Event-Driven

In this briefing:

1. Hyosung Holdings: Current Status & Trade Approach
2. Last Week in Event SPACE: Xiaomi, NTT, Capitaland, Panalpina, Celgene/Bristol Myers, Amorepacific
3. Courts Asia To Be Taken Over By Nojima
4. Celgene and Bristol-Myers Squibb – Undervalued and Underappreciated
5. Hankook Tire Worldwide Stub Trade: Another Quick Mean Reversion The Other Way Around

1. Hyosung Holdings: Current Status & Trade Approach

• Local institutions are busy scooping up Hyosung Corporation (004800 KS) shares lately. The owner risk is now gone. There are increasing signs of improving fundamentals on all of the four major subs. Some are already expecting ₩5,000 per share. This is a 9.2% annual div yield at the last closing price.
• Discount is also attractive. It is now at 46% to NAV. With this much div yield, discount should be much below the local peer average of 40%.
• I’d continue to long Holdco. Hedge would be tricky. Heavy is up 15% YTD. I admit that there is no clear cointegrated relationship between them. But Heavy’s recent rally is more of a speculative money pushing up on the hydrogen vehicle theme. I’d pick Heavy for a hedge.

2. Last Week in Event SPACE: Xiaomi, NTT, Capitaland, Panalpina, Celgene/Bristol Myers, Amorepacific

Last Week in Event SPACE …

• Do not buy Xiaomi Corp (1810 HK) as there is a LOT of overhang still to come. 
• Indications are a total of ¥550-650bn of buybacks in NTT (Nippon Telegraph & Telephone) (9432 JP) over the next two years, and ¥300-400bn in buybacks from NTT Docomo Inc (9437 JP) in perhaps a slightly shorter period. But the timing is tough to bet on. 
• The Capitaland Ltd (CAPL SP)/ASB deal creates Asia’s largest diversified real estate group.
• The play here is to expect a better bid for Panalpina Welttransport (PWTN SW).

• In an industry that has had more than its share of broken deals, ugly headline risk, political noise and activists, the Bristol Myers Squibb Co (BMY US) and Celgene Corp (CELG US) deal looks attractive.

• The timing looks ripe for an Amorepacific Corp (090430 KS) set-up.

• Plus CCASS and expected upcoming events for key M&A transactions.

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

Xiaomi Corp (1810 HK) (Mkt Cap: $30bn; Liquidity: $79mn)

After 6.5bn+ shares came off lockup last week (by Travis Lundy’s estimate), Xiaomi made a placement equal to about 1% of shares outstanding at a sharp discount to the close. This follows a block of 120mm shares last Thursday at HK$8.80 (at a 13+% discount); Apoletto reported a distribution (sale) of 594+mm shares on January 9th to reduce their total position across all funds from 9.25% to 4.99%; and there was a block placement launched earlier in the week for 231mm shares for sale between HK$9.28 and HK$9.60.

• While as much as 1bn shares may have already transacted (assuming most of the 594mm shares distributed by Apoletto have been sold in the market), there were ~6.5 billion shares which could be sold and an additional 1bn+ of additional conversions designed to be sold.
• In another 6 months, there will be another 4bn+ shares which come off LockUp.  In total, that is up to 10-11bn shares coming off lockup between a week ago and 6 months from now. That is four times the total IPO size, and 70-80% of the total position coming off lock-up has an average in-price of HK$2.00 or less. Apoletto’s average in-price was HK$9.72. 
• Travis is also skeptical that the company’s capital deserves a premium to peers, and is not entirely convinced that the pre-IPO profit forecasts are going to be met in the medium-term. In the meantime, a lot of the current capital structure base is looking to get out.
• Nota Bene: Bloomberg’s 3bn-shares-to-come-off-lockup number was confirmed by Travis (the day he published the piece linked below) with the people who tallied the info for the CACS function. They had neglected to count a certain group of shareholders. The actual number will be well north of 6 billion shares. 

(link to Travis’ insight: Early Investors Say “Xiaomi The Money” Post LockUp Expiry)

NTT (Nippon Telegraph & Telephone) (9432 JP) (Mkt Cap: $80bn; Liquidity: $185mn)

After the close of trading on the 15 January,  NTT announced it had repurchased 3.395mm shares for ¥15.349bn in the first 7 trading days of the month, purchasing 10.9% of the volume traded. This announcement was bang in line with Travis’ insight the prior day, where he anticipated the buybacks would soon be done.

• The push to buy shares on-market at NTT vs off-market at NTT Docomo has had some effect but not a huge effect. The NTT/Docomo price ratio is a bit more than 5% off its late October 2018 lows prior to the “Docomo Shock”, but the ratio is off highs. Off the lows, the Stub Trade has done really well. 

• NTT DoCoMo bought back ¥600bn of shares from NTT at the end of 2018. That means NTT DoCoMo could buy back perhaps ¥300-400bn of shares from the market over the next year or so before ‘feeling the need’ to buy back shares from NTT again. NTT will likely buy back at least ¥160bn of NTT shares from the government in FY19 starting April 1st, which means there will be room to buy back another ¥100bn from the government before not having any more room to do so.

• There could be an NTT buyback from the market in FY2019, and one should expect that for the company to buy back shares from the government again, if NTT follows the pattern shown to date, there should be another ¥400-500bn of buybacks from the market over the next two years, and if EPS threatens a further fall on NTT DoCoMo earnings weakness, NTT might boost the buyback to make up for that. 

• The very large sale by NTT of NTT Docomo shares this past December will free up a significant amount of Distributable Capital Surplus.
• On a three-year basis, Travis would rather own NTT than NTT Docomo. But he expects the drift on the ratio will not be overwhelming unless NTT does “something significant”.

(link to Travis’ insight: NTT Buyback Almost Done)  

Capitaland Ltd (CAPL SP) (Mkt Cap: $10.4bn; Liquidity: $16mn)

Singaporean real-estate group Capitaland has entered into a SPA to buy Ascendas-Singbridge (ASB) from its controlling shareholder, Temasek. The proposed acquisition values ASB at an enterprise value of S$10.9bn and equity value of S$6.0bn. Capitaland will fund the acquisition through 50% cash and 50% in shares (862.3mn shares @$3.25/share – ~17% dilution). Capitaland-ASB will have a pro-forma AUM of S$116bn, making it the largest real estate investment manager in Asia and the ninth largest global real estate manager.

(link to Arun George’s insight: Capitaland (CAPL SP): Transformational Acquisition at a Premium)

Yungtay Engineering (1507 TT) (Mkt Cap: $792bn; Liquidity: $1mn)

Hitachi Ltd (6501 JP) announced it had received approvals from the relevant government authorities, and its Tender Offer for Yungtay (at TWD 60/share) has now launched.  The Tender Offer will go through March 7th 2019 with the target of reaching 100% ownership. Son of the founder, former CEO, and Honorary Chairman Hsu Tso-Li (Chou-Li) of Yungtay has agreed to tender his 4.27% holding. The main difference between the offer details as discussed in Going Up! Hitachi Tender for Yungtay Engineering (1507 TT) back in October, is a minimum threshold for success of reaching just over one-third of the shares outstanding, with a minimum to buy of 88,504,328 shares (21.66%, including the 4.27% to be tendered by Hsu Tso-Li).

• This deal looks pretty straightforward, but the stock has been trading reasonably tight to terms, with annualized spreads on a reasonable expectation of closing date in the 3.5-4.5% annualized range for a decent part of December, rising into early January before seeing a jump in price and drop in annualized on the second trading day of the year. This shows some expectation of a fight and a bump. 
• To avoid that fight and bump – the Baojia Group, which supported Hsu Tso-Ming’s board revolt last summer (discussed in the previous insight), has reportedly accumulated a 10% stake –  Hitachi has lowered its minimum threshold to complete the deal to get to one-third plus a share. Given that it controls 11.7% itself as the largest shareholder, and has another 4.3% from the chairman in the bag, that means it needs about 17.3% of the remaining 84% to be successful. 
• Because the minimum is only about 21% of the float, this deal has quite decent odds of getting up unless someone makes a more serious run for it.  As an arb, Travis sees a small chance of a bump because of some potential harassment value by Hsu Tso-Ming’s friends at Baojia Group. Hitachi has already taken that into account with the lowering of the minimum, but it is possible that enough noise can be created to obtain a bump. 

(link to Travis’ insight: Hitachi Tender for Yungtay Engineering Launches) 

Courts Asia Ltd (COURTS SP) (Mkt Cap: $58mn; Liquidity: $0.02mn)

Courts, a leading electrical, consumer electronics and furniture retailer predominantly in Singapore and Malaysia, has announced a voluntary conditional offer from Japanese big box electronics retailer Nojima Corp (7419 JP) at $0.205/share, a 34.9% premium to the last closing price. The key condition to the Offer is the valid acceptances of 50% of shares out. Singapore Retail Group, with 73.8%, has given an irrevocable to tender. Once tendered, this offer will become unconditional. The question is whether minorities should hold on. 

• Barings/Topaz-controlled Singapore Retail Group are exiting, having not altered their shareholding since CAL’s 2012 listing. If Nojima receives acceptances from 90% of shareholders, it will move to compulsory delisting of the shares. If the Offer closes with Nojima holding >75% of shares, it could still launch an exit/delisting offer pursuant to Rule 1307 and Rule 1308.
• Long-suffering shareholders may wish to hold on for a potential turnaround should Nojima extract expected synergies.  But this looks like a decent opportunity (of sorts) to also exit along with the controlling shareholder.

(link to my insight: Courts Asia To Be Taken Over By Nojima)

Navitas Ltd (NVT AU) (Mkt Cap: $1.4bn; Liquidity: $3mn)

The board of Navitas, a global education provider, has unanimously backed a revised bid by 18.4% shareholder BGH Consortium of A$5.825/share, 6% higher than its previous rejected offer and a 34% premium to undisturbed price.

• The revised proposal drops the “lock out” conditions attached to BGH Consortium’s previous offer, enabling BGH to support a superior proposal. BGH has also been granted an exclusivity period until the 18 Feb.

(link to Arun George‘s insight: Navitas (NVT AU): A Bid Priced to Go with a Reasonable Chance of a Competing Bid)

Panalpina Welttransport Holding (PWTN SW) (Mkt Cap: $4.2bn; Liquidity: $13mn)

Panalpina Welttransport announced that it had received an unsolicited, non-binding proposal from DSV A/S (DSV DC) to acquire the company at a price of CHF 170 per share, consisting of 1.58 DSV shares and CHF 55 in cash for each Panalpina share.  The offer comes at a premium of 24% to Panalpina’s closing share price of CHF 137.5 as of 11 January 2019 and 31% to the 60-day VWAP of CHF 129.5 as of 11 January 2019. Following the announcement, Panalpina’s shares surged above the terms of the offer implying that the market was anticipating a higher bid from DSV or one of its competitors. 

• Investors lashed out at Panalpina’s board last year (after years of griping by some of the top holders), eventually forcing the main shareholder to support the installation of a new chairman of the board.
• The stock is clearly in play. And the sector is seeing ongoing consolidation. DSV’s approach to Panalpina comes just months after it failed in an attempt to buy Switzerland’s Ceva Logistics AG (CEVA SW). Media reports suggested Switzerland’s Kuehne & Nagel are also rumoured to be considering an offer for Panalpina.
• Panalpina’s largest shareholder, Ernst Goehner Foundation, owns a stake of approximately 46%. If EGS wants to see OPMs up at global standards level – in the area of DSV and KNIN – then they may need to see someone else manage the assets.  If EGS is steadfastly against Panalpina losing its independence, a deal will not get done. That said, if a deal does not get done because the board reflects the interest of EGS, that proves the board is not as independent as previously claimed.  But one must imagine there is a right price for everything.

(link to Travis’ insight: Beleaguered Panalpina Gets An Unsolicited Takeover Offer) 

Celgene Corp (CELG US) (Mkt Cap: $60bn; Liquidity: $743mn)

Earlier this month, Bristol Myers Squibb Co (BMY US) and Celgene announced a definitive agreement for BMY to acquire Celgene in a $74bn cash and stock deal. The headline price of $102.43 per Celgene share plus one CVR (contingent value right) is a 53.7% premium to CELG’s closing price of $66.64 on January 2, 2019, before assigning any value to the CVR. The CVR has a binary outcome: it will either be worth zero or will be worth a $9 cash payment upon the FDA approval of three drugs.

• While there don’t appear to be any major problems in commercial products, it remains to be seen whether the antitrust authorities go further into the pipeline to determine whether potential competition from drugs still in clinical trials could present issues in the future.
• Overall, the merger agreement appears fairly standard, but it does (also) require BMY shareholder approval which typically overlays a higher risk premium. For John DeMasi, the attraction for this arb is the current risk/reward.
• ANTYA Investments Inc. chimes in on the deal and considers it unlikely that a suitor for CELG emerges at a higher price, whereas rumours of suitors for BMY abound, and would therefore make a long bet on BMY.

links to
John’s insight: Celgene Acquisition by Bristol-Myers Squibb: A Call to Arbs
Antya’s insight: Celgene and Bristol-Myers Squibb – Undervalued and Underappreciated

Ck Infrastructure Holdings (1038 HK)/Power Assets Holdings (6 HK)

On the 10 January, PAH announced CKI had entered into a placing agreement to sell 43.8mn shares (2.05% of shares out) at HK$52.93/share (a 4.7% discount to last close), reducing CKI’s holding in PAH to 35.96%. This is CKI’s first stake sale in PAH since the 2015 restructuring of the Li Ka Shing group of companies, and it has been over three years since the CKI/PAH scheme merger was blocked by minority shareholders.  It is also around two months since FIRB blocked CKI/PAH/CKA/CKHH in its scheme offer for APA Group (APA AU).

• I don’t see a sale of PAH as being a realistic outcome – this is more likely an opportunity to take some money (the placement is just US$328mn) off the table. CKI remains intertwined with PAH via their utility JVs in Australia, Europe and UK, and in most investments, together they have absolute control. 
• I would also not discount a merger re-load. The pushback in 2015 was that the (revised) merger ratio of 1.066x (PAH/CKI) was too low and took advantage of CKI’s outperformance prior to the announcement. That ratio is now around 0.9x. A relaunched deal at ~1x would probably get up – the average since the deal-break is 1.02x and the 12-month average is 0.95x. And a merger ratio at these levels would ensure Ck Hutchison Holdings (1 HK)‘s holding into the merged entity would be <50%, so it would not be required to consolidate.  This recent sell-down does not, however, elevate the near-term chances of a renewed merger.

(link to my insight: StubWorld: CK Infra/Power Assets, Amorepacific, JCNC) 

Amorepacific Group (002790 KS)/Amorepacific Corp (090430 KS)

Following Curtis Lehnert‘s (TRADE IDEA: Amorepacific (002790 KS) Stub: A Beautiful Opportunity) and Sanghyun Park‘s (Full List of Korea’s Single-Sub Holdcos with Current Sigma % – Quick Thought on Amorepacific) insights, I analysed Amorepacific’s stub earnings over the past 6 years to see if there was any viable/usable correlation in the implied stub. 

Source: CapIQ

• The takeaway is that the stub is very choppy, it often (but not always) widens after the full-year results, and the highest implied stub/EBITDA occurred outside of FY16, its most profitable year. The downward trend since January last year reflects the anticipated ~17% decline in EBITDA for FY18 to ₩148bn, its lowest level in the past four years.
• Sanghyun mentioned that there are signs of improving fundamentals for local cosmetics stocks (as reflected in CapIQ) and that Holdcos have traditionally been more susceptible to fundamental changes. This should augur a shift to the upside in the implied stub.
• I see the discount to NAV at 27%, right on the 2STD line and compares to a 12-month average of 3%. This looks like an interesting set-up level. 

(link to my insight: StubWorld: CK Infra/Power Assets, Amorepacific, JCNC) 

Briefly …

Sanghyun recommends a long Holdco and go short Sub for Hankook Tire Worldwide (000240 KS). By my calcs – I don’t use a 20MDA – the current discount to NAV is 40% against a one-year average of 38.5%, with a 32%-43% band. My implied stub trades above the one-year average.
(link to Sanghyun’s insight: Hankook Tire Worldwide Stub Trade: Another Quick Mean Reversion The Other Way Around)

• The Offer for Selangor Properties (SPR MK) has been bumped again, to RM6.30 from RM6.00. The original Offer was pitched at RM5.70/share.  This latest proposal is a 55% premium to the undisturbed price and 10% above the initial bid. This is starting to look reasonable, at 0.89x P/B. On balance, this will probably now get up. (link to my earlier insight: Selangor Props – Privatisation Offer Does Not Reflect Full Value) 

• New Sports Group (299 HK) is suspended pending the release of info pursuant to the Code. New Sports forms part of the Huarong-CMB network, according to David Webb.

In a similar vein, LEAP Holdings Group Ltd (1499 HK) is potentially subject to a takeover. Leap is part of Webb”s Enigma Network.

• Yugang International (613 HK) is suspended pursuant to the Takeovers Code.

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.   

• Source: HKEx

3. Courts Asia To Be Taken Over By Nojima

Courts Asia Ltd (COURTS SP), a leading electrical, consumer electronics and furniture retailer in predominantly Singapore and Malaysia, has announced a voluntary conditional offer from Nojima Corp (7419 JP) at $0.205/share, a 34.9% premium to the last closing price.

The key condition to the Offer is the valid acceptances of 50% of shares out. Singapore Retail Group, with 73.8%, has given an irrevocable to tender. Once tendered, this offer will become unconditional.

CAL’s share price has endured a steady decline since touching $1.14 back in May 2015. It traded above the Offer price as recently as late-July 2018.

However, the controlling shareholder, which has maintained its stake since CAL’s listing in 2012, is cashing in. Nojima has stated it will exercise its right to compulsorily acquisition if acceptances reach 90%; and it does not intend to support any action or take steps to maintain the listing status of the company in the event its suspended due to free float requirements. I would look to cash out also. Consideration under the Offer may be remitted as early as the fourth week of Feb.

4. Celgene and Bristol-Myers Squibb – Undervalued and Underappreciated

A dismal 2018 for the pharmaceutical and bio-tech stocks seems far in the rear view mirror. 2019 began with a bang with two blockbuster deals in the pharmaceutical space within days. In this note, we discuss Bristol Myers Squibb’s Co (BMY US) acquisition of Celgene Corp (CELG US) and  outline our view that investors should go long BMY.

5. Hankook Tire Worldwide Stub Trade: Another Quick Mean Reversion The Other Way Around

• Hankook Tire Worldwide (000240 KS) is again in an interesting position. Its sub, Hankook Tire (161390 KS), is up 2.2% today, putting the duo at -2.2σ. Sub had lost nearly 10% on Jan 2~10 mainly on weakening outlook. Sub has then fully recovered this 10% loss this week. This is putting Holdco at a severely undervalued position on a 20D MA. Holdco discount is now at 41% to NAV.
• I initiated a reverse stub trade on this duo on Jan 8. It started at a 0.44953 price ratio. We are now at 0.38882. We would have enjoyed 15% tasteful yield if we had held onto this position up to this day. We have no apparent signal of improving fundamentals on Sub. It appears that Sub’s recent gain should be the work of bargain hunters. Holdco discount is at the local peer average. Price ratio is at yearly mean.
• Importantly, this is the first time that price ratio is hitting below -2σ since late September last year. We should expect another quick mean reversion at this level. Just, this time it will be the other way. I’d go long Holdco and go short Sub now.

In this briefing:

1. Smallcap Kosaido (7868 JP) Tender Offer: Wrong Price But Whaddya Gonna Do?
2. Healthscope (HSO AU): Brookfield Makes Investors Wait, BGH Unlikely to Provide Material Upside
3. Nissan/Renault: French State Intervention Continues
4. The GER Weekly EVENTS Wrap: Softbank, Xiaomi, Capitaland and Navitas
5. Pinduoduo (PDD US): Lock-Up Expiry – Keep Calm, Keep Going

1. Smallcap Kosaido (7868 JP) Tender Offer: Wrong Price But Whaddya Gonna Do?

Last week on 17 January, printing and HR services company and funeral parlor operator Kosaido Co Ltd (7868 JP) announced that Bain Capital Private Equity would conduct an MBO on its shares via Tender Offer, with a minimum threshold for success of acquiring 66.67% of the shares outstanding. The Tender Offer commenced on 18 January and goes through 1 Mach 2019. The Tender Offer Price is ¥610/share, which is a 43.8% premium to the close of the day before the announcement and a 59.7% premium to the one-month VWAP up through the day before the announcement. 

The company’s board of directors announced it supported the deal. 

Terms & Schedule

2. Healthscope (HSO AU): Brookfield Makes Investors Wait, BGH Unlikely to Provide Material Upside

Healthscope Ltd (HSO AU), Australia’s second-largest private hospital operator, noted today that Brookfield Asset Management (BAM US) is seeking the necessary internal approvals to submit a binding proposal by 31 January. We believe that Brookfield will come through with its binding proposal as the delays are not due to issues cropping up from the due diligence but due to ongoing financing negotiations with multiple banks.

3. Nissan/Renault: French State Intervention Continues

This past week saw some interesting news out of the ongoing saga of governance and control that is the Renault SA (RNO FP)Nissan Motor (7201 JP) Alliance. 

• A week ago, former Nissan Chief Performance Officer and onetime potential successor to Ghosn and/or Saikawa-san – Jose Munoz – who was put on leave to help Nissan deal with its internal investigation – resigned effective immediately. Some suggest this is the start of a bloodbath of Ghosn loyalists.
• Former Nissan CEO and still-CEO at Renault Carlos Ghosn was in court to appeal the decision to not allow him bail. I expect that will end up at the Supreme Court in not too long, but for the moment he might stay in detention for another 7-8 weeks.
• Nissan sources said (according to a Reuters report) earlier in the week they would be looking to file suit for damages against Ghosn.
• Nissan and Mitsubishi officially announced Friday that as a result of a joint investigation by Nissan and Mitsubishi Motors (7211 JP) into the Nissan-Mitsubishi Alliance entity (Nissan Mitsubishi BV), it was discovered that “Ghosn entered into a personal employment contract with NMBV and that under that contract he received a total of 7,822,206.12 euros (including tax) in compensation and other payments of NMBV funds. Despite the clear requirement that any decisions regarding director compensation and employment contracts specifying compensation must be approved by NMBV’s board of directors, Ghosn entered into the contract without any discussion with the other board members, Nissan CEO Hiroto Saikawa and Mitsubishi Motors CEO Osamu Masuko, to improperly receive the payments.” Saikawa and Masuko were not informed and did not also get paid by the company. The NMBV entity will attempt to recoup the funds from Ghosn. Nissan and Mitsubishi are thinking of dissolving their Dutch alliance entity.
• The Nissan panel reviewing Nissan’s governance structure, made up of three independent directors and four external members, met for the first time Sunday. The proposals are due end-March, upon which the board will propose a new management system/structure for approval at the shareholder meeting at end-June 2019. The co-chair said in a comment after today’s meeting that Ghosn perhaps had questionable ethics.
• French business newspaper Les Echos carried an “exclusive” interview with Nissan CEO Hiroto Saikawa which was reasonably enlightening, or should have been from a French point of view. In the interview, Saikawa is adamant that he fully supports the Renault-Nissan Alliance saying that it was not just important but “crucial” and he “would do nothing to render it harm”, and that the French state’s stake in Renault “posed no problem at all” because the “French state does not impose in any way on Nissan.” Saikawa-san also noted that he had no intention of ridding Nissan of French/foreign employees.
• Renault Director Martin Vial visited Japan with French officials including Emmanuel Moulin – chief of staff to Bruno Le Maire, who is French Minister of the Economy – to meet with Hiroto Saikawa and Japanese officials Wednesday and Thursday. This trip was first reported by Le Figaro in the early hours of Wednesday morning (15 Jan) Asia time, and the point of the trip was reportedly to discuss the changes in governance at the top of Renault which might be coming – i.e. a new chairman as the French state and Renault’s independent directors appear to have decided that another two months of detention for Carlos Ghosn is enough to warrant a change even if they still presume his innocence in the charges brought in Japan. They were also to inquire after Ghosn’s case, though that seemed to have been secondary.
• As a sidebar to this trip, Bruno Le Maire came out Wednesday saying that the State had asked the Renault board to hold a board meeting to replace Ghosn, and said that the French state would leave it to Renault’s directors to choose, but also came out and said that  Cie Generale Des Etablissement MIchelin (ML FP) CEO Jean-Dominique Senard would be a great choice (though other suggestions are that he might take the role of Chairman as others note that Renault Interim CEO Thierry Bolloré’s role could be made permanent). His comments about Mr. Senard included those suggesting that Mr. Senard adheres to certain ideas of the “social responsibilities” of the company – ideas which Mr. Le Maire shares.

Mr Le Maire also said this week…

“Nous souhaitons la pérennité de l’alliance. La question des participations au sein de l’alliance n’est pas sur la table.”

Another quote from an article which came out Saturday night at midnight Paris time was similar. 

“Un rééquilibrage actionnarial, une modification des participations croisées entre Renault et Nissan n’est pas sur la table”, déclare Bruno Le Maire. “Nous sommes attachés au bon fonctionnement de cette alliance qui fait sa force.”   

Both quotes say “we” (the French state) seek for the Alliance to continue functioning in a stable manner and changes of the crossholding relationship or ownership rates between the companies were not on the table. 

The second appears to be a quote from the Journal du Dimanche (article linked above) which was probably conducted a day or two earlier – and it makes a reference to it having been conducted just after his return from Tokyo (it was not revealed earlier this week that he had made the trip with Mssrs. Vial and Moulin so this is something of a question mark). 

All of this was out by Friday. It was all very measured and reassuring. 

Then Sunday saw a bombshell dropped… again…

In the Nikkei and Bloomberg, it was revealed that the French visitors to Tokyo had informed Japanese officials of their intention to have Renault appoint the next chairman of Nissan (as apparently the Alliance agreement allows) and of the French State’s intention to seek to integrate Nissan and Renault under the umbrella of a single holding company. 

This is interesting for three reasons…

1. A holding company where the two companies stay listed does nothing that the Alliance does not do now except put a single board in place on top of both companies. That would be a Dutch Foundation structure. A holding company where one of the two companies loses its listing (because it is taken over) would require one of those companies lose a set of shareholders. 
2. A Dutch Foundation (which is effectively the same thing if the two companies stay listed) was an idea which a year ago in the previous kerfuffle last spring about merging was “not an option acceptable to the government” (Les Echos, 7-Mar-18)
3. This is, once again, the French state seeking to intervene in the governance of Nissan. That’s a no-no according to the Alliance Agreement as modified in December 2015. 

This is widely reported in English, Japanese, and French on Sunday. 

There is a conciliatory article in Bloomberg with a headline suggesting a French official (Le Maire) downplayed the French comments about a holding company, but that refers to the JDD article, which is probably days old and repeated the same comment he made publicly earlier this week, reported by Les Echos and Le Figaro about a lack of change in cross-holding, but a careful read of the timeline suggests his comments were made in France before someone leaked this to the Nikkei.

Saikawa-san was reported to have said this morning (Monday 21 Jan 2019) that he had not heard about this, but that now was not the time to consider revising capital ties.

One should note, once again, that this is not the CEO or independent Chairman of Renault saying this. It is not the board or Nissan saying this. It is the French state. 

What does this all mean?  What are the possibilities and ramifications? Read on…

4. The GER Weekly EVENTS Wrap: Softbank, Xiaomi, Capitaland and Navitas

Have nascent bull cases developed for maligned Softbank Group (9984 JP) and Xiaomi Corp (1810 HK)? In this version of the GER weekly events wrap, we asses an interesting debt tender for Softbank Group (9984 JP) which could portend action for the equity. Secondly, we review our long-standing negative stance on Xiaomi Corp (1810 HK) after a very poor recent run. Finally, we are hesitant on the Capitaland Ltd (CAPL SP) acquisition and think a bump is possible for Navitas Ltd (NVT AU)

The rest of our event-driven research can be found below. 

Best of luck for the new week – Rickin, Venkat and Arun

5. Pinduoduo (PDD US): Lock-Up Expiry – Keep Calm, Keep Going

The recent collapse of Xiaomi Corp (1810 HK)’s shares after the end of its six-month lock-up period has focused minds on upcoming lockup expirations. Pinduoduo (PDD US) is the next major Chinese tech company with an upcoming lock-up expiration – its six-month lock-up period expires on 22 January.

In this briefing:

1. Another Semi-BIGLY Buyback at TOC: STILL an MBO Candidate
2. Propertylink – CNI Shareholders To Vote On ESR’s Final Offer
3. M1 Ltd (M1 SG): A Clever Ploy to Put the Ball Firmly in Axiata’s Court
4. BDMN/BBNP Merger Leads to BDMN Buyout Arb
5. Samsung Electronics Share Class: Close Prev Position & Initiate New One Reversely

1. Another Semi-BIGLY Buyback at TOC: STILL an MBO Candidate

13 months ago, real estate operator TOC Co Ltd (8841 JP) –  known for decades in Tokyo as the owner/operator of the largest single building in Tokyo by floor space – launched a Tender Offer to buy up to 20mm shares or 16.4% of the shares outstanding. Effissimo, Mizuho Bank, Mitsubishi UFJ Bank, and Mitsui Sumitomo Bank had each apparently approached the company indicating they were interested in selling. 

The Tender Offer resulted in Effissimo selling 17,916,900 shares, leaving them with 4.599mm shares. Combined, other parties sold 800,000 shares. 

On the 21st of March 2018, TOC announced it would cancel 33 million shares out (they already had ~14mm shares of Treasury stock prior to launching the Tender Offer). Later they launched another buyback program and the company has 1.847mm shares of Treasury stock as of now, out of 103.88mm shares outstanding. 

I wrote about these events last year in TOC’s (8841 JP) BIGLY Buyback and TOC’s BIGLY Buyback Makes It a Takeout Target.

The New News

Yesterday after the close, the company announced a ToSTNeT-3 Buyback this morning, to buy up to 4.6 million shares or 4.49% of shares outstanding at ¥778/share. 

That makes the previous argument stronger, not weaker. 

To not reinvent the wheel, the second insight is the one with the deep dive information about the company and its assets. 

A review of the opportunity continues below.

2. Propertylink – CNI Shareholders To Vote On ESR’s Final Offer

ESR has now declared its Offer for Propertylink Group (PLG AU) “to be best and final“, and the Offer has been extended until the 28 February (unless further extended). 

After adjusting for the interim distribution of A$0.036/share (ex-date 28 December; payment 31 January), the amount payable by ESR under the Offer is A$1.164/share, cash.

The Target Statement issued back on the 20 November included a “fair and reasonable” opinion from KPMG,  together with unanimous PLG board support.

To recap: after PLG rebuffed an offer from Centuria Capital (CNI AU) in September, followed by PLG making an offer for Centuria Industrial Reit (CIP AU) – in which both CNI (23.5%) and PLG (17.3%) have sizeable stakes – ESR launched its offer for PLG. Adding to the cross-holdings, ESR also acquired major positions in both PLG (18.06% initially, now up to 19.9%) and CNI (14.9%).

ESR’s Offer is conditional on a minimum acceptance condition of 50.1%. CNI has a 19.5% stake and Vinva Investment Management 5%.

The next key event is CNI’s shareholder vote on the 31 January. This is not a vote to decide on tendering the shares held by CNI in PLG into ESR’s offer; but to give CNI’s board the authorisation to tender (or not to tender) those PLG shares. 

Although no definitive decision has been made public by CNI, calling the EGM to get shareholder approval and attaching a “fair & reasonable” opinion from an independent expert (Deloitte) to CNI’s EGM notice, can be construed as sending a strong signal CNI’s board will ultimately tender in its shares. According to the AFR (paywalled), CNI’s John Mcbain said: “We want to make sure when we do decide to vote, if we get shareholder approval, the timing is with us“. 

Assuming the resolution passes, CNI’s board decision on PLG shares will take place shortly afterwards. My bet is this turns unconditional the first week of Feb. The consideration under the Offer would then be paid 20 business days after the Offer becomes unconditional. Now trading with completion in mind at a gross/annualised spread of 0.8%/6.7%, assuming payment the first week of March.

3. M1 Ltd (M1 SG): A Clever Ploy to Put the Ball Firmly in Axiata’s Court

M1 Ltd (M1 SP), the third largest telecom operator in Singapore, is subject to a voluntary conditional offer (VGO) at S$2.06 cash per share from Keppel Corp Ltd (KEP SP) and Singapore Press Holdings (SPH SP) (KCL-SPH). KCL-SPH said on Tuesday that they wouldn’t increase their S$2.06 offer price “under any circumstances whatsoever.”

4. BDMN/BBNP Merger Leads to BDMN Buyout Arb

In December 2017, Mitsubishi UFJ Financial (8306 JP) launched a complicated three-step process to acquire up to 40%, then up to 73.8% (or more) in Bank Danamon Indonesia Tbk (BDMN IJ), five years after DBS’ aborted attempt to obtain a majority in the same bank. 

This was discussed originally in Pranav Rao’s Bank Danamon: Takeover Redux. 

MUFG initially bought 19.9 percent of Bank Danamon from Singapore state investor Temasek Holdings 15.875 trillion rupiah ($1.17 billion), then valuing the Indonesian lender at around $6 billion.

Step 2 saw the OJK give the OK (BDMN announcement in English) for MUFG to up its holding to 40% – the statutory maximum under the prevailing OJK regulation No.56/POJK 03/2016 – and the Indonesian Financial Services Authority (OJK), seemingly granted permission for MUFG to go above 40% in Bank Danamon when OJK deputy commissioner for banking, Heru Kristyana, wrote in a message to a Reuters journalist (article here) on August 3rd last year “They (MUFG) can have a larger stake than 40 percent once the merger (with Bank Nusantara) has gone through and as long as they meet provisions and requirements.”

As Johannes Salim, CFA pointed out in his interesting insight Bank Danamon: Fundamentals Revisited Plus Thoughts on M&A in March last year, the revised OJK regulation No.56/POJK 03/2016 placed the authority for determining whether or not a foreign acquiror could go above 40% squarely on the OJK – no BI approval would be necessary. 

Indonesia has a “Single Presence Policy” (OJK Regulation No. 39/2017) which requires that a foreign owner may not hold more than one control stake in a bank. In order to get to Step 3 which would be to acquire the remaining 33.8% of Danamon from Temasek affiliates (Asia Financial Indonesia and its affiliates), MUFG would need to merge its presence in Bank Nusantara Parahyangan (BBNP IJ) (also known as “BNP”) where it holds more than three-quarters of the shares (and has controlled since 2007) with Danamon. 

The New News

This morning’s paper carried a giant notice in bahasa announcing the planned merger between BDMN and BNP with shareholder vote for both banks 26 March 2019 (record date 1 March) and effective date 1 May 2019. The Boards of Directors and Boards of Commissioners of each bank

• “view that this Merger will increase the value of the company because it is a positive move for stakeholders, including the shareholders of Bank Danamon,” and
• “have proposed to their shareholders to agree with the resolution on the proposed Merger in each of their respective GMS.”

Indonesian takeover procedures generally require a Mandatory Takeover Offer procedure when someone goes over a 50% holding. But banks being bought by foreigners are a different category and bank takeovers are regulated by the OJK. In addition, the structure of such takeovers creates short-term options (for holders) and possibly longer-term obligations for the acquiror which are a little unusual, but provide for a very interesting opportunity in this case.

There is a trade here.

5. Samsung Electronics Share Class: Close Prev Position & Initiate New One Reversely

• SamE Common/1P are now below -2σ on a 20D MA. This is almost 120D low. 1P discount to Common is 16.61%. This is the lowest since mid November last year. Div yield difference is also on the decline. It is now 0.7%p on FY19 local street consensus.
• It is possible to see short-term price correction on both after the recent mini rally. This’d complicate predictability on price pairing. But we are moving into March OGM cycle. This should put harsher pressure on 1P.
• I’d close the previous position. I’d initiate another round of pair trade. This time go long Common and short 1P with a short term horizon.

In this briefing:

1. BDMN/BBNP Merger Leads to BDMN Buyout Arb
2. Samsung Electronics Share Class: Close Prev Position & Initiate New One Reversely
3. Smallcap Kosaido (7868 JP) Tender Offer: Wrong Price But Whaddya Gonna Do?
4. Healthscope (HSO AU): Brookfield Makes Investors Wait, BGH Unlikely to Provide Material Upside
5. Nissan/Renault: French State Intervention Continues

1. BDMN/BBNP Merger Leads to BDMN Buyout Arb

In December 2017, Mitsubishi UFJ Financial (8306 JP) launched a complicated three-step process to acquire up to 40%, then up to 73.8% (or more) in Bank Danamon Indonesia Tbk (BDMN IJ), five years after DBS’ aborted attempt to obtain a majority in the same bank. 

This was discussed originally in Pranav Rao’s Bank Danamon: Takeover Redux. 

MUFG initially bought 19.9 percent of Bank Danamon from Singapore state investor Temasek Holdings 15.875 trillion rupiah ($1.17 billion), then valuing the Indonesian lender at around $6 billion.

Step 2 saw the OJK give the OK (BDMN announcement in English) for MUFG to up its holding to 40% – the statutory maximum under the prevailing OJK regulation No.56/POJK 03/2016 – and the Indonesian Financial Services Authority (OJK), seemingly granted permission for MUFG to go above 40% in Bank Danamon when OJK deputy commissioner for banking, Heru Kristyana, wrote in a message to a Reuters journalist (article here) on August 3rd last year “They (MUFG) can have a larger stake than 40 percent once the merger (with Bank Nusantara) has gone through and as long as they meet provisions and requirements.”

As Johannes Salim, CFA pointed out in his interesting insight Bank Danamon: Fundamentals Revisited Plus Thoughts on M&A in March last year, the revised OJK regulation No.56/POJK 03/2016 placed the authority for determining whether or not a foreign acquiror could go above 40% squarely on the OJK – no BI approval would be necessary. 

Indonesia has a “Single Presence Policy” (OJK Regulation No. 39/2017) which requires that a foreign owner may not hold more than one control stake in a bank. In order to get to Step 3 which would be to acquire the remaining 33.8% of Danamon from Temasek affiliates (Asia Financial Indonesia and its affiliates), MUFG would need to merge its presence in Bank Nusantara Parahyangan (BBNP IJ) (also known as “BNP”) where it holds more than three-quarters of the shares (and has controlled since 2007) with Danamon. 

The New News

This morning’s paper carried a giant notice in bahasa announcing the planned merger between BDMN and BNP with shareholder vote for both banks 26 March 2019 (record date 1 March) and effective date 1 May 2019. The Boards of Directors and Boards of Commissioners of each bank

• “view that this Merger will increase the value of the company because it is a positive move for stakeholders, including the shareholders of Bank Danamon,” and
• “have proposed to their shareholders to agree with the resolution on the proposed Merger in each of their respective GMS.”

Indonesian takeover procedures generally require a Mandatory Takeover Offer procedure when someone goes over a 50% holding. But banks being bought by foreigners are a different category and bank takeovers are regulated by the OJK. In addition, the structure of such takeovers creates short-term options (for holders) and possibly longer-term obligations for the acquiror which are a little unusual, but provide for a very interesting opportunity in this case.

There is a trade here.

2. Samsung Electronics Share Class: Close Prev Position & Initiate New One Reversely

• SamE Common/1P are now below -2σ on a 20D MA. This is almost 120D low. 1P discount to Common is 16.61%. This is the lowest since mid November last year. Div yield difference is also on the decline. It is now 0.7%p on FY19 local street consensus.
• It is possible to see short-term price correction on both after the recent mini rally. This’d complicate predictability on price pairing. But we are moving into March OGM cycle. This should put harsher pressure on 1P.
• I’d close the previous position. I’d initiate another round of pair trade. This time go long Common and short 1P with a short term horizon.

3. Smallcap Kosaido (7868 JP) Tender Offer: Wrong Price But Whaddya Gonna Do?

Last week on 17 January, printing and HR services company and funeral parlor operator Kosaido Co Ltd (7868 JP) announced that Bain Capital Private Equity would conduct an MBO on its shares via Tender Offer, with a minimum threshold for success of acquiring 66.67% of the shares outstanding. The Tender Offer commenced on 18 January and goes through 1 Mach 2019. The Tender Offer Price is ¥610/share, which is a 43.8% premium to the close of the day before the announcement and a 59.7% premium to the one-month VWAP up through the day before the announcement. 

The company’s board of directors announced it supported the deal. 

Terms & Schedule

4. Healthscope (HSO AU): Brookfield Makes Investors Wait, BGH Unlikely to Provide Material Upside

Healthscope Ltd (HSO AU), Australia’s second-largest private hospital operator, noted today that Brookfield Asset Management (BAM US) is seeking the necessary internal approvals to submit a binding proposal by 31 January. We believe that Brookfield will come through with its binding proposal as the delays are not due to issues cropping up from the due diligence but due to ongoing financing negotiations with multiple banks.

5. Nissan/Renault: French State Intervention Continues

This past week saw some interesting news out of the ongoing saga of governance and control that is the Renault SA (RNO FP)Nissan Motor (7201 JP) Alliance. 

• A week ago, former Nissan Chief Performance Officer and onetime potential successor to Ghosn and/or Saikawa-san – Jose Munoz – who was put on leave to help Nissan deal with its internal investigation – resigned effective immediately. Some suggest this is the start of a bloodbath of Ghosn loyalists.
• Former Nissan CEO and still-CEO at Renault Carlos Ghosn was in court to appeal the decision to not allow him bail. I expect that will end up at the Supreme Court in not too long, but for the moment he might stay in detention for another 7-8 weeks.
• Nissan sources said (according to a Reuters report) earlier in the week they would be looking to file suit for damages against Ghosn.
• Nissan and Mitsubishi officially announced Friday that as a result of a joint investigation by Nissan and Mitsubishi Motors (7211 JP) into the Nissan-Mitsubishi Alliance entity (Nissan Mitsubishi BV), it was discovered that “Ghosn entered into a personal employment contract with NMBV and that under that contract he received a total of 7,822,206.12 euros (including tax) in compensation and other payments of NMBV funds. Despite the clear requirement that any decisions regarding director compensation and employment contracts specifying compensation must be approved by NMBV’s board of directors, Ghosn entered into the contract without any discussion with the other board members, Nissan CEO Hiroto Saikawa and Mitsubishi Motors CEO Osamu Masuko, to improperly receive the payments.” Saikawa and Masuko were not informed and did not also get paid by the company. The NMBV entity will attempt to recoup the funds from Ghosn. Nissan and Mitsubishi are thinking of dissolving their Dutch alliance entity.
• The Nissan panel reviewing Nissan’s governance structure, made up of three independent directors and four external members, met for the first time Sunday. The proposals are due end-March, upon which the board will propose a new management system/structure for approval at the shareholder meeting at end-June 2019. The co-chair said in a comment after today’s meeting that Ghosn perhaps had questionable ethics.
• French business newspaper Les Echos carried an “exclusive” interview with Nissan CEO Hiroto Saikawa which was reasonably enlightening, or should have been from a French point of view. In the interview, Saikawa is adamant that he fully supports the Renault-Nissan Alliance saying that it was not just important but “crucial” and he “would do nothing to render it harm”, and that the French state’s stake in Renault “posed no problem at all” because the “French state does not impose in any way on Nissan.” Saikawa-san also noted that he had no intention of ridding Nissan of French/foreign employees.
• Renault Director Martin Vial visited Japan with French officials including Emmanuel Moulin – chief of staff to Bruno Le Maire, who is French Minister of the Economy – to meet with Hiroto Saikawa and Japanese officials Wednesday and Thursday. This trip was first reported by Le Figaro in the early hours of Wednesday morning (15 Jan) Asia time, and the point of the trip was reportedly to discuss the changes in governance at the top of Renault which might be coming – i.e. a new chairman as the French state and Renault’s independent directors appear to have decided that another two months of detention for Carlos Ghosn is enough to warrant a change even if they still presume his innocence in the charges brought in Japan. They were also to inquire after Ghosn’s case, though that seemed to have been secondary.
• As a sidebar to this trip, Bruno Le Maire came out Wednesday saying that the State had asked the Renault board to hold a board meeting to replace Ghosn, and said that the French state would leave it to Renault’s directors to choose, but also came out and said that  Cie Generale Des Etablissement MIchelin (ML FP) CEO Jean-Dominique Senard would be a great choice (though other suggestions are that he might take the role of Chairman as others note that Renault Interim CEO Thierry Bolloré’s role could be made permanent). His comments about Mr. Senard included those suggesting that Mr. Senard adheres to certain ideas of the “social responsibilities” of the company – ideas which Mr. Le Maire shares.

Mr Le Maire also said this week…

“Nous souhaitons la pérennité de l’alliance. La question des participations au sein de l’alliance n’est pas sur la table.”

Another quote from an article which came out Saturday night at midnight Paris time was similar. 

“Un rééquilibrage actionnarial, une modification des participations croisées entre Renault et Nissan n’est pas sur la table”, déclare Bruno Le Maire. “Nous sommes attachés au bon fonctionnement de cette alliance qui fait sa force.”   

Both quotes say “we” (the French state) seek for the Alliance to continue functioning in a stable manner and changes of the crossholding relationship or ownership rates between the companies were not on the table. 

The second appears to be a quote from the Journal du Dimanche (article linked above) which was probably conducted a day or two earlier – and it makes a reference to it having been conducted just after his return from Tokyo (it was not revealed earlier this week that he had made the trip with Mssrs. Vial and Moulin so this is something of a question mark). 

All of this was out by Friday. It was all very measured and reassuring. 

Then Sunday saw a bombshell dropped… again…

In the Nikkei and Bloomberg, it was revealed that the French visitors to Tokyo had informed Japanese officials of their intention to have Renault appoint the next chairman of Nissan (as apparently the Alliance agreement allows) and of the French State’s intention to seek to integrate Nissan and Renault under the umbrella of a single holding company. 

This is interesting for three reasons…

1. A holding company where the two companies stay listed does nothing that the Alliance does not do now except put a single board in place on top of both companies. That would be a Dutch Foundation structure. A holding company where one of the two companies loses its listing (because it is taken over) would require one of those companies lose a set of shareholders. 
2. A Dutch Foundation (which is effectively the same thing if the two companies stay listed) was an idea which a year ago in the previous kerfuffle last spring about merging was “not an option acceptable to the government” (Les Echos, 7-Mar-18)
3. This is, once again, the French state seeking to intervene in the governance of Nissan. That’s a no-no according to the Alliance Agreement as modified in December 2015. 

This is widely reported in English, Japanese, and French on Sunday. 

There is a conciliatory article in Bloomberg with a headline suggesting a French official (Le Maire) downplayed the French comments about a holding company, but that refers to the JDD article, which is probably days old and repeated the same comment he made publicly earlier this week, reported by Les Echos and Le Figaro about a lack of change in cross-holding, but a careful read of the timeline suggests his comments were made in France before someone leaked this to the Nikkei.

Saikawa-san was reported to have said this morning (Monday 21 Jan 2019) that he had not heard about this, but that now was not the time to consider revising capital ties.

One should note, once again, that this is not the CEO or independent Chairman of Renault saying this. It is not the board or Nissan saying this. It is the French state. 

What does this all mean?  What are the possibilities and ramifications? Read on…

In this briefing:

1. The GER Weekly EVENTS Wrap: Softbank, Xiaomi, Capitaland and Navitas
2. Pinduoduo (PDD US): Lock-Up Expiry – Keep Calm, Keep Going
3. Hyosung Holdings: Current Status & Trade Approach
4. Last Week in Event SPACE: Xiaomi, NTT, Capitaland, Panalpina, Celgene/Bristol Myers, Amorepacific
5. Courts Asia To Be Taken Over By Nojima

1. The GER Weekly EVENTS Wrap: Softbank, Xiaomi, Capitaland and Navitas

Have nascent bull cases developed for maligned Softbank Group (9984 JP) and Xiaomi Corp (1810 HK)? In this version of the GER weekly events wrap, we asses an interesting debt tender for Softbank Group (9984 JP) which could portend action for the equity. Secondly, we review our long-standing negative stance on Xiaomi Corp (1810 HK) after a very poor recent run. Finally, we are hesitant on the Capitaland Ltd (CAPL SP) acquisition and think a bump is possible for Navitas Ltd (NVT AU)

The rest of our event-driven research can be found below. 

Best of luck for the new week – Rickin, Venkat and Arun

2. Pinduoduo (PDD US): Lock-Up Expiry – Keep Calm, Keep Going

The recent collapse of Xiaomi Corp (1810 HK)’s shares after the end of its six-month lock-up period has focused minds on upcoming lockup expirations. Pinduoduo (PDD US) is the next major Chinese tech company with an upcoming lock-up expiration – its six-month lock-up period expires on 22 January.

3. Hyosung Holdings: Current Status & Trade Approach

• Local institutions are busy scooping up Hyosung Corporation (004800 KS) shares lately. The owner risk is now gone. There are increasing signs of improving fundamentals on all of the four major subs. Some are already expecting ₩5,000 per share. This is a 9.2% annual div yield at the last closing price.
• Discount is also attractive. It is now at 46% to NAV. With this much div yield, discount should be much below the local peer average of 40%.
• I’d continue to long Holdco. Hedge would be tricky. Heavy is up 15% YTD. I admit that there is no clear cointegrated relationship between them. But Heavy’s recent rally is more of a speculative money pushing up on the hydrogen vehicle theme. I’d pick Heavy for a hedge.

4. Last Week in Event SPACE: Xiaomi, NTT, Capitaland, Panalpina, Celgene/Bristol Myers, Amorepacific

Last Week in Event SPACE …

• Do not buy Xiaomi Corp (1810 HK) as there is a LOT of overhang still to come. 
• Indications are a total of ¥550-650bn of buybacks in NTT (Nippon Telegraph & Telephone) (9432 JP) over the next two years, and ¥300-400bn in buybacks from NTT Docomo Inc (9437 JP) in perhaps a slightly shorter period. But the timing is tough to bet on. 
• The Capitaland Ltd (CAPL SP)/ASB deal creates Asia’s largest diversified real estate group.
• The play here is to expect a better bid for Panalpina Welttransport (PWTN SW).

• In an industry that has had more than its share of broken deals, ugly headline risk, political noise and activists, the Bristol Myers Squibb Co (BMY US) and Celgene Corp (CELG US) deal looks attractive.

• The timing looks ripe for an Amorepacific Corp (090430 KS) set-up.

• Plus CCASS and expected upcoming events for key M&A transactions.

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

Xiaomi Corp (1810 HK) (Mkt Cap: $30bn; Liquidity: $79mn)

After 6.5bn+ shares came off lockup last week (by Travis Lundy’s estimate), Xiaomi made a placement equal to about 1% of shares outstanding at a sharp discount to the close. This follows a block of 120mm shares last Thursday at HK$8.80 (at a 13+% discount); Apoletto reported a distribution (sale) of 594+mm shares on January 9th to reduce their total position across all funds from 9.25% to 4.99%; and there was a block placement launched earlier in the week for 231mm shares for sale between HK$9.28 and HK$9.60.

• While as much as 1bn shares may have already transacted (assuming most of the 594mm shares distributed by Apoletto have been sold in the market), there were ~6.5 billion shares which could be sold and an additional 1bn+ of additional conversions designed to be sold.
• In another 6 months, there will be another 4bn+ shares which come off LockUp.  In total, that is up to 10-11bn shares coming off lockup between a week ago and 6 months from now. That is four times the total IPO size, and 70-80% of the total position coming off lock-up has an average in-price of HK$2.00 or less. Apoletto’s average in-price was HK$9.72. 
• Travis is also skeptical that the company’s capital deserves a premium to peers, and is not entirely convinced that the pre-IPO profit forecasts are going to be met in the medium-term. In the meantime, a lot of the current capital structure base is looking to get out.
• Nota Bene: Bloomberg’s 3bn-shares-to-come-off-lockup number was confirmed by Travis (the day he published the piece linked below) with the people who tallied the info for the CACS function. They had neglected to count a certain group of shareholders. The actual number will be well north of 6 billion shares. 

(link to Travis’ insight: Early Investors Say “Xiaomi The Money” Post LockUp Expiry)

NTT (Nippon Telegraph & Telephone) (9432 JP) (Mkt Cap: $80bn; Liquidity: $185mn)

After the close of trading on the 15 January,  NTT announced it had repurchased 3.395mm shares for ¥15.349bn in the first 7 trading days of the month, purchasing 10.9% of the volume traded. This announcement was bang in line with Travis’ insight the prior day, where he anticipated the buybacks would soon be done.

• The push to buy shares on-market at NTT vs off-market at NTT Docomo has had some effect but not a huge effect. The NTT/Docomo price ratio is a bit more than 5% off its late October 2018 lows prior to the “Docomo Shock”, but the ratio is off highs. Off the lows, the Stub Trade has done really well. 

• NTT DoCoMo bought back ¥600bn of shares from NTT at the end of 2018. That means NTT DoCoMo could buy back perhaps ¥300-400bn of shares from the market over the next year or so before ‘feeling the need’ to buy back shares from NTT again. NTT will likely buy back at least ¥160bn of NTT shares from the government in FY19 starting April 1st, which means there will be room to buy back another ¥100bn from the government before not having any more room to do so.

• There could be an NTT buyback from the market in FY2019, and one should expect that for the company to buy back shares from the government again, if NTT follows the pattern shown to date, there should be another ¥400-500bn of buybacks from the market over the next two years, and if EPS threatens a further fall on NTT DoCoMo earnings weakness, NTT might boost the buyback to make up for that. 

• The very large sale by NTT of NTT Docomo shares this past December will free up a significant amount of Distributable Capital Surplus.
• On a three-year basis, Travis would rather own NTT than NTT Docomo. But he expects the drift on the ratio will not be overwhelming unless NTT does “something significant”.

(link to Travis’ insight: NTT Buyback Almost Done)  

Capitaland Ltd (CAPL SP) (Mkt Cap: $10.4bn; Liquidity: $16mn)

Singaporean real-estate group Capitaland has entered into a SPA to buy Ascendas-Singbridge (ASB) from its controlling shareholder, Temasek. The proposed acquisition values ASB at an enterprise value of S$10.9bn and equity value of S$6.0bn. Capitaland will fund the acquisition through 50% cash and 50% in shares (862.3mn shares @$3.25/share – ~17% dilution). Capitaland-ASB will have a pro-forma AUM of S$116bn, making it the largest real estate investment manager in Asia and the ninth largest global real estate manager.

(link to Arun George’s insight: Capitaland (CAPL SP): Transformational Acquisition at a Premium)

Yungtay Engineering (1507 TT) (Mkt Cap: $792bn; Liquidity: $1mn)

Hitachi Ltd (6501 JP) announced it had received approvals from the relevant government authorities, and its Tender Offer for Yungtay (at TWD 60/share) has now launched.  The Tender Offer will go through March 7th 2019 with the target of reaching 100% ownership. Son of the founder, former CEO, and Honorary Chairman Hsu Tso-Li (Chou-Li) of Yungtay has agreed to tender his 4.27% holding. The main difference between the offer details as discussed in Going Up! Hitachi Tender for Yungtay Engineering (1507 TT) back in October, is a minimum threshold for success of reaching just over one-third of the shares outstanding, with a minimum to buy of 88,504,328 shares (21.66%, including the 4.27% to be tendered by Hsu Tso-Li).

• This deal looks pretty straightforward, but the stock has been trading reasonably tight to terms, with annualized spreads on a reasonable expectation of closing date in the 3.5-4.5% annualized range for a decent part of December, rising into early January before seeing a jump in price and drop in annualized on the second trading day of the year. This shows some expectation of a fight and a bump. 
• To avoid that fight and bump – the Baojia Group, which supported Hsu Tso-Ming’s board revolt last summer (discussed in the previous insight), has reportedly accumulated a 10% stake –  Hitachi has lowered its minimum threshold to complete the deal to get to one-third plus a share. Given that it controls 11.7% itself as the largest shareholder, and has another 4.3% from the chairman in the bag, that means it needs about 17.3% of the remaining 84% to be successful. 
• Because the minimum is only about 21% of the float, this deal has quite decent odds of getting up unless someone makes a more serious run for it.  As an arb, Travis sees a small chance of a bump because of some potential harassment value by Hsu Tso-Ming’s friends at Baojia Group. Hitachi has already taken that into account with the lowering of the minimum, but it is possible that enough noise can be created to obtain a bump. 

(link to Travis’ insight: Hitachi Tender for Yungtay Engineering Launches) 

Courts Asia Ltd (COURTS SP) (Mkt Cap: $58mn; Liquidity: $0.02mn)

Courts, a leading electrical, consumer electronics and furniture retailer predominantly in Singapore and Malaysia, has announced a voluntary conditional offer from Japanese big box electronics retailer Nojima Corp (7419 JP) at $0.205/share, a 34.9% premium to the last closing price. The key condition to the Offer is the valid acceptances of 50% of shares out. Singapore Retail Group, with 73.8%, has given an irrevocable to tender. Once tendered, this offer will become unconditional. The question is whether minorities should hold on. 

• Barings/Topaz-controlled Singapore Retail Group are exiting, having not altered their shareholding since CAL’s 2012 listing. If Nojima receives acceptances from 90% of shareholders, it will move to compulsory delisting of the shares. If the Offer closes with Nojima holding >75% of shares, it could still launch an exit/delisting offer pursuant to Rule 1307 and Rule 1308.
• Long-suffering shareholders may wish to hold on for a potential turnaround should Nojima extract expected synergies.  But this looks like a decent opportunity (of sorts) to also exit along with the controlling shareholder.

(link to my insight: Courts Asia To Be Taken Over By Nojima)

Navitas Ltd (NVT AU) (Mkt Cap: $1.4bn; Liquidity: $3mn)

The board of Navitas, a global education provider, has unanimously backed a revised bid by 18.4% shareholder BGH Consortium of A$5.825/share, 6% higher than its previous rejected offer and a 34% premium to undisturbed price.

• The revised proposal drops the “lock out” conditions attached to BGH Consortium’s previous offer, enabling BGH to support a superior proposal. BGH has also been granted an exclusivity period until the 18 Feb.

(link to Arun George‘s insight: Navitas (NVT AU): A Bid Priced to Go with a Reasonable Chance of a Competing Bid)

Panalpina Welttransport Holding (PWTN SW) (Mkt Cap: $4.2bn; Liquidity: $13mn)

Panalpina Welttransport announced that it had received an unsolicited, non-binding proposal from DSV A/S (DSV DC) to acquire the company at a price of CHF 170 per share, consisting of 1.58 DSV shares and CHF 55 in cash for each Panalpina share.  The offer comes at a premium of 24% to Panalpina’s closing share price of CHF 137.5 as of 11 January 2019 and 31% to the 60-day VWAP of CHF 129.5 as of 11 January 2019. Following the announcement, Panalpina’s shares surged above the terms of the offer implying that the market was anticipating a higher bid from DSV or one of its competitors. 

• Investors lashed out at Panalpina’s board last year (after years of griping by some of the top holders), eventually forcing the main shareholder to support the installation of a new chairman of the board.
• The stock is clearly in play. And the sector is seeing ongoing consolidation. DSV’s approach to Panalpina comes just months after it failed in an attempt to buy Switzerland’s Ceva Logistics AG (CEVA SW). Media reports suggested Switzerland’s Kuehne & Nagel are also rumoured to be considering an offer for Panalpina.
• Panalpina’s largest shareholder, Ernst Goehner Foundation, owns a stake of approximately 46%. If EGS wants to see OPMs up at global standards level – in the area of DSV and KNIN – then they may need to see someone else manage the assets.  If EGS is steadfastly against Panalpina losing its independence, a deal will not get done. That said, if a deal does not get done because the board reflects the interest of EGS, that proves the board is not as independent as previously claimed.  But one must imagine there is a right price for everything.

(link to Travis’ insight: Beleaguered Panalpina Gets An Unsolicited Takeover Offer) 

Celgene Corp (CELG US) (Mkt Cap: $60bn; Liquidity: $743mn)

Earlier this month, Bristol Myers Squibb Co (BMY US) and Celgene announced a definitive agreement for BMY to acquire Celgene in a $74bn cash and stock deal. The headline price of $102.43 per Celgene share plus one CVR (contingent value right) is a 53.7% premium to CELG’s closing price of $66.64 on January 2, 2019, before assigning any value to the CVR. The CVR has a binary outcome: it will either be worth zero or will be worth a $9 cash payment upon the FDA approval of three drugs.

• While there don’t appear to be any major problems in commercial products, it remains to be seen whether the antitrust authorities go further into the pipeline to determine whether potential competition from drugs still in clinical trials could present issues in the future.
• Overall, the merger agreement appears fairly standard, but it does (also) require BMY shareholder approval which typically overlays a higher risk premium. For John DeMasi, the attraction for this arb is the current risk/reward.
• ANTYA Investments Inc. chimes in on the deal and considers it unlikely that a suitor for CELG emerges at a higher price, whereas rumours of suitors for BMY abound, and would therefore make a long bet on BMY.

links to
John’s insight: Celgene Acquisition by Bristol-Myers Squibb: A Call to Arbs
Antya’s insight: Celgene and Bristol-Myers Squibb – Undervalued and Underappreciated

Ck Infrastructure Holdings (1038 HK)/Power Assets Holdings (6 HK)

On the 10 January, PAH announced CKI had entered into a placing agreement to sell 43.8mn shares (2.05% of shares out) at HK$52.93/share (a 4.7% discount to last close), reducing CKI’s holding in PAH to 35.96%. This is CKI’s first stake sale in PAH since the 2015 restructuring of the Li Ka Shing group of companies, and it has been over three years since the CKI/PAH scheme merger was blocked by minority shareholders.  It is also around two months since FIRB blocked CKI/PAH/CKA/CKHH in its scheme offer for APA Group (APA AU).

• I don’t see a sale of PAH as being a realistic outcome – this is more likely an opportunity to take some money (the placement is just US$328mn) off the table. CKI remains intertwined with PAH via their utility JVs in Australia, Europe and UK, and in most investments, together they have absolute control. 
• I would also not discount a merger re-load. The pushback in 2015 was that the (revised) merger ratio of 1.066x (PAH/CKI) was too low and took advantage of CKI’s outperformance prior to the announcement. That ratio is now around 0.9x. A relaunched deal at ~1x would probably get up – the average since the deal-break is 1.02x and the 12-month average is 0.95x. And a merger ratio at these levels would ensure Ck Hutchison Holdings (1 HK)‘s holding into the merged entity would be <50%, so it would not be required to consolidate.  This recent sell-down does not, however, elevate the near-term chances of a renewed merger.

(link to my insight: StubWorld: CK Infra/Power Assets, Amorepacific, JCNC) 

Amorepacific Group (002790 KS)/Amorepacific Corp (090430 KS)

Following Curtis Lehnert‘s (TRADE IDEA: Amorepacific (002790 KS) Stub: A Beautiful Opportunity) and Sanghyun Park‘s (Full List of Korea’s Single-Sub Holdcos with Current Sigma % – Quick Thought on Amorepacific) insights, I analysed Amorepacific’s stub earnings over the past 6 years to see if there was any viable/usable correlation in the implied stub. 

Source: CapIQ

• The takeaway is that the stub is very choppy, it often (but not always) widens after the full-year results, and the highest implied stub/EBITDA occurred outside of FY16, its most profitable year. The downward trend since January last year reflects the anticipated ~17% decline in EBITDA for FY18 to ₩148bn, its lowest level in the past four years.
• Sanghyun mentioned that there are signs of improving fundamentals for local cosmetics stocks (as reflected in CapIQ) and that Holdcos have traditionally been more susceptible to fundamental changes. This should augur a shift to the upside in the implied stub.
• I see the discount to NAV at 27%, right on the 2STD line and compares to a 12-month average of 3%. This looks like an interesting set-up level. 

(link to my insight: StubWorld: CK Infra/Power Assets, Amorepacific, JCNC) 

Briefly …

Sanghyun recommends a long Holdco and go short Sub for Hankook Tire Worldwide (000240 KS). By my calcs – I don’t use a 20MDA – the current discount to NAV is 40% against a one-year average of 38.5%, with a 32%-43% band. My implied stub trades above the one-year average.
(link to Sanghyun’s insight: Hankook Tire Worldwide Stub Trade: Another Quick Mean Reversion The Other Way Around)

• The Offer for Selangor Properties (SPR MK) has been bumped again, to RM6.30 from RM6.00. The original Offer was pitched at RM5.70/share.  This latest proposal is a 55% premium to the undisturbed price and 10% above the initial bid. This is starting to look reasonable, at 0.89x P/B. On balance, this will probably now get up. (link to my earlier insight: Selangor Props – Privatisation Offer Does Not Reflect Full Value) 

• New Sports Group (299 HK) is suspended pending the release of info pursuant to the Code. New Sports forms part of the Huarong-CMB network, according to David Webb.

In a similar vein, LEAP Holdings Group Ltd (1499 HK) is potentially subject to a takeover. Leap is part of Webb”s Enigma Network.

• Yugang International (613 HK) is suspended pursuant to the Takeovers Code.

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.   

• Source: HKEx

5. Courts Asia To Be Taken Over By Nojima

Courts Asia Ltd (COURTS SP), a leading electrical, consumer electronics and furniture retailer in predominantly Singapore and Malaysia, has announced a voluntary conditional offer from Nojima Corp (7419 JP) at $0.205/share, a 34.9% premium to the last closing price.

The key condition to the Offer is the valid acceptances of 50% of shares out. Singapore Retail Group, with 73.8%, has given an irrevocable to tender. Once tendered, this offer will become unconditional.

CAL’s share price has endured a steady decline since touching $1.14 back in May 2015. It traded above the Offer price as recently as late-July 2018.

However, the controlling shareholder, which has maintained its stake since CAL’s listing in 2012, is cashing in. Nojima has stated it will exercise its right to compulsorily acquisition if acceptances reach 90%; and it does not intend to support any action or take steps to maintain the listing status of the company in the event its suspended due to free float requirements. I would look to cash out also. Consideration under the Offer may be remitted as early as the fourth week of Feb.

In this briefing:

1. StubWorld: CK Infra/Power Assets, Amorepacific, JCNC
2. Early Investors Say “Xiaomi The Money” Post LockUp Expiry
3. Capitaland (CAPL SP): Transformational Acquisition at a Premium
4. Navitas (NVT AU): A Bid Priced to Go with a Reasonable Chance of a Competing Bid
5. Korea Single-Sub Holdco Daily Alert: Halla Is Ripe for Trade At -1.6σ, Amore Reduced to +0.8σ

1. StubWorld: CK Infra/Power Assets, Amorepacific, JCNC

This week in StubWorld …

• What’s up with Ck Infrastructure Holdings (1038 HK) reducing its stake in Power Assets Holdings (6 HK)?
• Trading around its lowest implied stub inside the past five years, improving sentiment toward cosmetic stocks should support an Amorepacific Group (002790 KS) setup.

Preceding my comments on CKI/PAH, Amorepacific and JCNC are the weekly setup/unwind tables for Asia-Pacific Holdcos.

These relationships trade with a minimum liquidity threshold of US$1mn on a 90-day moving average, and a % market capitalisation threshold – the $ value of the holding/opco held, over the parent’s market capitalisation, expressed as a % – of at least 20%.

2. Early Investors Say “Xiaomi The Money” Post LockUp Expiry

Xiaomi Corp (1810 HK) is likely to break HK$10 this morning again after a placement equal to about 1% of shares outstanding was proposed to buyers last night at a sharp discount to the close. This insight attempts to nail down the shape and size of the ongoing overhang.

After the HK Stock Exchange announced in late April 2018 that it would permit companies with Weighted Voting Rights (WVRs) to list on the HKEx, after sticking to the one-share one-vote principle for years (losing the Alibaba Group Holding (BABA US) listing to NASDAQ in the process), Xiaomi Corp (1810 HK) quickly raised its hand with the prospect of a US$10bn IPO and a US$100bn market cap – heady numbers even for a fast-growing company. This was quickly followed by the launch of the China Depositary Receipt program which saw a quick establishment and even quicker acceptance of a Xiaomi application, potentially setting up a situation where demand was pulled from HK to China. 

Then investors got cold feet, and what was a $100bn valuation dropped to $90bn then $70bn.  The CSRC also pushed back on the possible CDR issuance to such an extent that Xiaomi withdrew its application, and then pricing delivered a valuation of approximately US$50bn at a sharply reduced IPO price of HK$17/share. 

Day1 saw a 6% fall on the open and the shares closed down 1%. After the Day 1 close, fast-track inclusion into the Hang Seng indices was a pleasant and somewhat unexpected surprise for IPO buyers and responded by rising almost 12% on Day 2 on sharply higher volume. MSCI did not follow suit (it had not been expected) but several days later on inclusion day, the stock was 25% higher than the IPO price. 10 days later the over-allotment option had been fully-exercised.

Xiaomi last year grew its ecosystem and its hardware base, but saw lower market share in China (13%) than in 2017 (14%) according to several sources, including Counterpoint Research quoted in the media. The company, which has targeted 50% of revenue from overseas is now just shy of that mark at 44% after ramping up sales in India, Europe, and MENA. 

Global weakness in handsets on mobile tech led by Apple did not spare Xiaomi, but MOST notable was the sharp drop in the share price in December from HK$14.30-50 area to just below HK$13 at year end. The first day of the new year saw the shares fall 5.5%, and the next day the price fell another 3.6%. The shares fell a little more in the next few days but somewhat stabilised until the morning of the 8th. 

Then the volume picked up. The lockup had expired.  

In five days, the shares have traded 880mm shares, and that is before a large placement proposed after the close on 15th January. 

“Xiaomi The Money” was the title of David Blennerhassett‘s initial pre-IPO insight ( Xiaomi The Money!), followed when details came out by Xiaomi the Ecosystem!

3. Capitaland (CAPL SP): Transformational Acquisition at a Premium

Capitaland Ltd (CAPL SP), a Singaporean real-estate group, has entered into a sale and purchase agreement to buy Ascendas-Singbridge (ASB) from its controlling shareholder, Temasek. The proposed acquisition values ASB at an enterprise value of S$10.9 billion and equity value of S$6.0 billion. Capitaland will fund the acquisition through 50% cash and 50% in shares.

4. Navitas (NVT AU): A Bid Priced to Go with a Reasonable Chance of a Competing Bid

Navitas Ltd (NVT AU), an Australian-listed education company, is subject to a revised bid. On 15 January 2019, the BGH Consortium bid against itself by offering a revised proposal of A$5.825 cash per share, 6% higher than its previous rejected offer.

5. Korea Single-Sub Holdco Daily Alert: Halla Is Ripe for Trade At -1.6σ, Amore Reduced to +0.8σ

• Halla has the widest gap now on a 20D MA. It is at -159% of σ. It was down 130pp yesterday alone. It is currently close to yearly mean. Poongsan is also below -1 σ, down 80pp yesterday. BGF and Nexen are above +1 σ.
• Amore quickly reduced the gap yesterday. It is at 78% of σ, down 150pp. Amore Holdco stayed relatively strong yesterday. Holdco is at 78% of σ. But I wouldn’t expect a further decline. Price ratio is still close to yearly low. Holdco discount can be misleading as its two unlisted holdings are severely undervalued.
• I’d trade Halla with a very short-term horizon for quick mean reversion. I wouldn’t look at long-term horizon on Halla. Single sub dependency is relatively low. Price ratio is a little above yearly mean. 46% holdco discount doesn’t seem to be particularly cheap either.
• BGF, I’d continue to hold onto my long position on Holdco. I explained it in the previous BGF insight. Nexen and Poongsan, I’d wait for a bit wider divergence.

In this briefing:

1. Celgene and Bristol-Myers Squibb – Undervalued and Underappreciated
2. Hankook Tire Worldwide Stub Trade: Another Quick Mean Reversion The Other Way Around
3. Beleaguered Panalpina Gets An Unsolicited Takeover Offer
4. Hitachi Tender for Yungtay Engineering Launches
5. Softbank – A Sizeable and Tactical Tender?

1. Celgene and Bristol-Myers Squibb – Undervalued and Underappreciated

A dismal 2018 for the pharmaceutical and bio-tech stocks seems far in the rear view mirror. 2019 began with a bang with two blockbuster deals in the pharmaceutical space within days. In this note, we discuss Bristol Myers Squibb’s Co (BMY US) acquisition of Celgene Corp (CELG US) and  outline our view that investors should go long BMY.

2. Hankook Tire Worldwide Stub Trade: Another Quick Mean Reversion The Other Way Around

• Hankook Tire Worldwide (000240 KS) is again in an interesting position. Its sub, Hankook Tire (161390 KS), is up 2.2% today, putting the duo at -2.2σ. Sub had lost nearly 10% on Jan 2~10 mainly on weakening outlook. Sub has then fully recovered this 10% loss this week. This is putting Holdco at a severely undervalued position on a 20D MA. Holdco discount is now at 41% to NAV.
• I initiated a reverse stub trade on this duo on Jan 8. It started at a 0.44953 price ratio. We are now at 0.38882. We would have enjoyed 15% tasteful yield if we had held onto this position up to this day. We have no apparent signal of improving fundamentals on Sub. It appears that Sub’s recent gain should be the work of bargain hunters. Holdco discount is at the local peer average. Price ratio is at yearly mean.
• Importantly, this is the first time that price ratio is hitting below -2σ since late September last year. We should expect another quick mean reversion at this level. Just, this time it will be the other way. I’d go long Holdco and go short Sub now.

3. Beleaguered Panalpina Gets An Unsolicited Takeover Offer

After investors lashed out at Panalpina Welttransport Holding (PWTN SW)‘s board late last year (after years of griping by some of the top holders), forcing the main shareholder to support the installation of a new chairman of the board, management may have thought they had some breathing room.

They did not.

Rival Kuehne + Nagel International A (KNIN VX) quickly (a couple of days later) showed interest in friendly negotations via the press, and Panalpina responded in the press that it wanted to stay independent. Danish rival DSV A/S (DSV DC) had shown interest before, then had gone after Ceva Logistics AG (CEVA SW) as discussed by David Blennerhassett in CEVA’s Days Of Independence Appear Numbered when the CMA CGM deal came out.

Now DSV has lobbed in a bid for the company.

The New News

On January 16^th Panalpina Welttransport announced that it had received an unsolicited, non-binding proposal from DSV A/S (DSV DC) to acquire the company at a price of CHF 170 per share, consisting of 1.58 DSV shares and CHF 55 in cash for each Panalpina share. 

The offer comes at a premium of 24% to Panalpina’s closing share price of CHF 137.5 as of 11 January 2019 and 31% to the 60-day VWAP of CHF 129.5 as of 11 January 2019.

Following the announcement, Panalpina’s shares surged above the terms of the offer implying that the market was anticipating a higher bid from DSV or one of its competitors. 

DSV claimed in its announcement that the “combination of DSV and Panalpina would create a leading global transport and logistics company with significant growth opportunities and potential for value creation” and that the structure of the offer will allow Panalpina’s shareholders to participate in the benefits of the combination.”

They also stated that “the combined business would generate expected revenues of more than DKK 110bn and EBITDA of more than DKK 7bn on a pro-forma 2018 basis (excluding any synergy benefits).”

DSV’s approach to Panalpina comes just months after it failed in an attempt to buy Switzerland’s Ceva Logistics AG (CEVA SW). Given the fragmented nature of the industry, DSV sees scale as a clear competitive advantage in the logistics market as operational leverage and purchasing power increase with rising freight volumes. As a result, M&A is currently an integral part of their strategy.

Media reports suggested that Switzerland’s Kuehne & Nagel was also rumored to be considering an offer for Panalpina.

Panalpina’s response is “According to its fiduciary duties, the Board of Directors of Panalpina is reviewing the proposal in conjunction with its professional advisers.”

Amid Panalpina’s struggles in ocean freight, IT system delays and below-average growth, activist investor Cevian Capital, which owns 12.3% of Panalpina has publicly urged Panalpina to be open for a takeover. 

Panalpina’s largest shareholder, Ernst Goehner Foundation, owns a stake of approximately 46% and any deal will depend significantly on its approval. 

Given the fragmented nature of the industry, DSV sees scale as a clear competitive advantage in the logistics market as operational leverage and purchasing power increase with rising freight volumes. As a result, M&A is currently an integral part of their strategy.

This is an interesting situation. The question is whether it gets interestinger.

4. Hitachi Tender for Yungtay Engineering Launches

Hitachi Ltd (6501 JP)announced today after the close that it had received approvals from the relevant government organs for its proposed Tender Offer for Yungtay Engineering (1507 TT) and that the Tender Offer would be launched through Hitachi Elevator Taiwan Co. Ltd at TWD 60/share starting tomorrow. The statement filed by Yungtay on the TWSE website is linked here.

The Tender Offer will go through March 7th 2019 with the target of reaching 100% ownership. Son of the founder, former CEO, and Honorary Chairman Hsu Tso-Li (Chou-Li) of Yungtay has agreed to tender his 4.27% holding. The main difference is a minimum threshold for success of reaching just over one-third of the shares outstanding, with a minimum to buy of 88,504,328 shares (21.66%, including the 4.27% to be tendered by Hsu Tso-Li).

This one detail is different from the original announcement in October, which had set a minimum of 50.1% holding after the tender. 

The other details of the Tender Offer are the same as described in Going Up! Hitachi Tender for Yungtay Engineering (1507 TT) from when the deal was announced last October. 

Since the announcement of a deal at a 22% premium, the stock has risen gently from about TWD 56 to just below the TWD 60 Tender Offer price in ever-decreasing volume.

There has been little to no news on the stock regarding the deal in English, and only limited news in Chinese since the announcement of the deal. 

The price evolution makes it look like a pretty straightforward deal. The lowered threshold for success obviously increases the likelihood of success. Weaker markets may also contribute. 

But there is a reason why the threshold was lowered. 

5. Softbank – A Sizeable and Tactical Tender?

Post the close of market, Softbank Group (9984 JP) announced a $750mn USD tender offer through an unmodified Dutch auction to purchase a portion of its outstanding USD and EUR senior notes. This could be an interesting deal from a timing perspective and could portend action for the equity – more details below.

In this briefing:

1. Full List of Korea’s Single-Sub Holdcos with Current Sigma % – Quick Thought on Amorepacific
2. TRADE IDEA: Amorepacific (002790 KS) Stub: A Beautiful Opportunity
3. NTT Buyback Almost Done
4. The GER Weekly EVENTS Wrap: Don Quijote, M1, Healius and Upcoming M&A Catalysts
5. BGF Holdings Stub Trade: More Price Correction on Sub Is Still Ahead

1. Full List of Korea’s Single-Sub Holdcos with Current Sigma % – Quick Thought on Amorepacific

• This is the complete list of Korea’s single-sub holdcos with current sigma %. Three local holdcos are currently standing out: Amorepacific Group (002790 KS): +231.84% of σ, Hanjin Kal Corp (180640 KS): -113.10% of σ and Youngone Holdings (009970 KS): +86.63% of σ.
• Amorepacific appears very tempting for stub trade. The Amore duo now has the widest price divergence on a 20D MA among Korea’s single-sub holdcos. But I would wait on this name. Locally, signals of improving fundamentals are being heard on the local cosmetics stocks. Holdco has traditionally been more susceptible to fundamentals changes. It is very possible that Amore duo leads to upwardly mean reversion in favor of Holdco in the short-term.

2. TRADE IDEA: Amorepacific (002790 KS) Stub: A Beautiful Opportunity

Take out an ad in a magazine or pay a one of the Wondergirls to post an Instagram photo of herself using our makeup? How do we get Americans and Europeans to want our bubble tea sleeping packs and panda-shaped palettes? All valid questions for K-beauty companies in the midst of a global expansion.

Korean beauty products powerhouse, Amorepacific is going through some growing pains at the moment. In the 3Q18 the group reported a YoY sales increase of 6% but OP tumbled 24% due to increased personnel and marketing costs. In a management policy statement last week, Chairman Suh outlined the problems the group is encountering as it copes with reaching customers in a world where online and offline customer interaction is changing. 

The stub is now trading at its widest discount to NAV in at least 3 years and has reached 22% discount to its Sum of the Parts NAV by my calculations. This level represents a level 1.5 standard deviations below its long-term average and also offers compelling value. 

In this insight I will detail:

• an actionable market-neutral trade idea
• an analysis of the various business units of Amorepacific
• reasons for the under-performance of Amorepacific parent and a sign of a rebound
• a recap of ALL my stub trade ideas on Smartkarma, including track record of performance

3. NTT Buyback Almost Done

On November 6th, NTT (Nippon Telegraph & Telephone) (9432 JP)announced a ¥150 billion buyback program, and NTT Docomo Inc (9437 JP)announced that its very large ¥600 billion buyback program presented days before would be done through a single below-market-price Tender Offer where NTT was expected to be the only seller.  That left NTT buying shares on market and NTT Docomo buying shares off-market in the immediate future. 

The Tender Offer went through as planned (though NTT sold a tiny trifle less than expected). 

On January 7th, NTT announced it had repurchased 8.4mm shares for ¥38.8 billion, leaving only ¥15.35 billion to repurchase in this program. That is worth about 7-8 trading days of buying. The buyback is therefore almost done. 

A hint as to the future came in a Nikkei article in December. It may be many months before we see more NTT on-market buybacks. 

4. The GER Weekly EVENTS Wrap: Don Quijote, M1, Healius and Upcoming M&A Catalysts

In this week’s GER M&A wrap, we highlight the dwindling likelihood of a follow-on deal for Don Quijote Holdings (7532 JP) , which is now trading below terms. Secondly, we take a contrarian view on the M1 Ltd (M1 SP) deal and contend there is less likely to be a bidding war. Finally, we update on rejected by Healius (HLS AU) and provide a comprehensive list of upcoming catalysts for near-term M&A deals. 

The rest of our event-driven research can be found below. 

Best of luck for the new week – Rickin, Venkat and Arun

5. BGF Holdings Stub Trade: More Price Correction on Sub Is Still Ahead

• BGF Retail (282330 KS) was down 12% last week. BGF Co Ltd (027410 KS) was down only 4.5%. Finally, they are now above 20D MA. This happens for the first time since late Nov. But Holdco discount is still at 50%. Similarly, price ratio is still close to the yearly low.
• Usually, I’d close a position when I reach ±0.5~0 σ on 20D MA. In this case, Holdco discount is too harsh to do so. Sub price/price ratio has been negatively correlated. Valuation wise, Sub price correction isn’t over yet. PER on FY19e is around 20x. This is about 7% higher than GS Retail (007070 KS) even though GS Retail EBITDA margin is slightly higher.
• It also appears that sentiments on the entire retail sector won’t improve any time soon. The government is hinting a possible change on minimum wage. This is positive on Sub. But fundamentally, Korean CCSI is still on the decline. The newly implemented franchisee support measures will further worsen sentiments. I wouldn’t close this position yet.

In this briefing:

1. Celgene Acquisition by Bristol-Myers Squibb: A Call to Arbs
2. Last Week in Event SPACE: Nexon, Bandhan Bank, M1, Healius, Faroe, Toshiba, Swire

1. Celgene Acquisition by Bristol-Myers Squibb: A Call to Arbs

On January 3, 2019, Bristol Myers Squibb Co (BMY US) and Celgene Corp (CELG US) announced a definitive agreement for BMY to acquire Celgene in a $74 billion cash and stock deal. The headline price of $102.43 per Celgene share plus one CVR (contingent value right) is a 53.7% premium to CELG’s closing price of $66.64 on January 2, 2019, before assigning any value to the CVR.

The logic behind the transaction is to create a biopharma powerhouse with leading franchises in oncology, immunology and inflammation (autoimmune diseases), and cardiovascular medicine. After completion, BMY will have six expected launches in the next 12-24 months representing over $15 billion in revenue potential, and an early pipeline that includes 50 high potential assets. In addition to amassing a powerhouse biopharma portfolio, the combination is expected to yield annual cost synergies of $2.5 billion by 2022.

Terms of the deal call for each CELG share to be converted into one BMY share and $50 cash, plus one tradeable CVR worth $9 if specific FDA approvals are received for three drugs by certain dates. The 1.0 BMY exchange ratio is fixed. Upon completion of the deal BMY shareholders will own about 69% of the combined company with former CELG shareholders owning the other 31%.

The deal is conditioned on approvals by both CELG and BMY shareholders as well as regulatory approvals that include the U.S. and the EU. Financing is not a condition. The companies expect the complete the deal in the third calendar quarter of 2019.

2. Last Week in Event SPACE: Nexon, Bandhan Bank, M1, Healius, Faroe, Toshiba, Swire

Last Week in Event SPACE …

• The reported sale of NXC Corp/Nexon Co Ltd (3659 JP) is possibly a fishing expedition.

• Ideally, own Bandhan Bank (BANDHAN IN) on a deal break, or wait for this deal and its spread to season a bit.
• It’s still not clear that a bump or counterbid will be forthcoming in the M1 Ltd (M1 SP) deal, but at S$2.07, the risks are better than they were higher. 
• Healius (HLS AU) (unsurprisingly) rejects the indicative offer but Jangho is not out of the picture; nor is the possibility of a third party. 
• Negative newsflow and a small kiss to the Offer help DNO ASA (DNO NO) clinch Faroe Petroleum (FPM LN).
• Expect Toshiba Corp (6502 JP)‘s buybacks to continue, slowly.
• Swire Pacific Ltd Cl A (19 HK)‘s discount to NAV is out of whack; so are the As versus the Bs.
• Plus CCASS and expected upcoming events for key M&A transactions.

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

Nexon Co Ltd (3659 JP) (Mkt Cap: $12.6bn; Liquidity: $37mn)

Douglas Kim revisited the news that Kim Jung-Joo wants to sell his stake in the Nexon Group. Travis Lundy also chimed in with his read of the situation. The key questions are whether Kim Jung-Ju would sell NXC (and NXMH) – which holds a 48% stake in Nexon Co – as reported by the local press, or whether NXC and NXMH would sell their stakes in Japan-listed Nexon. The implication being that if they sold the stake in Nexon, it would mean buyers would get a large stake in a single company, whereas there is a bunch of other stuff floating around in NXC and its subsidiaries. 

• The other question is whether Tencent Holdings (700 HK) or another buyer buying NXC would trigger a mandatory Tender Offer for the shares in Nexon in Japan. The letter of the law in the TOB Rules would indicate not, but Travis reckons Yes. If the Kim family sold their stake in NXC Corporation to a buyer, he thinks it is HIGHLY likely that the buyer would be obliged (by Japanese authorities) to conduct a tender offer for the shares of Nexon that they wanted to buy.

• As a trade, this does not look like a great risk arb bet (where you make a bet that a company will get taken over) at first glance if the total trade for NXC is going to be ₩10tn. It would be a good trade if the ₩10tn number were made up of say ₩3tn of assets (in NXC), then the assumption that the current market price adding ₩7tn of assets to arrive at that total of ₩10tn would be an “estimate” of current value rather than an estimate of what it would take to get the deal done, and current market value is a significant premium to book (where NXC has heretofore reported its financials and Nexon). In that case, one might imagine that a bidding war could result in a higher price for Nexon, and an easy exit at ¥2000+/share. 

• Either way it would be a chunk of change which would make many buyers – even buyers from China thought to be quite wealthy – balk. A priori, Travis would want to own Nexon vs Tencent, Electronic Arts (EA US), Netease Inc (Adr) (NTES US), and others, but it is not necessarily a comfortable trade. 

links to:
Travis’ insight: Would a Sale of Founder’s Holdco NXC Corp Trigger a Tender Offer for Nexon (3659 JP)?
Douglas’ insight: Korea M&A Spotlight: Will the Nexon Group Sell the Korean or the Japanese Company? 

M1 Ltd (M1 SP) (Mkt Cap: $1.4bn; Liquidity: $2.9mn)

Konnectivity Pte. Ltd officially announced the launch of its Offer to by M1 Ltd (M1 SP). The Close is 4 February, but the Offer is not Final. 

• If you think there will not be a bump and the deal may or may not go through at S$2.06, unless you are so big that your selling would dramatically impact the price, the right trade here is to sell in the market. 
  • If you think there is a possibility of a bump as the Offeror seeks to a) get Axiata to tender and b) to get everyone else to tender so they can delist and squeeze out minorities, but if no bump there is a quasi-certainty that Konnectivity Pte will gain 50%+1 share at S$2.06, then buying at S$2.07 is not a bad trade depending on your likelihood of bump and bump price.
• If Konnectivity bump, they have two choices: Bump a little bit and declare final so that everyone who played for a bump decides to sell (that might mean a bump to S$2.15 or so); or bump a lot and get Axiata out. 
• Travis believes a bump is certainly possible but also thinks this deal gets done if there is no bump. If Axiata countered at, say S$2.15, he would be inclined to buy at S$2.15 to expect a further counter by Konnectivity.

(link to Travis’ insight: M1 Offer Despatched – Dynamics Still Iffy)  

Gruh Finance (GRHF IN) (Mkt Cap: $2.5bn; Liquidity: $0.5mn)

Bandhan Bank (BANDHAN IN) (“BBL”) and GRUH announced together on January 7th that their respective boards have considered and approved a Scheme of Amalgamation where Bandhan Bank will be the acquiring entity and GRUH Finance will become the acquired entity. At the exchange ratio of 568 Bandhan Bank shares per 1000 GRUH Finance shares, GRUH Finance’s price currently translates to a PER and PBV of 51.8x and 12.5x respectively which is significantly higher than the average for its comparable peers (PER=14.9x; PBV=2.0x).

• This is a great deal for Housing Development Finance Corporation (HDFC IN) which currently owns 57.8% of GRUH Finance. It will own 15% of the merged entity. Considering HDFC Ltd already owns 19.72% as the promoter of HDFC bank and that RBI does not allow the promoter of one bank to hold more than 10% in another bank as a promoter, HDFC Ltd will have to divest a stake that is at least equivalent to 5% of the merged entity. 
• This deal is perhaps less good for Bandhan shareholders. GRUH is being purchased expensively, and minorities are getting hit. This is possibly so that the promoter can get closer to the obligation to the RBI to drop his stake to 40%. That ‘excuse’ is widespread in the media but may not bear up under scrutiny.
• Travis thinks both names could have further to fall and sees no compelling reason to expect growth to surprise on the previously expected upside as branch openings are frozen. A deal break would not solve that, but a shareholder disentanglement on the Bandhan side would.

(link to Travis’ insight: Bandhan Bank To Buy GRUH: A Pricey Bank/NBFC Deal) 

Healius (HLS AU) (Mkt Cap: $1.2bn; Liquidity: $5mn)

As widely expected, Healius’s board rejected the unsolicited and conditional proposal from Jangho Group Co Ltd A (601886 CH) at A$3.25/share.  Pricing under the proposal is okay, at best, valuing Healius roughly in sync with Sonic Healthcare (SHL AU), its nearest peer. Optically, the indicative offer is underwhelming, 20% below the recent high in March last year, and below where Jangho was accumulating its stake in early 2016. 

• Operationally, Healius is not without issue, including increasing salaries, failure to secure key contracts, an inability to retain doctors at its medical centres, and the forced resignation of its CEO two years ago after he was charged by ASIC.
• An offer from Jangho would also fall under FIRB’s remit, specifically sensitive patient data in the hands of a foreign owner, and it is up for debate whether maintaining such information in a secure site in Australia (as applied in Jangho’s acquisition of Vision Eye in 2015) will alleviate these concerns.
• This deal is unlikely to get up under the current terms following the board rejection, but I do expect Jangho to bump its offer; or a third party to enter the fray. On a risk/reward basis I still tilt positive at a 18% gross spread (and up 7% from the post-rejection closing price) to the indicative offer.

(link to my insight: Healius And The (Likely) First Salvo)  

Pci Ltd (PCI SP) (Mkt Cap: $190mn; Liquidity: $0.2mn)

For those who like plain vanilla, PCI announced Pagani Holding (an SPV indirectly owned by Platinum Equity Advisors) had made a S$1.33/share cash offer for the company by way of a scheme. Chuan Hup Holdings (CH SP), which holds 76.7% in PCI, has given an irrevocable undertaking to vote its stake in favour of the scheme resolution. So this is a done deal. The more interesting facet here is that Chuan Hup is currently trading at discount to its net cash after factoring in the proceeds from the sale of PCI shares. 

(link to my insight: PCI Ltd – All Over Before It Starts)  

Faroe Petroleum (FPM LN) (Mkt Cap: $762mn; Liquidity: $13mn)

As anticipated in my insight (DNO Closes In On Faroe) last week, DNO ASA (DNO NO) bumped its Offer for Faroe, which has now been declared unconditional. Tendered shares get paid in 14 days. The final closing date of the offer is the 6 February.

• The 5.3% bump to GBP 1.60/share shortly followed a prior announcement from DNO which referenced a statement made the previous day by the Norwegian Petroleum Directorate of a 30% reserves downgrade at Faroe’s Oda field from 47.2mn MMboe to 32.7 MMboe.

• The Final Offer price represents a premium of 52.4% to Faroe‘s share price of GBP 1.05 at the close of business on 3 April 2018, and values Faroe at ~£641.7mn. Despite open hostilities to the initial offer, Faroe’s board has now accepted the increased Offer and recommends shareholders tender. 
• DNO now owns or has 76.49% acceptances so can now make preparations to move to delist Faroe. If total acceptances exceed 90% of the voting rights, DNO will exercise its rights to compulsorily acquire the remaining Faroe shares not tendered, also at GBP 1.60/share.

(link to my insight: DNO/Faroe – And That’s A Wrap)  

Toshiba Corp (6502 JP) (Mkt Cap: $17.8bn; Liquidity: $122mn)

The company bought back 16% of volume in the month (in December), and 15% of rolling 4-week ADV if only the first 20 days were days on which the company bought – which based on execution prices seems likely.

• Travis expects a similar rate to continue and expects the lower trading volumes seen in December to continue. The period of excitement is over until Toshiba gives people a reason to get excited.
• Travis is not particularly bullish Q3 results or Q4 forecasts for the company and the stock has rebounded perhaps more than the market has off lows. With Apple Inc (AAPL US) guiding suppliers to lower iPhone production yet again, TMC could run into a soft spot.

(link to Travis’ insight: Toshiba Buyback: Proceeding Apace, But That’s Slow)  

BGF Co Ltd (027410 KS) / Bgf Retail (282330 KS)

I calculate a discount to NAV of 55% against a one-year average of 32%, which appears excessive for a simple single stock Holdco structure. Both Sanghyun Park and Douglas Kim have discussed this aberration in their insights (Korean Stubs Spotlight: A Pair Trade Between BGF Co. & BGF Retail & BGF Holdo Trade: Status Update & Recommended Action).

• The key stub assets include South Springs, one of the largest golf resorts in Korea, and brand royalty, each accounting for around 7-8% of NAV. The remaining, immaterial ops include an ad agency, an “Amazon Fresh”-like fresh food delivery start-up, management consulting, dividends, and rent. 
• This looks like a decent stub-setup, with a likelihood of the discount narrowing from here – typically, the Korean Holdcos trade within a 20-40% discount band – rather than clearing 60%. And there is no tender offer overhang in 2019. But apart from the optics, there are no obvious catalysts at the stub level for the nine-month discount-widening trend to reverse.

(link to my insight: StubWorld: Time For A BGF Setup? An Unlikely Boost for Kingboard)  

Kingboard Chemical (148 HK) / Kingboard Laminates Holdings (1888 HK)

Kingboard, which hasn’t been in the news since it sold its 9.6% stake in Cathay Pacific Airways (293 HK) to Qatar Airways back in November 2017, is coming up “expensive” on my monitor, after KBC’s mid-week price outperformance over KBL. 

• The new news this week is that KBC announced it is acquiring a handful of floors of the Overseas Trust Bank Building here in Hong Kong.  Pricing looks okay with reference to property sold nearby, but probably towards the high-end for mid-floor office space in Wan Chai.
• This is a connected transaction as the seller of the properties is Hallgain Investments – a vehicle largely owned by senior management of KBC – which owns 39.02% of KBC. The net rental on the properties is $1.35mn or a yield of 0.15%, which hardly augurs a case to go long the stub.

(link to my insight: StubWorld: Time For A BGF Setup? An Unlikely Boost for Kingboard)  

Briefly …

• In his insight Hankook Tire Worldwide Stub Reverse Trade: Massive Price Divergence Is Created Today, Sanghyun discussed this (mainly) single stock Holdco structure. Using Sanghyun’s numbers, I back out a discount to NAV of 37% vs. a one-year average of 38.5%.  The parent is very illiquid – less than US$1mn/day – while Hankook Tire (161390 KS) trades ~US$9mn.
• Hansae Yes24 Holdings Co, Ltd. (016450 KS) is another small-cap (& illiquid, ~US$0.5mn/day) Holdco, discussed in Sanghyun’s insight Hansae Yes24 Holdings Stub Trade: Macy’s Lowered Guidance Will Revert Back 5Y High Holdco Discount. Using his numbers, I get a 48% discount to NAV, right at its widest inside a year, and compares to a 12-month average of 43%.

I compiled a summary of the 93 M&A transactions, with a collective deal size of ~US$215bn, published on Smartkarma in 2018, and analysed which sectors attracted the most interest: (Mostly Asia) M&A in 2018: What Was Hot, And What Was Not

Swire Pacific Ltd Cl A (19 HK) / Swire Pacific Ltd-Cl B (87 HK)

The premium for Swire’s As over the Bs – [19 HK/(5* 87 HK)] – continues to increase and is now at its highest since October 2003.

• I tackled this share class last August (Swire’s Interims and Bifurcating Dual Class) when the premium was 18%.  Since September 2015, the two classes of shares can be unified leaving John Swire & Sons with 55% of the equity (& 63.7% of the vote). The pushback then, and now, is why bother? And the HKEx giving permission to Xiaomi Corp (1810 HK) to list with dual-class shares lessens the chance of such a unification.
• Logically though, this premium should narrow (eventually one would expect) and investors are betting on this. The $ value traded for the Bs on Wednesday was the highest since mid-December 2017, and the third highest $ value traded in 21 years. And volume for the Bs has been increasing recently, having doubled in size in the past year compared to the 5-year average. 
• As an aside, Swire’s discount to NAV (adjusting for the privatisation of HAECO) is trading at it narrowest inside a year:

• Advanced Semiconductor Mfg Corp Ltd. (3355 HK)‘s merger by absorption has been approved by shareholders.

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.   

• Source: HKEx

In this briefing:

1. StubWorld: CK Infra/Power Assets, Amorepacific, JCNC
2. Early Investors Say “Xiaomi The Money” Post LockUp Expiry
3. Capitaland (CAPL SP): Transformational Acquisition at a Premium
4. Navitas (NVT AU): A Bid Priced to Go with a Reasonable Chance of a Competing Bid
5. Korea Single-Sub Holdco Daily Alert: Halla Is Ripe for Trade At -1.6σ, Amore Reduced to +0.8σ

1. StubWorld: CK Infra/Power Assets, Amorepacific, JCNC

This week in StubWorld …

• What’s up with Ck Infrastructure Holdings (1038 HK) reducing its stake in Power Assets Holdings (6 HK)?
• Trading around its lowest implied stub inside the past five years, improving sentiment toward cosmetic stocks should support an Amorepacific Group (002790 KS) setup.

Preceding my comments on CKI/PAH, Amorepacific and JCNC are the weekly setup/unwind tables for Asia-Pacific Holdcos.

These relationships trade with a minimum liquidity threshold of US$1mn on a 90-day moving average, and a % market capitalisation threshold – the $ value of the holding/opco held, over the parent’s market capitalisation, expressed as a % – of at least 20%.

2. Early Investors Say “Xiaomi The Money” Post LockUp Expiry

Xiaomi Corp (1810 HK) is likely to break HK$10 this morning again after a placement equal to about 1% of shares outstanding was proposed to buyers last night at a sharp discount to the close. This insight attempts to nail down the shape and size of the ongoing overhang.

After the HK Stock Exchange announced in late April 2018 that it would permit companies with Weighted Voting Rights (WVRs) to list on the HKEx, after sticking to the one-share one-vote principle for years (losing the Alibaba Group Holding (BABA US) listing to NASDAQ in the process), Xiaomi Corp (1810 HK) quickly raised its hand with the prospect of a US$10bn IPO and a US$100bn market cap – heady numbers even for a fast-growing company. This was quickly followed by the launch of the China Depositary Receipt program which saw a quick establishment and even quicker acceptance of a Xiaomi application, potentially setting up a situation where demand was pulled from HK to China. 

Then investors got cold feet, and what was a $100bn valuation dropped to $90bn then $70bn.  The CSRC also pushed back on the possible CDR issuance to such an extent that Xiaomi withdrew its application, and then pricing delivered a valuation of approximately US$50bn at a sharply reduced IPO price of HK$17/share. 

Day1 saw a 6% fall on the open and the shares closed down 1%. After the Day 1 close, fast-track inclusion into the Hang Seng indices was a pleasant and somewhat unexpected surprise for IPO buyers and responded by rising almost 12% on Day 2 on sharply higher volume. MSCI did not follow suit (it had not been expected) but several days later on inclusion day, the stock was 25% higher than the IPO price. 10 days later the over-allotment option had been fully-exercised.

Xiaomi last year grew its ecosystem and its hardware base, but saw lower market share in China (13%) than in 2017 (14%) according to several sources, including Counterpoint Research quoted in the media. The company, which has targeted 50% of revenue from overseas is now just shy of that mark at 44% after ramping up sales in India, Europe, and MENA. 

Global weakness in handsets on mobile tech led by Apple did not spare Xiaomi, but MOST notable was the sharp drop in the share price in December from HK$14.30-50 area to just below HK$13 at year end. The first day of the new year saw the shares fall 5.5%, and the next day the price fell another 3.6%. The shares fell a little more in the next few days but somewhat stabilised until the morning of the 8th. 

Then the volume picked up. The lockup had expired.  

In five days, the shares have traded 880mm shares, and that is before a large placement proposed after the close on 15th January. 

“Xiaomi The Money” was the title of David Blennerhassett‘s initial pre-IPO insight ( Xiaomi The Money!), followed when details came out by Xiaomi the Ecosystem!

3. Capitaland (CAPL SP): Transformational Acquisition at a Premium

Capitaland Ltd (CAPL SP), a Singaporean real-estate group, has entered into a sale and purchase agreement to buy Ascendas-Singbridge (ASB) from its controlling shareholder, Temasek. The proposed acquisition values ASB at an enterprise value of S$10.9 billion and equity value of S$6.0 billion. Capitaland will fund the acquisition through 50% cash and 50% in shares.

4. Navitas (NVT AU): A Bid Priced to Go with a Reasonable Chance of a Competing Bid

Navitas Ltd (NVT AU), an Australian-listed education company, is subject to a revised bid. On 15 January 2019, the BGH Consortium bid against itself by offering a revised proposal of A$5.825 cash per share, 6% higher than its previous rejected offer.

5. Korea Single-Sub Holdco Daily Alert: Halla Is Ripe for Trade At -1.6σ, Amore Reduced to +0.8σ

• Halla has the widest gap now on a 20D MA. It is at -159% of σ. It was down 130pp yesterday alone. It is currently close to yearly mean. Poongsan is also below -1 σ, down 80pp yesterday. BGF and Nexen are above +1 σ.
• Amore quickly reduced the gap yesterday. It is at 78% of σ, down 150pp. Amore Holdco stayed relatively strong yesterday. Holdco is at 78% of σ. But I wouldn’t expect a further decline. Price ratio is still close to yearly low. Holdco discount can be misleading as its two unlisted holdings are severely undervalued.
• I’d trade Halla with a very short-term horizon for quick mean reversion. I wouldn’t look at long-term horizon on Halla. Single sub dependency is relatively low. Price ratio is a little above yearly mean. 46% holdco discount doesn’t seem to be particularly cheap either.
• BGF, I’d continue to hold onto my long position on Holdco. I explained it in the previous BGF insight. Nexen and Poongsan, I’d wait for a bit wider divergence.