
In today’s briefing:
- Poon’s Underpriced Takeover. Minorities Deserve Better
- Betr’s “Superior Offer” For PointsBet (PBH AU) Is Questionable
- Dickson Concepts (113 HK): Sir Poon’s Scheme Offer Below Net Cash
- Fujitsu General (6755) – Deal Starts Early, Trades Tight – Done Deal
- Soundwill Holdings (878 HK): 23rd May Vote On Founder’s Offer
- PointsBet (PBH AU): Betr (BBT AU) Returns with Financing, a Blocking Stake, and Dubious Assumptions
- Overhang on KDB’s Sell Down of Its 19.5% Stake in Hanwha Ocean
- Fonterra (FCG NZ)’s Consumer Ops Spin-Off (Potentially) Stumbles
- Crude Realities: Risk and Reward in the Wood Group Offer
- A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS

Poon’s Underpriced Takeover. Minorities Deserve Better
- Dickson Concepts (113 HK) (DC)’s Chairman, Dickson Poon (& relatives), holding 61.98%, have tabled an Offer by way of a Scheme for shares not held, at HK$7.20/share (best & final).
- That compares to DC’s net cash (as at 30 Sept 2024) of HK$7.44/share. Plus financial assets comprise an additional ~HK$2.16/share.
- The IFA will cite liquidity and DC’s historical discount to NAV, and opine “reasonable”, and perhaps even “fair”. It is neither. Minorities should vote this down. But probably won’t …
Betr’s “Superior Offer” For PointsBet (PBH AU) Is Questionable
- On the 26th Feb 2025, PointsBet (PBH AU), an Australian/Canadian online wagering platform, entered into a Scheme Implementation Deed with Mixi (2121 JP) at A$1.06/share, a 27.7% premium to undisturbed.
- PointsBet rebuffed key (smaller) rival Betr Entertainment (BBT AU)‘s (previously known as BlueBet) ostensibly higher non-binding cash/scrip; and refuted Betr’s claim that it’s Offer was fully funded.
- Betr has returned with, what appears to be, an all cash offer of A$1.20/share, fully-funded/underwritten. Betr’s Offer still requires confirmatory due diligence. Importantly, Betr has also acquired a 19.9% stake.
Dickson Concepts (113 HK): Sir Poon’s Scheme Offer Below Net Cash
- Dickson Concepts Intl (113 HK) disclosed a Bermuda scheme offer from the controlling shareholder (Sir Poon) at HK$7.20, a 50.6% premium to the last close price.
- The offer is final. While the offer represents an all-time high and is attractive compared to historical trading ranges, it is below net cash.
- No disinterested shareholder holds a blocking stake, and retail seems supportive (lowering the risk of the headcount test). The offer, while light, will likely succeed.
Fujitsu General (6755) – Deal Starts Early, Trades Tight – Done Deal
- The Paloma-Rheem Tender Offer for Fujitsu General (6755 JP) was expected to start in early July but is starting 10 weeks earlier. Big win for arbs.
- This was going to be a done deal. It didn’t trade rich to terms and it’s tough to see why activists would push when they haven’t pushed for years.
- The deal is now trading tight. Long arbs should probably re-allocate. Those hiding their beta here should hide their beta elsewhere.
Soundwill Holdings (878 HK): 23rd May Vote On Founder’s Offer
- On the 7th March, small-cap property developer Soundwill (878 HK) announced an Offer from Grace Foo (ED) and her family, controlling 74.97% of shares out, by way of a Scheme.
- The Offer Price of $8.50/share, including a $1.00/share dividend, was a 62.84% premium to undisturbed. But a 87.66% discount to the (then) most recent NAV. Terms were final.
- The Scheme Doc is now out, with a Court Meeting on the 23rd May, and payment on or before the 11th June. The IFA (Altus Capital) says “fair & reasonable”.
PointsBet (PBH AU): Betr (BBT AU) Returns with Financing, a Blocking Stake, and Dubious Assumptions
- BETR Entertainment (BBT AU) has returned with a non-binding proposal for PointsBet Holdings (PBH AU), which it claims is worth A$1.20 to A$1.50+ per PBH share.
- Betr has also acquired a 19.9% stake, which can effectively block Mixi Inc (2121 JP)’s A$1.06 scheme offer. Betr’s offer is higher primarily due to questionable assumptions in the presentation.
- Betr has secured over A$260 million in cash funding. Mixi can either let the scheme fail or switch to an off-market takeover offer.
Overhang on KDB’s Sell Down of Its 19.5% Stake in Hanwha Ocean
- Korea Development Bank (KDB) is capitalizing on the huge share price appreciation of Hanwha Ocean (042660 KS) to sell some of its stake in the company through block deal sales.
- KDB plans to sell its 19.5% stake in Hanwha Ocean. However, the initial block deal sale will be for about 13 million shares (4.3% of outstanding shares).
- Hanwha Ocean’s lofty valuations are difficult to justify. As KDB is getting ready to sell more shares, this could cause further overhang on its shares over the next 3-6 months.
Fonterra (FCG NZ)’s Consumer Ops Spin-Off (Potentially) Stumbles
- On the 16th May 2024, dairy co-operative Fonterra (FCG NZ) announced a possible partial/full divestment of its global Consumer business, in addition to its Oceania and Sri Lanka integrated businesses.
- Last November, Fonterra said it would proceed with the sale process of these business, via a trade dale or IPO. Market valuations were upward of NZ$4bn for the “Mainland Group”.
- However, the spin-off hit a snag after a NSW court ruled Fonterra may need to renegotiate a long-term branding agreement with Bega Cheese (BGA AU) should the divestment proceed.
Crude Realities: Risk and Reward in the Wood Group Offer
- Sidara’s proposal, Board support, and advanced due diligence underpin a credible path to deal completion, despite market volatility and suspension risks temporarily depressing Wood Group’s trading price.
- Investors entering at distressed levels around 17.89p enjoy a highly favorable risk-reward skew, with potential upside of 95% against manageable downside risks if the transaction ultimately collapses.
- Existing holders at 26.1p face a more binary outcome, but strategic intent, historical precedents, and Sidara’s prior investment case suggest maintaining exposure through the critical May 15 decision point.
A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS
- Mediobanca’s €6.3bn all-share offer for Banca Generali transforms its strategic profile, shifting focus to wealth management while creating a strong industrial partnership with Generali through a stake divestment.
- The deal offers a 4.6% gross spread and an estimated 9.4% annualized return over a six-month timeline, underpinned by €660 million synergies that exceed the acquisition premium.
- Shareholder approval remains uncertain due to opposition from major investors Delfin and Caltagirone, making institutional support critical as Mediobanca fends off BMPS’s competing, state-aligned hostile bid.