In today’s briefing:
- Ruling Party Unveils Key Details of 3rd Commercial Act Amendment: Mandatory Treasury-Share Disposal
- Qube Holdings (QUB AU): Macquarie’s NBIO at A$5.20
- A Tender Offer of 10% Stake in Gabia by Align Partners Asset Management
- SNT Group – Formalizes a Hostile Takeover of SMEC
- Monash IVF (MVF AU) Rejects Soul Patts/Genesis’ Offer
- Neinor / Aedas Homes – Second OPA at €24 for Minorities Reshapes the Arb
Ruling Party Unveils Key Details of 3rd Commercial Act Amendment: Mandatory Treasury-Share Disposal
- The proposed bill fully closes the treasury-share loopholes, bans all exchangeable/pledge uses, blocks M&A allocations, and imposes strict cancellation deadlines—1 year for new buys, 6 months for existing.
- The amendment tightens disposal rules: no cancellation means pro-rata sales to existing shareholders only, shutting down selective deals and closing the wide-open disposal gap under current law.
- The proposal is far tougher than expected, likely to become the final version, and should drive a near-term mandatory-cancel narrative and notable price action in governance-sensitive holding-co names.
Qube Holdings (QUB AU): Macquarie’s NBIO at A$5.20
- Qube Holdings (QUB AU) has received a non-binding proposal from Macquarie Asset Management (MAM) at A$5.20 per share, a 27.8% premium to the undisturbed price.
- The Board has granted exclusive due diligence until 1 February 2026 (or 15 February under certain circumstances). A scheme offer would be conditional on FIRB and ACCC approval.
- While the offer represents an all-time high, the scarcity value of high-quality infrastructure assets could spur a competing bid from others, such as Brookfield, which holds pre-emptive rights at Patrick.
A Tender Offer of 10% Stake in Gabia by Align Partners Asset Management
- After the market close on 24 November, it was announced that Align Partners is conducting a partial tender offer of a 10% stake in Gabia Inc (079940 KS).
- Tender offer price is 33,000 won (20% higher than current price). Tender offer amount is 44.7 billion won.
- If Align Partners successfully completes this tender offer, its stake would rise to 19.03%. Plus, the combined stakes of Align Partners and Miri Capital would be 42.99%.
SNT Group – Formalizes a Hostile Takeover of SMEC
- On 24 November, the SNT Group formalized its hostile takeover of Smec. S&T Holdings disclosed that it acquired an additional 5.46% stake in SMEC, raising its stake to 13.65%.
- S&T Holdings and SNT Group Chairman Choi combined own a 20.2% stake in SMEC. In comparison, the SMEC CEO Choi Young-seop owns a 9.75% stake in SMEC.
- In our view, this is likely to lead to a potential fight for the control of SMEC’s management rights, pushing up the share price of SMEC even further.
Monash IVF (MVF AU) Rejects Soul Patts/Genesis’ Offer
- Monash IVF (MVF AU), a fertility provider, has announced, and summarily rejected, a A$0.80/share non-binding indicative Offer from Washington H. Soul Pattinson and Co. Ltd (SOL AU) & Genesis Capital.
- The indicative terms are a ~31% premium to last close. And ~7.7x FY25 EV/EBITDA. Chairman Richard Davis declared terms “opportunistic in timing and materially undervalues the company“.
- Genesis/Soul Patts collectively hold 19.6% in MVF. MVF’s share price has cratered this year after a woman was mistakenly implanted with the wrong embryo. The CEO subsequently stepped down.
Neinor / Aedas Homes – Second OPA at €24 for Minorities Reshapes the Arb
- Neinor will complete the voluntary OPA at €21.335 with Castlelake’s 79%, then launch a mandatory €24/share offer for minorities if acceptance falls below 50%, effectively setting a regulatory floor.
- Aedas shares jumped to €23.65 as the market prices a near-certain €24 exit. The resulting 1.5% spread offers a mid–single-digit annualized return, driven mainly by timeline rather than deal risk.
- Next steps include CNMV approval of the voluntary OPA, acceptance verification, and automatic escalation to the mandatory €24 offer. Execution risk remains minimal; timing drift is now the main variable.
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