bullish

Last Week in Event SPACE: Matheson, Naspers/Prosus, China Conch, Vedanta, Aussie Pharma, Toshiba

391 Views03 Oct 2021 07:14
SUMMARY

Last Week in Event SPACE ...

  • Plus, other events, CCASS movements (flagging possible Offers and IPO lock-ups), and Mood Spins.

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

STUBS

Naspers (NPN SJ) / Prosus (PRX NA) / Tencent Holdings (700 HK)

This summer saw the Prosus Offer for Nasopers complete in early August, with Prosus now owning just under 50% of Naspers and Naspers owning ~38% of Prosus in what I called the new South African "Keswicks" (a reference to the recently unwound circular relationship of the Jardines complex. Pre-Offer results, Travis Lundy reco'd going long the Naspers-Prosus spread where it was trading ex-Offer at 670bp or so in Naspers Deal Done - Flex Participation and Pro-Ration, Misunderstandings, and INDEX CHANGES GALORE! Just after the offer results were out and the initial index changes were made, the spread between Naspers and Prosus widened significantly to near (and briefly above) 20% against Offer Terms. He recommended unwinding the spread-widening trade and putting on a spread-narrowing trade in Naspers/Prosus Initial Index Changes Done, Now To Reverse the Trade.

  • Between now and December, Prosus is likely to continue buying back its own shares in the Amsterdam market. If anything, this would lead to dip-buying and bid-buying of South African Prosus, as arbs short to the buyback and cover intra-day when the spread is wide enough. Conversion to Amsterdam Prosus to cover the borrow, then rinse and repeat, will lead to lower Prosus holdings in South Africa/Strate. That will lead to lower FTSE/JSE float weightings in December and beyond.
  • Lower local index weight in September vs August will trigger lower ACTUAL domestic float owned therefore that will likely trigger a lower index weight in the December rebalance. This will only be exacerbated by the first point.
  • Once this $5bn buyback is done, it is not clear there is another buyback coming on Prosus, but we know there is unlikely to be a buy back at the Naspers level because doing so would create a significant taxable event to Naspers holders. Naspers holders got to sell shares to Prosus, earn the uplift, AND earn the circular uplift. That appears to be all they will get for a few years. Travis sees no more catalysts on Naspers in the near-term. The Trade? Unwind long Naspers short Prosus.

(link to Travis' insight: Naspers/Prosus Spread - What Next?)


China Conch Venture Holdings (586 HK) / Anhui Conch Cement (600585 CH)

CCV has proposed spinning-off and separately listing the shares of Conch Environment Protection (CEEP), a company principally engaged in providing industrial solid and hazardous waste treatment in the PRC. Here is the listing application form (Form A1). CEEP comprised ~17% of the unlisted revenue of CCV in FY20 and ~35% of the profit. The spin-off will be implemented by way of distribution in-specie - CCV will not retain any interest in CEEP. This is a listing by introduction - no IPO proceeds are involved. Assuming CEEP's listing goes ahead (no shareholder approval is required), the remaining unlisted ops comprise waste incineration projects, energy-saving equipment, and port logistics.

  • CCV's recent price action would suggest some news leakage ahead of CEEP's spin-off, with shares gaining 14% compared to 5% for Anhui since the beginning of this month (at the time of the insight). I estimate CEEP is worth around 15% of CCV's NAV.

  • If you hold CCV at the entitlement date, you will hold shares in both CCV and CEEP. One rule of thumb is the sum of the parts is worth more than the whole. Because CEEP has exhibited the strongest growth profile recently for the stub ops, and superior margins, once the distribution is made, the NAV discount for CCV may trade wider than it has historically. '
  • I'd be inclined to set up a short CCV, long Anhui (the Hs, as they trade within 1% of the As) here. I think much of the potential value for CEEP is already reflected here.

(link to my insight: China Conch Venture (586 HK): Waste Treatment Spin-Off)

M&A - ASIA

Shinsei Bank (8303 JP) (Mkt Cap: $3.5bn; Liquidity: $20mn)

Since SBI Holdings (8473 JP) launched a Tender Offer to buy 27+% of Shinsei to take it to a 48% stake nearly three weeks ago, there has been considerable back and forth between the two parties - both directly in press releases and Opinion Statements - and through the press and speculation/opinion/commentary by disinterested third parties. Most of the interaction so far has been utterly pointless. The only really interesting part of the entire charade has been the "clarification" that in the original 2019 proposal, SBI had proposed buying a large stake, having Shinsei then raise BVPS and EPS by buying shares in the market, then squeezing out minorities, then agreeing to buy back the government's stake at a much higher price.

  • So where we stand now is that Shinsei has launched the Poison Pill, both sides have established that they are talking past each other, and it will become a war of public relations with Shinsei trying to convince various parties who fundamentally don't want to approve a poison pill that this time it would be OK to do so.
  • Will Shinsei Find a White Knight? Doubtful. Shinsei at half of book might be attractive, but Shinsei at half book with a 20% govt stake and an obligation to buy that stake back at nearly twice book is much less attractive. SONY and 7&i have been regarded as possible white knights, but both already have banking licenses so they would really be looking at situations where they would be passive investors.
  • Travis thinks there is a possibility SBI has to up the price to encourage investors to act in their own interest. He thinks there is a possibility that investors may make more noise than they have so far. Time is on investors' side - not SBI's - for the moment, but at a certain point, that will shift as the "time decay" of the option means the option of a better outcome starts losing value. If investors were long this spring at ¥1600-1800/share and stayed long because they thought the long-term future was still reasonably bright, with steeper interest rate curve, capital rotation at Shinsei, buybacks to come, etc, they were not aiming to get out at ¥2,000/share.

(link to Travis' insight: SBI & Shinsei Talking Past Each Other)


Australian Pharmaceutical Industries (API AU) (Mkt Cap: $0.5bn; Liquidity: $2mn)

Wesfarmers Ltd (WES AU) and API subsequently entered into a process deed on the 16 September after Wesfarmers bumped its initial Offer by 12.3% to A$1.55/share. A fully franked dividend of A$0.05/share is permitted, which will reduce the cash consideration if paid. WHSP remains supportive. API granted Wesfarmers exclusive due diligence until the 16 October. The proposal is also subject to ACCC clearance. API has now announced it has received a non-binding proposal from Sigma Healthcare (SIG AU). API shareholders would receive an implied A$1.57/share under Sigma’s cash-and-stock proposal. A similar franked dividend, to the one in the Wesfermers' proposal, is also permitted. DD afforded also - immediately and concurrent with Wesfarmers.

  • This is the third attempt by Australia's two largest pharmaceutical distributors to merge: the first was shot down by the ACCC in 2002, and the second was rejected by Sigma (when API was the acquiror) in 2019.
  • Wesfarmers proposal is cleaner as an all-cash proposal - and WHSP is a willing seller, but with cash and scrip? Wesfarmers owns Bunnings, Kmart, Target, and Officeworks, and has the firepower (after selling its stake in Coles Group Ltd (COL AU) in 2018) to now expand into healthcare. It can easily trump any tilt from Sigma.
  • An API/Sigma tie-in would amalgamate key pharmacy brands (Amcal, Guardian, and Priceline) into one entity. It remains to be seen whether the ACCC's stance has changed from 19 years ago.
LINE Digital Frontier has announced a Tender Offer to take out "minorities" in Ebook Initiative Japan at ¥4750/share. That takeout price is a lifetime high, a 4-bagger since covid-crash lows, 10x book, 550+x EBITDA and one could add more comments that suggest it is a superlative exit for investors. This is a deal where Z Holdings - effectively co-controlled by Softbank Corp and Naver Corp and consolidated by Softbank Corp - is selling its stake and control/consolidation in Ebook to its partner Naver, in which it co-invests. This is a related party transaction. There is no shareholder approval, no majority of minority, no fairness opinion, and the premium being paid to take out erstwhile "minorities" is the lowest premium for a Tender Offer which should be competitive that I have seen in a very long time at +4.6%.
  • This is something of a procedural disaster. There is strikingly little adherence to the METI Fair M&A Guidelines even though this ticks all the boxes. The "valuation" opinion is inadequate and non-transparent. There is basically no recourse to management once the Opinion Statement is out. There is no fairness opinion, no market check, no majority of minority. And it is probably the wrong price by a large margin.
  • The Trade? Get long at the Tender Offer Price. Travis would be surprised if this Tender Offer Price did not elicit some upset, and it is not that difficult to block. He would not be surprised at all to see this get bumped. A 10% stake in this company is $22mm. And it is fast-growing.
  • This situation begs for some cowbell (and, obviously, Japan Needs More Cowbell)


Now it's Jardine Matheson Holdings (JM SP)'s turn to buy back its own shares. On Thursday it announced a US$250mn buyback which will run through to 30 June next year - roughly 10% of daily volume. As with HKL, the holding of treasury shares is not permitted in JMH's constitution, therefore any shares repurchased will be cancelled. I see JMH's discount to NAV at ~30%, around its lowest level since taking Jardine Strategic Holdings (JS SP) private. This is JMH's first buyback since 8 February this year, and the first since collapsing the circularity. It's not a massive buyback. But taken together with Hongkong Land (HKL SP)'s buyback, the Keswick's believe at current levels, there is better value to be had buying its own shares rather than investing elsewhere. Link to my insight: Jardine Matheson's (JM SP) Turn To Buy Back Shares.


Gree Inc (3632 JP) is buying up to 35mm shares (16.8% of voting rights) for up to JPY 35bn - this is big. This buyback is for 65.5% of Real World Float unless the insiders want to sell. Travis would buy the pop. Perhaps aggressively. Some weak hands will sell the pop. If strong hands do not, then the weak hands shares will sell to those who intend to ride the stock higher, so a post-pop dip should be good to buy more. Link to Travis' insight: Greeeee... Wheeeee.....!.


Smartgroup Corp (SIQ AU), a provider of employee management services, has announced an Indicative Offer by way of a Scheme from TPG Global and Australia-based Potential Capital, with superannuation fund Aware Super joining as a co-investor. The consortium is Offering A$10.35/share, a 31.7% premium to the undisturbed price. SIQ's board has backed the proposal and granted the consortium four weeks of exclusive due diligence. This appears a full Offer - 13.2x and 22.7x, forward EV/EBITDA & PER. The average forward EV/EBITDA and PER for SIQ's two closest peers - Mcmillan Shakespeare (MMS AU) and Sg Fleet (SGF AU) - are 8.6x & 13.7x. But as it remains non-binding, expect shares to trade wide to terms in the absence of a competing proposal. Link to my insight: Smartgroup (SIQ AU): Indicative Offer From TPG/Potential Capital/Aware Super.


After the Tender Offer ended unsuccessfully, Upsilon Investment Partnership received Prior Approval from the Mongolian Central Bank to purchase a significant stake in Sawada Holdings (8699 JP). Sawada has now announced this. Upsilon entered into agreements to purchase shares in Sawada Holdings from Sawada Hideo and Hide Inter, the company which owned a small portion of Hideo Sawada's interests in the company, and from World Capital, which was owned by a long-time investing associated of Mr Sawada's. As a result, Hideo Sawada has dropped from #1 to #3 shareholder, from 26.81% to 12.58%, and World Capital has ceased to hold shares. That gets Upsilon 12,686,829 shares or 32.01% of shares out or just under 33% of voting rights. Travis still think the situation is fluid, and he think that there is considerable risk of the Khan Bank stake being sold at the wrong price. Link to Travis' insight: Sawada - Upsilon Gets Its Stake And Still We Wait.


Chinese Estates Holdings (127 HK), a leading property developer in Hong Kong - and avid securities investor - is currently suspended pursuant to the Hong Kong Code on Takeovers and Mergers. There are, as yet, no further details, although shares did gain 33% before being halted. Joseph Lau and his wife Chan Hoi Wan control 74.99% of the company. To get this Offer the line, given how beaten up the stock is, I reckon Lau would have to pay a significant premium to the undisturbed price. Potentially upwards of up 75%, or $3.82/share, which is still only 0.4x (adjusted for the realised/unrealised losses on its holding in Evergrande Real Estate Group (3333 HK)) P/B. The average discount to NAVs for recent property play privatisations is 24%, with an average premium to last close was 46.9%. Link to my insight: Chinese Estates (127 HK): Potential Privatisation?.


The Scheme Document for Nature Home Holding Company (2083 HK) was despatched on the 14 September with the Court Meeting scheduled for the 6 October. The Offer looked done and the gross/annualised spread tightened into 2%/26.5% on the 19 September. Then the wheels fell off, with the gross spread widening out to 38% on the 28 Sept, well below the undisturbed price. Nature Homes had previously flagged concerns with outstanding trade receivables with Evergrande Real Estate Group (3333 HK), and potentially the ubiquitous negative news surrounding China's second-largest developer is having a knock-on-affect. Plus there are a number of other factors at work that could be bucketed under buyer's remorse. But the Offeror & concert parties cannot simply walk away from this deal. Not without breaching the Takeover's Code. If you had the risk appetite, it was the right trade to get involved. Link to my insight: Nature Home (2083 HK): Risk Aversity Sees Spread Blow Out.


Cp Pokphand (43 HK) ("CPP") a leading agri-food conglomerate in China and Vietnam, is currently suspended pursuant to the Hong Kong Code on Takeovers and Mergers. There is, as yet, no further details forthcoming. CP FOODS (CPF TB) (54%) and Itochu Corp (8001 JP) (25%) collectively control 79% of CPP. Link to my insight: C.P. Pokphand (43 HK): Suspended Pursuant To Takeovers Code.

EVENTS

Toshiba Corp (6502 JP) (Mkt Cap: $18.9bn; Liquidity: $88mn)
The FT posted an article on the 30 September, saying that famed US-based activist firm Elliott Management Corp had bought a significant stake in Toshiba and held talks with management and the Board and advisers. "people close to Toshiba said that Elliott's stake did not exceed 5 per cent." Bloomberg touched base with Elliott who said that Elliott confirmed they were a "large shareholder." Generally, in Japan, that means a 5% stake, but we will see. If they are not over 5% in a Large Shareholder Report by next Thursday, then they aren't a 5% stakeholder.
  • Travis is firmly in the camp that a PE takeout is doable, and easily envisage-able at ¥7,000/share+. He also is firmly in the camp that the stock does not have the same downside near-term to sector weakness or market weakness. For that, downside is a time to buy. He is also of the opinion that as long as the activists are strong and noisy and Toshiba management is on its back foot with regard to action and good governance, the stock has non-correlated alpha attached to it. And when the options start disappearing, one has to look at flow. That flow has odd parts to it.
  • When Elliott leaked that they were long Softbank. It was some kind of market code for "now the thing is allowed to go higher as loose change in the sofa cushions found its way to Toshiba speculation. Travis expects that may happen again. He doubts activists who were sitting on the fence about whether they should continue or not would look at this new Elliott news and say that it is time to bail.
  • Mio Kato reckons Toshiba Tec (6588 JP) is a good alternative here, both look pretty good here.

A large portion of Japan's market trades ex-dividend for mid-term dividends on the 29th of September at the open. That means across the market there is about $55-58bn of dividends to be paid out by companies into shareholder accounts. Historically, there is excess value-traded in the days up to the Sep mid-term ex-date, but excess volume drops off after the end of the month (there is traditionally month-end and quarter-end rebalancing and a Nikkei 225 reshuffle at end-Sep to keep volumes high). That excess vs recent history is smaller than one might expect, indicating some of the buying may be done multiple days ahead. This dividend is a minor effect, now somewhat well-known, but it is worthwhile understanding.

  • The GPIF is also up 7% this quarter on their equity portfolio and their domestic equity portfolio is probably about 25.5-25.7% of their overall portfolio, which is a trifle higher than they have recently kept it. They can effectively lower their allocation by not reinvesting their dividends at all. If they do it, the effect into the last hour of trading on 28 September could be well smaller than people expect.
  • If you have small caps to sell on a relative basis, sell into the last day (28 Sep) or the next couple of days after the dividend has gone ex- should be a good time to lighten up. If you have very large caps to sell on a relative basis, buy the relative underperformance through the ex-date. Tuesday or Wednesday should work. Outperformance of large caps usually starts early in the new quarter.
  • Separately ... because there is a large sell of Nikkei 225 names at the close on Thursday for the annual rebalance, that could be an extra day of buying opportunity.

(link to Travis' insight: The Not So Rare Bird - The (Still Large) Lesser Dividend Trade)


On 26 September 2021, China's major oil & gas exploration and production SOE CNOOC Ltd (883 HK), announced that its Board of Directors had approved a proposed RMB Share Issue to issue up to 2,600,000,000 RMB Shares, representing approximately 5.50% of shares on a post-dilution basis. The strong market is not terribly surprising. The A-share listing is not terribly surprising either though. It is part and parcel of what appears to be a plan to get more representation of offshore-listed SOEs also listed in the mainland. If CNOOC raises its dividend payout ratio to 50%, that would mean a dividend yield of almost 10%. That seems a bit high, and a level which would invite further southbound investment. And showing up Americans who were forced to sell low may be on the agenda. Travis still thinks the trade is to be long. He would think outright long or long vs Peers is OK. Outright might be better bang for buck. Link to Travis' insight: CNOOC (883 HK) To List A-Shares in Shanghai.


On the 25 September, Vedanta Ltd (VEDL IN) made an announcement of Intention to delist American Depositary Shares from the New York Stock Exchange and terminate its American Depositary Share Program. Travis' first thought: they will have another go at a Delisting Offer when this is done. Vedanta is expensive to peers on a price movement basis and on a forward fundamental basis. The fundamental trade is to sell/short VEDL shares/futures here vs Commodity Peers and on an outright basis. The supply-driven trade is also to sell/short VEDL shares/ADS/futures on overhang/supply concerns. The arbitrage-driven trade is to short the ADS and hope the ADS is not recalled. Be out or short now. Buy back lower. Don't be short VEDL risk if the ADS get well-digested. If you can short the ADS there is an arbitrage trade to replace the monies post-tax hit. The less obvious but as far as Travis can tell much better trade - is to get long OTM puts on the ADS and/or short in-the-money-calls. Link to Travis' insight: Vedanta To Eliminate Its ADRs - Creates VERY Interesting Possibilities & Vedanta's Plan to Eliminate ADRs - THE Trade.


A couple of weeks ago Allcargo Logistics (AGLL IN)'s delisting effort failed as shareholders rejected the proposal in a rare historical event. The rejection could also be perceived as a sign of shareholder confidence in the company's fundamentals. Now the company made a stock exchange announcement that they had "appointed Jefferies Financial as Investment Banker to evaluate fund raising opportunities for private equity and strategic investment in international supply chain business, which operates under the brand name 'ECU Worldwide'". In Allcargo (AGLL IN): ECUW Stake Sale at US$1bn Proposed Valuation, Janaghan Jeyakumar places a value of US$1bn for a ECUW stake sale.

M&A - US

iClick Interactive Asia Group (ICLK US) announced on the 24 September it had received an indicative proposal from PAG Pegasus Fund and Oasis Management to acquire all of its outstanding shares for US$6.75/ADS, in cash, a 19% premium to last close, yet 16% below its $8/share IPO price in December 2018. Should a firm Offer unfold, this long-form merger would require two-thirds majority approval from all shareholders. Sammy Hsieh, the chairman of the board of directors and co-founder, Jian Tang, iClick's CEO, and co-founder, collectively hold ~62% of the voting power. This proposal is a non-starter without the support of either Hsieh or Tang. Baozun (9991 HK) controls a further 10% of the voting power. Should all three side with the buyer consortium, this deal is done. A more likely scenario is the consortium's low-balled Offer is a means to triggering a response from a key player, such as Tencent (700 HK), to make a counteroffer. Link to my insight: IClick(ICLK US): PAG & Oasis Shake The Trees.

Bluebell Capital Partners (Bluebell) published an open letter to GlaxoSmithKline PLC (GSK US) last week (22nd September 2021). In it, Bluebell effectively echoed the stance taken by Elliott, with a stronger view towards Dame Emma Walmsley and her potential role as the New GSK CEO. Whilst David Lepper sees the merit in this, as discussed in GSK (GSK.L/​​​​GSK.N): Bluebell Capital Partners Aligns with Elliott, the overall situation is not as clear cut.

M&A - EUROPE

Vonovia now holds approximately 50.49% of the share capital and the voting rights of Deutsche Wohnen AG (DWNI GR). Link to Jesus Rodriguez Aguilar's insight: Vonovia Has Already 50.49% Of​Deutsche Wohnen.

zooplus AG (ZO1 GR) welcomed the €3.4 bn bid by EQT AB (EQT SS)that trumps an improved offer by Hellman & Friedman. Consideration is €470/share, in cash, an implied equity value of c. €3,360 mn (€3,600 mn as reported) and implied EV of €3,286.5 mn. The counteroffer represents 1.45x EV/Fwd Revenue, 39x EV/Fwd EBITDA and 116.3x Fwd P/E. It is a 69% premium to the unaffected share price as of 12 August, the day before H&F announced its voluntary public takeover offer. Link to Jesus' insight: EQT Bites H&F in War for Zooplus AG.


OPAL Spanish Holdings, owned by Otis Worldwide Corp (OTIS US), made on 23 September an opportunistic €7/share cash offer to acquire the remaining 49.9% of Zardoya Otis SA (ZOT SM) it does not own for c. €1.6 bn. Its stated intention is to delist Zardoya Otis. Link to Jesus' insight: Otis/Zardoya Otis: Lifting the Minorities.


On 28 September, Vista Equity Partners Management, LLC reached an agreement to acquire Blue Prism (PRSM LN)Group plc for £1.1 bn, to be effected by a scheme of arrangement. Consideration is 1,125p/share, in cash, cum dividend. For an implied equity value of £1,090 mn (£1,095 as reported), and an implied EV of c. £966.5 mn. It represents 5.2x EV/ Fwd Revenue, and 59% of the LTM high share price. Vista has received irrevocable undertakings and letters of intent in respect of 22,261,402 shares (23%). Link to Jesus' insight: Vista/Blue Prism Group: Agreed Lowball Offer.

M&A ROUND-UP IN SEPTEMBER

  • For the month of September, 9 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$14bn. The average premium for the new deals announced (or first discussed) in September was ~24%, with a year-to-date average of ~32% (121 deals & total deal size of US$249bn). This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively.

M&A RISK ARB WEEKLY ROUND-UP

  • This insight provides a quick summary of gross/annualised (where possible) spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks. I number 40, mostly firm, deals around the region.

INDEX REBALS

OTHER M&A & EVENT UPDATES

CCASS

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

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

Name

% chg

Into

Out of

CIMC Vehicle Group Co Ltd (1839 HK) 17.83%MSVarious
Colour Life Services (1778 HK) 52.44%TFIOutside CCASS
King Fook (280 HK) 17.67%HSBCOutside CCASS
Longhui (1007 HK)47.97%DLFutec
Cornerstone Financial Holdings Ltd. (8112 HK) 17.78%CornerstoneOutside CCASS
Source: HKEx
The following large movement(s) concern recently listed companies, and therefore are (likely) lock-up related.

Name

% chg

Into

Out of

Bairong (6608 HK) 12.99%CiticOutside CCASS
Dongguan Rural Commercial Bank (9889 HK) 18.29%ABCIOutside CCASS
Source: HKEx

I listen to a bunch of music when writing insights. Here are a handful of tunes, old & new, that piqued my interest during the week: Genesis Owusu's On the Move!, LCD Soundsystem's I Can Change, Patti LaBelle's Funky Music, Genesis Owusu's A Song About Fishing.

What are you listening to?

Enjoy your Sunday!


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