In today’s briefing:
- T&D Holdings (8795) – A Really Good Look (Divs Up, Big Buyback, Good Historical Stats)
- Skyworth Group (751 HK)’s Latest Partial Buyback. Thoughts On Proration
- KCC Corp: Considering on Issuing an Overseas EB for Its 10% Stake in Samsung C&T
- Dada Nexus (DADA US): JD.com’s Binding Offer a Done Deal
- Complete Breakdown of the HLB Merger Swap Details
- AVJennings (AVJ AU): AVID’s Firm Offer As Ho Bee Walks
- Event-Driven Investment Opportunities: NIOX Merger, NZME SOTP, SAGA Privatization and More
- Jinke Smart (9666 HK): Boyu Returns To The Well?
- AVJennings (AVJ AU): AVID’s Binding Proposal at A$0.655
- Hindware Home Innovation Ltd: Will Restructuring Change the Company’s Fortunes?
T&D Holdings (8795) – A Really Good Look (Divs Up, Big Buyback, Good Historical Stats)
- Yesterday, post-close, T&D Holdings (8795 JP) announced ¥40 for 31-Mar-25 FY-end dividend (¥80/yr) and ¥120/share/year in the year to March 2026 on a higher planned payout ratio.
- The company also announced guidance for Adjusted Profit for 2025 at ¥130bn (up), and guidance for March 2026 at ¥140bn (lower growth than this past year).
- They announced the current ¥50bn buyback was 87.5% complete (they have until 13 May to complete) and a new buyback starting 19 May to spend up to ¥100bn over 10.5mos.
Skyworth Group (751 HK)’s Latest Partial Buyback. Thoughts On Proration
- Back on the 23 December 2022, Skyworth Group (751 HK) announced (another) partial buyback, at HK$3.80/share, a 20.25% premium to undisturbed. On the 28 March, terms were bumped to $5.00/share.
- At the close of the Offer, the Wong Concert Group held 50.35%, and were no longer subject to the creeper rule. The Group now holds 56.04%
- Yet another Partial Offer has been announced (HK$3.11/share, a 15.19% premium)), which will lift the Group’s stake to 66.45%. Minimum pro-ration is 37.84%. It is likely to go higher.
KCC Corp: Considering on Issuing an Overseas EB for Its 10% Stake in Samsung C&T
- Kcc Corp (002380 KS) is considering on issuing an overseas exchangeable bond (EB) for its 10% stake in Samsung C&T (028260 KS).
- KCC is the second largest shareholder of Samsung C&T with a 10% stake in the company which is worth 2 trillion won (US$1.4 billion).
- Our NAV valuation of KCC Corp suggests NAV per share of 332,947 won, which is 27% higher than current price.
Dada Nexus (DADA US): JD.com’s Binding Offer a Done Deal
- Dada Nexus (DADA US) disclosed a binding proposal from JD.com Inc (ADR) (JD US) at US$2.00 per ADS, a 41.8% premium to the undisturbed price of US$1.41 (24 January).
- The shareholder vote is low-risk (two-thirds voting threshold), as JD.com represents 63.2% of voting power. The dissenting condition (less than 12% of outstanding shares) is waivable.
- Although the offer is unattractive, this is a done deal. The transaction is expected to close within the third quarter of 2025.
Complete Breakdown of the HLB Merger Swap Details
- Appraisal rights are for HLB Life Science holders only. Record date: April 16. Objection: May 28–June 11. Exercise: June 12–July 2. Spread’s fat—over 11% today.
- Swap spread closed at 2.3%. With short selling back, execution looks clean. Classic arb: short HLB Inc, long HLB Life Science, cover with new HLB Inc shares post-merger.
- HLB has a cult-like retail base that follows management blindly. Despite headline cancellation risk, real odds may be lower, meaning the swap spread could be seriously mispriced—prime arb setup.
AVJennings (AVJ AU): AVID’s Firm Offer As Ho Bee Walks
- The AVID consortium’s late-November A$0.67/share NBIO appeared a lock; until Ho Bee Land Ltd (HOBEE SP) lobbed a A$0.70/share NBIO in January. Ho Bee also acquired a 5.39% stake.
- AVJennings (AVJ AU) granted both suitors exclusive due diligence, the terms of which expired in February. AVJ said at the time it remained in “active discussions” with both.
- AVJ and AVID have now entered into a Scheme Implementation Deed at A$0.655/share. A special dividend – included in the Scheme consideration – could add A$0.072/share in franking credits.
Event-Driven Investment Opportunities: NIOX Merger, NZME SOTP, SAGA Privatization and More
- NIOX Group received a non-binding takeover proposal from Keensight Capital at 81p/share, with a 9% spread.
- Øystein Spetalen surpassed 50% ownership in SAGA Pure, triggering a mandatory bid under Norwegian securities law.
- Pacific Current Group’s tender was undersubscribed; River Capital increased its stake to 40.48%, while Regal Funds exited.
Jinke Smart (9666 HK): Boyu Returns To The Well?
- Back on the 27th September 2022, Boyu Group launched a HK$12/share VGO for PRC-incorporated property management play Jinke Smart Services (9666 HK), a 33.04% premium to last close.
- Boyu and concert parties held 53.05%, and the Offer was contingent on regulatory approvals and 7.71% of shares out tendering. 4.79% tendered. Boyu also acquired 7.15% in the market.
- Two days after announcing very ordinary FY24 results, Jinke shares were suspended pursuant to the Takeovers Code. Presumably Boyu is on the acquisition path again. Another VGO or a privatisation?
AVJennings (AVJ AU): AVID’s Binding Proposal at A$0.655
- Avjennings Ltd (AVJ AU) entered a scheme implementation deed with AVID at A$0.655, 2.2% below its previous A$0.67 offer and a 98.5% premium to the undisturbed price.
- The key conditions are shareholder and regulatory approvals (FIRB and OIO). The vote is low-risk as SC Global (54.02% of outstanding shares) will vote in favour.
- Despite the marginally lower price, the offer is attractive, as evidenced by the hefty takeover premium. This is a done deal, with the scheme meeting expected in mid-June.
Hindware Home Innovation Ltd: Will Restructuring Change the Company’s Fortunes?
- Hindware Home Innovation (HINDWARE IN) plans to demerge its consumer appliances division into a separate listed entity.
- Demerger removes loss-making drag, improving profitability and segment-specific valuation clarity.
- Unlocks hidden value; better execution with new CEO with clear growth trajectory may lead further value creation for shareholders.
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