Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Yichang HEC Changjiang Pharma / Event-Driven

YiChang HEC ChangJiang Pharmaceutical Co Ltd develops a variety of drugs.  The Company develops and sells drugs for anti-virus, metabolic diseases, cardiovascular, and more.

<ul>
<li>A "Privatisation via a Merger by Absorption" is nothing new in Hong Kong. But the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0510/2024051001146.pdf" target="_blank" rel="noopener">Offer consideration</a> for <a href="https://www.smartkarma.com/entities/yichang-hec-changjiang-pharmaceutical" target="_blank" data-smartkarma-citation="entities:21040:1" rel="noopener">Yichang HEC (1558 HK)</a>'s minorities is in unlisted scrip - that's new. </li>
<li>The Offeror holds 51.41% in Yichang HEC. Founder Guo Meilan and her son Zhang Yushuai control 62.12% of the Offeror. Yichang HEC shareholders are being offered 0.263614 "Offeror H shares".</li>
<li>These consideration shares are unlisted. An independent valuer backs out an implied scrip value of HK$18.12-HK$20.60/share. This is a super complicated, overwrought deal. With numerous unknowns. I'd vote this down. </li>
</ul>


A "Privatisation via a Merger by Absorption" is nothing new in Hong Kong. But the Offer consideration for Yichang HEC (1558 HK)'s minorities is in unlisted scrip - that's new. 
The Offeror holds 51.41% in Yichang HEC. Founder Guo Meilan and her son Zhang Yushuai control 62.12% of the Offeror. Yichang HEC shareholders are being offered 0.263614 "Offeror H shares".
These consideration shares are unlisted. An independent valuer backs out an implied scrip value of HK$18.12-HK$20.60/share. This is a super complicated, overwrought deal. With numerous unknowns. I'd vote this down. 


Yichang HEC (1558 HK): Absorption Via Speculative Scrip. Avoid

Japan Post Holdings Co. Ltd. operates post stations, banks, and insurance business. The Company offers letters and goods transportation services, stamp sales, deposits, loans, and insurance products.

<ul>
<li>There is <a href="https://www.smartkarma.com/entities/japan-post-bank-co-ltd" target="_blank" data-smartkarma-citation="entities:838:1" rel="noopener">Japan Post Bank (7182 JP)</a> buyback risk that might cause <a href="https://www.smartkarma.com/entities/japan-post-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:359:1" rel="noopener">Japan Post Holdings (6178 JP)</a>/JPB unwinds; though probably a H2 risk.</li>
<li>
<a href="https://www.smartkarma.com/entities/great-eastern-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13993:1" rel="noopener">Great Eastern Holdings (GE SP)</a> has consistently traded through <a href="https://www.smartkarma.com/entities/oversea-chinese-banking-corp" target="_blank" data-smartkarma-citation="entities:114:1" rel="noopener">OCBC (OCBC SP)</a>'s Offer terms. Someone appears to be accumulating a stake to block an Exit/Delisting Offer, and force a bump.</li>
<li>
<a href="https://www.smartkarma.com/entities/l-occitane-international-sa" target="_blank" data-smartkarma-citation="entities:6772:1" rel="noopener">L'Occitane (973 HK)</a>'s scrip pre-condition has been satisfied. But still the Offeror prevaricates. </li>
</ul>


There is Japan Post Bank (7182 JP) buyback risk that might cause Japan Post Holdings (6178 JP)/JPB unwinds; though probably a H2 risk.

Great Eastern Holdings (GE SP) has consistently traded through OCBC (OCBC SP)'s Offer terms. Someone appears to be accumulating a stake to block an Exit/Delisting Offer, and force a bump.

L'Occitane (973 HK)'s scrip pre-condition has been satisfied. But still the Offeror prevaricates. 


Last Week in Event SPACE: Japan Post, Great Eastern, Malaysia Airports, L'Occitane

ESR Group Limited operates as an integrated logistics real estate platform. The Company provides real estate private equity fund management, real estate investment trust, and other services. ESR Group conducts businesses in China, Japan, South Korea, Australia, Singapore, India, New Zealand, and other countries.

<ul>
<li>Tally 51 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>Three new deals was discussed on Smartkarma this week: <a href="https://www.smartkarma.com/entities/malaysia-airports-holdings-bhd" target="_blank" data-smartkarma-citation="entities:117:1" rel="noopener">Malaysia Airports (MAHB MK)</a>, <a href="https://www.smartkarma.com/entities/i-rom-group-co-ltd" target="_blank" data-smartkarma-citation="entities:2686:1" rel="noopener">I'Rom Group (2372 JP)</a> and <a href="https://www.smartkarma.com/entities/s-line-co-ltd" target="_blank" data-smartkarma-citation="entities:8076:1" rel="noopener">S Line (9078 JP)</a>. <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a> also in the crosshairs. </li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/huafa-property-services-group" target="_blank" data-smartkarma-citation="entities:5841:1" rel="noopener">Huafa Property Services Group (982 HK)</a>, <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super Market (9919 JP)</a> , <a href="https://www.smartkarma.com/entities/great-eastern-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13993:1" rel="noopener">Great Eastern Holdings (GE SP)</a> and <a href="https://www.smartkarma.com/entities/l-occitane-international-sa" target="_blank" data-smartkarma-citation="entities:6772:1" rel="noopener">L'Occitane (973 HK)</a>.</li>
</ul>


Tally 51 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Three new deals was discussed on Smartkarma this week: Malaysia Airports (MAHB MK), I'Rom Group (2372 JP) and S Line (9078 JP). ESR Group (1821 HK) also in the crosshairs. 
Key updates took place on: Huafa Property Services Group (982 HK), Kansai Super Market (9919 JP) , Great Eastern Holdings (GE SP) and L'Occitane (973 HK).


(Mostly) Asia-Pac M&A: ESR Group, I'Rom Group, S Line, Huafa Property Services, Kansai Super Market

L'Occitane International S.A. is a global, natural and organic ingredient based cosmetics and well-being products enterprise.  The Company designs, manufactures and markets a wide range of cosmetics and well-being products based on natural and organic ingredients sourced principally from or near Provence.

<ul>
<li>In the 29th April HK$34/share <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0429/2024042905713.pdf" target="_blank" rel="noopener">VGO announcement</a>, a share scrip alternative may be afforded if 10% of <a href="https://www.smartkarma.com/entities/l-occitane-international-sa" target="_blank" data-smartkarma-citation="entities:6772:1" rel="noopener">L'Occitane (973 HK)</a>'s disinterested shareholders expressed interest by the 15th May</li>
<li>That pre-condition has been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0516/2024051601273.pdf" target="_blank" rel="noopener">satisfied</a>. However, we are none the wiser whether you receive shares of the levered-up Bidco, at some undetermined scrip ratio; or keep shares of L’Occitane as-is.</li>
<li>Some shareholders, like Butler Hall, considered terms low-balled. They now have the option to rollover. But there are still other large activists on the register, whose intentions are not known. </li>
</ul>


In the 29th April HK$34/share VGO announcement, a share scrip alternative may be afforded if 10% of L'Occitane (973 HK)'s disinterested shareholders expressed interest by the 15th May
That pre-condition has been satisfied. However, we are none the wiser whether you receive shares of the levered-up Bidco, at some undetermined scrip ratio; or keep shares of L’Occitane as-is.
Some shareholders, like Butler Hall, considered terms low-balled. They now have the option to rollover. But there are still other large activists on the register, whose intentions are not known. 


L'Occitane (973 HK): On Activism And The Scrip Alternative

Huafa Property Services Group / Event-Driven

Huafa Property Services Group Company Limited operates as a property management company. The Company offers property and facility management, design and engineering consulting, brand introduction, hotel advisory, events, and exhibition services. Huafa Property Services Group serves clients in Hong Kong and China.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/huafa-property-services-group" target="_blank" data-smartkarma-citation="entities:5841:1" rel="noopener">Huafa Property Services Group (982 HK)</a> is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0516/2024051600163.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Takeovers Code. </li>
<li>This SOE-backed property management play recently announced its highest-ever earnings.</li>
<li>Shares have gained ~32% in the past fortnight, touching a three-year high. IF an Offer were to unfold, expect an Offer Price ~10% above the last close. </li>
</ul>



Huafa Property Services Group (982 HK) is currently suspended pursuant to the Takeovers Code. 
This SOE-backed property management play recently announced its highest-ever earnings.
Shares have gained ~32% in the past fortnight, touching a three-year high. IF an Offer were to unfold, expect an Offer Price ~10% above the last close. 


Huafa Property (982 HK)'s Potential Offer

HK Type 4 license through Ballingal Investment Advisors Ltd. 

I'm a highly experienced sell-side analyst with in excess of 22 years of covering Asia Pacific equities, the past 19 years immersed in event strategies encompassing M&A risk arbitrage, directional long/short, stub trades and restructuring.  

My background also includes accountancy (liquidation/bankruptcy/receivership) earlier in my career and as a chief financial officer of a global commodity company based in the US and Mexico.

David Blennerhassett
Pan-Asia Catalysts/Events
• Quiddity Advisors

Yichang HEC (1558 HK): Absorption Via Speculative Scrip. Avoid

Maybe this gets up. Maybe this is worth HK$19.30/share. Too many maybes. If in, I'd vote this transaction down. If not in, I'd be looking elsewhere.

David Blennerhassett

Last Week in Event SPACE: Japan Post, Great Eastern, Malaysia Airports, L'Occitane

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

(Mostly) Asia-Pac M&A: ESR Group, I'Rom Group, S Line, Huafa Property Services, Kansai Super Market

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

L'Occitane (973 HK): On Activism And The Scrip Alternative

The Offeror prevaricating over the scrip alternative, despite sizeable interest; plus an activist potentially able to blockthe deal; expect shares...

David Blennerhassett

Huafa Property (982 HK)'s Potential Offer

Shares have gained ~32% since the 29th April, on decent volume. IF Huafa's largest shareholder wants to take the company private, an Offer Price of...

David Blennerhassett