash to zero then taking over the company on a PER with respect to peers. That is not happening. It will be difficult to see how independent directors (and the IFA) can justify recommending an Offer to shareholders at any price below the net cash/share, especially when the underlying business is profit-generating.
  • Dissension rights are available, however, there is no administrative guidance on the substantive as well as procedural rules as to how the “fair price” will be determined under PRC and HK Law.
  • Trading at a gross/annualised spread of 15%/28% assuming end-July completion, based on the average timeline for merger by absorption precedents. As HEC is only waiting for approval from independent H-shareholders suggests this transaction may complete earlier than precedents. 

(link to my insight: Harbin Electric: The Price Is Not Right)  


MYOB Group Ltd (MYO AU) (Mkt Cap: $1.2bn; Liquidity: $7mn)

KKR and MYOB entered into Scheme Implementation Agreement (SIA) at $3.40/share, valuing MYOB, on a market cap basis, at A$2bn. MYOB’s board unanimously recommends shareholders to vote in favour of the Offer, in the absence of a superior proposal. The Offer price assumes no full-year dividend is paid.

  • On balance, MYOB’s board has made the right decision to accept KKR’s reduced Offer. The argument that MYOB is a “known turnaround story” is challenged as cloud-based accounting software providers Xero Ltd (XRO AU)  and Intuit Inc (INTU US) grab market share. This is also reflected in MYOB’s forecast 7% revenue growth in FY18 and follows a 10% decline in first-half profit, despite a 61% jump in online subscribers.
  • And there is justification for KKR’s lowering the Offer price: the ASX is down 10% since KKR’s initial tilt, the ASX technology index is off by ~14%, a basket of listed Aussie peers are down 17%, while Xero, the most comparable peer, is down ~20%. The Scheme Offer is at a ~27% premium to the estimated adjusted (for the ASX index) downside price of $2.68/share.
  • Bain was okay selling at $3.15/share to KKR and will be fine selling its remaining ~6.5% stake at $3.40. Presumably, MYOB sounded out the other major shareholders such as Fidelity, Yarra Funds Management, Vanguard etc as to their read on the revised $3.40 offer, before agreeing to the SIA with KKR.

  • If the markets avoid further declines, this deal will probably get up. If the markets rebound, the outcome is less assured. This Tuesday marks the beginning of a new year and a renewed mandate for investors to take risk, especially an agreed deal; but the current 5.3% annualised spread is tight.

(link to my insight: MYOB Caves And Agrees To KKR’s Reduced Offer)


TMB Bank PCL (TMB TB) (Mkt Cap: $1.2bn; Liquidity: $7mn)

The Ministry of Finance, the major shareholder of TMB, confirmed that both Krung Thai Bank Pub (KTB TB) and Thanachart Capital (TCAP TB) had engaged in merger talks with TMB. Considering an earlier KTB/TMB courtship failed, it is more likely, but by no means guaranteed, that the deal with Thanachart will happen. Bloomberg is also reporting that Thanachart and TMB want to do a deal before the next elections, which is less than two months away.

  • TMB is much bigger than Thanachart and therefore it may boil down to whether TMB wants to be the target or acquirer. In Athaporn Arayasantiparb, CFA‘s view, a deal with Thanachart would leave TMB as the acquirer rather than the target. But Thanachart’s management has a better track record than TMB.
  • Both banks have undergone extensive deals before this one: 1) TMB acquired DBS Thai Danu and IFCT; and 2) Thanachart engineered an acquisition of the much bigger, but struggling, SCIB.
  • A merger between the two would still leave them smaller than Bank Of Ayudhya (BAY TB) and would not change the bank rankings; but it would give TMB a bigger presence in asset management, hire-purchase finance and a re-entry into the securities business.

(link to Athaporn’s insight: Sathorn Series M: TMB-Thanachart Courtship)  

STUBS/HOLDCOS

Halla Holdings (060980 KS) / Mando Corp (204320 KS)

Mando accounts for 45% of Halla’s NAV, which is currently trading at a 50% discount. Sanghyun Park believes the recent narrowing in the discount may be due to the hype attached to Mando-Hella Elec, which he believes is overdone; and recommends a short Holdco and long Mando. Using Sanghyun’s figures, I see the discount to NAV at 51%, 2STD above the 12-month average of ~47%.

(link to Sanghyun’s insight: Halla Holdings Stub Trade: Downwardly Mean Reversion in Favor of Mando)  

SHARE CLASSIFICATIONS

OTHER M&A UPDATES

CCASS

My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions.  These may be indicative of share pledges.  Or potential takeovers. Or simply help understand volume swings. 

Often these moves can easily be explained – the placement of new shares, rights issue, movements subsequent to a takeover, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.   

Name

% change

Into

Out of

Comment

Putian Communication (1720 HK)
69.75%
Shanghai Pudong
Outside CCASS
37.68%
China Industrial
Outside CCASS
16.23%
HSBC
Outside CCASS
Source: HKEx

3. Celltrion/Celltrion H Pair: Last 2 Days Must Be Price Divergence, Not Mean Reversion

4

  • The accounting fraud issue had hammered the Celltrion duo nearly equally up until Dec 26. But last two days were different. Healthcare got hurt much more deeply. Celltrion fell only 2.41%, but Healthcare fell 11.52%.
  • The accounting issue is supposed to be equal to both. KOSPI move and merger are still alive to push up Healthcare. Local institutions and foreigners have bashed both pretty much equally in the last two days. This is another sign that it was more of a price divergence than a mean reversion.
  • The duo is now at 20D MA and also the yearly mean. I expect it to go substantially below the yearly mean on KOSPI move and merger expectations. A powerful downwardly mean adjusting force still seems to be in action. I’d long Healthcare and short Celltrion to exploit the latest price divergence.

4. Halla Holdings Stub Trade: Downwardly Mean Reversion in Favor of Mando

2

  • Halla Holdings is falling nearly 5% today. Holdco said it’d give a ₩2,000 div per share. This is about 4.5% div yield at yesterday’s closing price. 5% drop today shouldn’t be much as an ex-dividend date price drop. Mando fell 5%. Mando was oversold relative to the other local auto stocks, particularly to Halla Holdings. They are still close to +1 σ on a 20D MA.
  • Mando-Hella Elec has been another reason behind Holdco’s valuation divergence against Mando lately. I believe Mando-Hella is being overhyped. Mando-Hella-caused divergence should no longer be effective. I expect ‘downwardly’ mean reversion from now on. I’d go short Holdco and long Mando at this point.

5. Harbin Electric: The Price Is Not Right

Dissent

As speculated in Harbin Electric Expected To Be Privatised, Harbin Electric Co Ltd H (1133 HK) has now announced a privatisation Offer from parent and 60.41%-shareholder Harbin Electric Corporation (“HEC”) by way of a merger by absorption. 

The Offer price of $4.56/share, an 82.4% premium to last close, has been declared final. The price corresponds to the subscription of 329mn domestic shares (~47.16% of the existing issued domestic shares and ~24.02% of the existing total issued shares) @$4.56/share by HEC in January this year

Of greater significance, the Offer price is a 37% discount to HE’s net cash of $7.27/share as at 30 June 2018. Should the privatisation be successful, this Offer will cost HEC ~HK$3.08bn, following which it can pocket the remaining net cash of $9.3bn PLUS the power generation equipment manufacturer business thrown in for free.

On pricing, “fair” to me would be something like the distribution of net cash to zero then taking over the company on a PER with respect to peers. That is not happening. It will be difficult to see how independent directors can justify recommending an Offer to shareholders at any price which gave cash less cavalier than cash.

Dissension rights are available, however, what constitutes a “fair price” under those rights, and the timing of the settlement under such rights, are not evident. 

As all PRC approvals have been obtained, this transaction may complete earlier than prior mergers by absorption, which have taken 6-8 months from the initial announcement.