Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<a href="https://www.smartkarma.com/entities/2495" target="_blank" data-smartkarma-citation="entities:2495:1">Iph Ltd (IPH AU)</a> has gate crashed <a href="https://www.smartkarma.com/entities/24315" target="_blank" data-smartkarma-citation="entities:24315:1">Xenith Ip (XIP AU)</a>/<a href="https://www.smartkarma.com/entities/24317" target="_blank" data-smartkarma-citation="entities:24317:1">Qantm Intellectual Property (QIP AU)</a>'s marriage of equals, submitting a <a href="https://www.asx.com.au/asxpdf/20190312/pdf/443dg79r2bqhh5.pdf" target="_blank">proposal</a> (by way of a Scheme) for Xenith comprising cash (A$1.28) and IPH shares (0.1056 IPH shares) or A$1.97/share, 23.3% above the implied QANTM merger consideration.
Last November, Xenith and QANTM , both leading providers of IP origination services in Australia, <a href="https://www.asx.com.au/asxpdf/20181127/pdf/440nl2jsl0355v.pdf" target="_blank">announced</a> a merger via an all-scrip scheme of arrangement, whereby Xenith shareholders will receive 1.22 QANTM shares for every Xenith share, or an implied value of A$1.598/share. QANTM and Xenith shareholders would own 55% and 45% of the merged group with a then pro-forma capitalisation of A$285mn. Pre-cost synergies are estimated at A$7mn/annum at the end of  year three.
Xenith's board unanimously recommended the merger to its shareholders.
IPH did not blink and on the same day as the Xenith/QANTM announcement, <a href="https://www.asx.com.au/asxpdf/20181127/pdf/440npljmz4rtnt.pdf" target="_blank">lobbed</a> an unsolicited, indicative, preliminary, conditional and non-binding cash &amp; scrip proposal to acquire QANTM at $1.80/share (including a a A$0.05 dividend) by way of a scheme, or a 42% premium to last close.
QANTM's board <a href="https://www.asx.com.au/asxpdf/20181127/pdf/440nxqykt65vqh.pdf" target="_blank">rejected</a> the proposal due to its highly conditional nature, significant execution risk, and that the offer undervalued the company. IPH <a href="https://www.asx.com.au/asxpdf/20181129/pdf/440s7m9fwj1zfq.pdf" target="_blank">countered</a> those claims, spurring QANTM to<a href="https://www.asx.com.au/asxpdf/20181129/pdf/440sqys8bwqm38.pdf" target="_blank"> counter</a> those countered claims.
On the 13 February 2019, IPH <a href="https://www.asx.com.au/asxpdf/20190213/pdf/442krx96mz0vry.pdf" target="_blank">bought a 19.9% stake</a> in Xenith at $1.85/share (or ~A$33mn) from institutional investors, and further added that is does not support the QANTM scheme and intends to vote against it. In response, both Xenith and QANTM announced that neither had received a proposal from IPH. Xenith's shares increased 20.3% to close at A$1.69/share.
The provisional date for ACCC s clearance of the <a href="https://www.accc.gov.au/public-registers/mergers-registers/public-informal-merger-reviews/qantm-intellectual-property-ltd-xenith-ip-group-ltd" target="_blank">QANTM/Xenith merger</a> is the 21 March. The provisional date for <a href="https://www.accc.gov.au/public-registers/mergers-registers/public-informal-merger-reviews/iph-limited-acquisition-of-xenith-ip-group-limited-or-qantm-intellectual-property-limited" target="_blank">IPH/Xenith</a> is the 2 May. The QANTM/Xenith Scheme meeting is scheduled for 3 April with a 24 April implementation date. IPH's proposal has an indicative implementation date of mid-July.
IPH's proposal currently offers an implied value of $1.98 (65% in cash) against $1.85 for QANTM's all-scrip offer.
The key risk to IPH's proposal is ACCC's consent. IPH, QANTM and Xenith are the only three ASX-listed intellectual property companies. IPH is the oldest, and the largest (in terms of revenue). However privately owned companies collectively hold a larger market share - and growing - compared to the three listcos. It is not apparent a merger between either of these two listcos would lessen IP service competition in Australia.
With IPH's blocking stake, the QANTM/Xenith scheme will fail. Xenith should engage with IPH.

Iph Ltd (IPH AU) has gate crashed Xenith Ip (XIP AU)/Qantm Intellectual Property (QIP AU)'s marriage of equals, submitting a proposal (by way of a Scheme) for Xenith comprising cash (A$1.28) and IPH shares (0.1056 IPH shares) or A$1.97/share, 23.3% above the implied QANTM merger consideration.
Last November, Xenith and QANTM , both leading providers of IP origination services in Australia, announced a merger via an all-scrip scheme of arrangement, whereby Xenith shareholders will receive 1.22 QANTM shares for every Xenith share, or an implied value of A$1.598/share. QANTM and Xenith shareholders would own 55% and 45% of the merged group with a then pro-forma capitalisation of A$285mn. Pre-cost synergies are estimated at A$7mn/annum at the end of  year three.
Xenith's board unanimously recommended the merger to its shareholders.
IPH did not blink and on the same day as the Xenith/QANTM announcement, lobbed an unsolicited, indicative, preliminary, conditional and non-binding cash &amp; scrip proposal to acquire QANTM at $1.80/share (including a a A$0.05 dividend) by way of a scheme, or a 42% premium to last close.
QANTM's board rejected the proposal due to its highly conditional nature, significant execution risk, and that the offer undervalued the company. IPH countered those claims, spurring QANTM to counter those countered claims.
On the 13 February 2019, IPH bought a 19.9% stake in Xenith at $1.85/share (or ~A$33mn) from institutional investors, and further added that is does not support the QANTM scheme and intends to vote against it. In response, both Xenith and QANTM announced that neither had received a proposal from IPH. Xenith's shares increased 20.3% to close at A$1.69/share.
The provisional date for ACCC s clearance of the QANTM/Xenith merger is the 21 March. The provisional date for IPH/Xenith is the 2 May. The QANTM/Xenith Scheme meeting is scheduled for 3 April with a 24 April implementation date. IPH's proposal has an indicative implementation date of mid-July.
IPH's proposal currently offers an implied value of $1.98 (65% in cash) against $1.85 for QANTM's all-scrip offer.
The key risk to IPH's proposal is ACCC's consent. IPH, QANTM and Xenith are the only three ASX-listed intellectual property companies. IPH is the oldest, and the largest (in terms of revenue). However privately owned companies collectively hold a larger market share - and growing - compared to the three listcos. It is not apparent a merger between either of these two listcos would lessen IP service competition in Australia.
With IPH's blocking stake, the QANTM/Xenith scheme will fail. Xenith should engage with IPH.

Australia

Countplus Ltd. offers accounting and other services.  Through subsidiaries, the Company offers accounting, financial planning, lending, legal, tax, corporate advisory, and payroll management services.  Countplus franchises some of its locations.

HiTech Group Australia Limited provides recruitment and consulting services on a contract and permanent basis to the IT and telecommunications industries of Australia.  The Company provides recruitment for executive management, PC support, e-commerce, IT specialists, technical writing and various positions in the IT & T industry.

Ashley Services Group Ltd is an integrated provider of training and labour hire in Australia.

Energy Action Ltd operates an energy procurement platform which allows energy suppliers to competitively bid against one another to supply energy.  The Company has a suite of products and services that complement the Australian Energy Exchange and will allow companies to monitor and manage energy usage and carbon emissions.

YPB Group Ltd manufactures covert markers and additives for consumers who wish to mark their products in order to build customer awareness and loyalty, identify and remove fake products, and measure results over time.

McMillan Shakespeare Limited provides salary packaging services.  The Company also offers services like procurement of motor vehicles, insurance, finance and fuel and service maintenance programs.

Namoi Cotton Co-operative Limited provides cotton ginning and marketing services to Australian cotton growers.  The Company operates gin facilities in New South Wales and Queensland along with warehousing and distribution facilities.  The Company markets and distributes its cotton domestically and internationally.

Fluence Corporation Limited provides water treatment systems. The Company offers filters pre-treatment, energy-recovery devices, clean-in-place systems, packaged plants, and aeration equipment, as well as project financing services. Fluence serves small communities, schools, malls, resorts, hotels, golf courses, construction sites, and commercial centers worldwide.

Ariadne Australia Limited operates a car parking facility and holds a portfolio of development and residential development project properties in Queensland, which include apartment complexes and housing projects. The Company also holds an equity securities portfolio and provides financial services.

IPH Limited is an intellectual property services firm. The Company offers a wide range of services for the protection, commercialisation, enforcement, and management of intellectual property. IPH provides these services across Australia, New Zealand, Papua New Guinea, the Pacific Islands, and Asia.

Will Group Inc. provides employee placement and staffing services. The Company offers outsourcing services for sales, call center, and manufacturing positions.

PASCO CORPORATION is a surveying company specializing in aerial photographs. The Company computerizes surveyed data and conducts information system engineering.

S-Pool, Inc. provides outsourcing services including providing temporary staffing and performing contract work.  The Company also conducts market research and plans sales promotion for mobile and consumer maker companies.

EJ Holdings Inc. is a holding company wholly owning Eight Consultants Co. Ltd and Japan Engineering Consultants Co., Ltd. The Company offers construction consulting services primarily in the Chugoku and Kansai regions. EJ Holdings also manages its subsidiaries.

SaraminHR Co.,Ltd. operates a website that offers a wide range of services. The Company offers an online job search, consulting, IT outsourcing, office lease and online information providing services.

Careerlink Co.,Ltd. provides placement and staffing services. The company matches job seekers and corporations for administrative, call center, and manufacturing positions.

SPACE CO., LTD. constructs and remodels institutional and commercial facilities. The Company specializes in interior design and display work for retailers such as department stores, grocery stores, and specialty stores.  Space operates in the Chubu, Kanto, and Kansai regions of Japan.

SHL-JAPAN Ltd. makes aptitude test products.  The Company also provides training and consulting services for aptitude test data.

GAKUJO CO., LTD provides employment information for new college graduates and for people seeking career changes.  The Company also provides consulting services and plans and markets employment advertisements.

TANABE MANAGEMENT CONSULTING CO., LTD. is a management consulting firm. The Company provides seminars and training to its business clients.  Tanabe Management Consulting operates membership management clubs, the Eagle Club, holds study meetings, and issues publications to the club members.  The Company also sells notebooks for business use.

QANTM Intellectual Property Limited operates in the commercial services industry. The Company offers services for patent, design, trademark procurement, and other related intellectual properties throughout Australia.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Qantm Intellectual Property (QIP AU)

IPH Goes Hostile on Xenith

Iph Ltd (IPH AU) has gate crashed Xenith Ip (XIP AU)/Qantm Intellectual Property (QIP AU)'s marriage of equals, submitting a proposal (by way of a...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)