Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven




For the month of September, 21 new deals were discussed on Smartkarma with an overall announced deal size of ~US$70b, bolstered by the monster deal for NTT Docomo Inc (9437 JP).


Clicking on the company name in the table below will take you to the entity page where you can read the initial insight(s) written by Smartkarma contributors on these new deals and follow up discussions, or simply click on the insight link(s) below the name.





New Deals


Industry


Size (US$bn)


Type


Premium




Australia




Citadel Group (CGL AU) 
IT Services
0.3
Scheme
43.2%



   Citadel Group: Private Equity Partners' Offer




DWS Ltd (DWS AU) 
IT services
0.1
Scheme
33.3%



   HCL-DWS(DWS AU): Cash Deal Trading Wide







Hong Kong




AMVIG Holdings (2300 HK) 
Tobacco packaging
0.3
MGO
51.39%



   AMVIG (2300 HK): Smoker's Delight - Possible Conditional Offer




Changshouhua Food (1006 HK) 
Edible oils
0.15
Scheme
16.4%


   Changshouhua (1006 HK): What's Cooking?




Cross Harbour Holdings (32 HK) 
Toll roads
0.2
VGO
42.4%



   Cross-Harbour (32 HK): Voluntary Offer. Price Not Final




Get Nice Holdings (64 HK) 
Financials
0.1
VGO
5.59%



   Get Nice (64 HK)'s VGO. Possible Downstream Offer For Get Nice (1469 HK)




Macau Legend Development (1680 HK) 
Gaming
0.3
MGO
9.38%



   Macau Legend (1680 HK): Mandatory General Offer




China Zhongdi Dairy (1492 HK) 
Dairy
0.2
MGO
11.0%



   Zhongdi Dairy (1492 HK): Possible MGO from Yili



 







India




Allcargo Logistics (AGLL IN) 
Logistics
0.1
Delisting




   Allcargo Logistics (AGLL IN): Indian Delisting Offer Trading Cheap







Japan




Hinokiya Holdings (1413 JP) 
Electronic Retailer
0.1
Partial
12%



   Yamada Denki Partial TOB For Hinokiya (1413 JP)
    Hinokiya (1413 JP) Partial Tender Arb Grids &amp; ProRation




Kirindo Holdings (3194 JP) 
Retail
0.3
Tender Offer
39.7%



   Kirindo (3194) - Another Cheap Bain MBO With Weak Adherence to Fair M&amp;A Guidelines



 Hitachi Capital (8586 JP) / Mitsubishi UFJ Lease &amp; Finance (8593 JP) 
Leasing
7.1
Merger




   Hitachi's Hitachi Capital Capital Case - A Merger With MUFG Lease




NTT Docomo Inc (9437 JP) 
Telco
40
Tender Offer
40.5%



   NTT Docomo SHOCKER - Nikkei Says Parent NTT To Buy Out Docomo Minorities
   NTT – Initial Thoughts Reading Through the Lines of the Shock News
   NTT – NTT Is Going Big and Our Suspicions Are Aroused Further
   NTT Deal for DoCoMo - Not Going Gentle, Definitely Raging Against the Dying of the Light




Ryoyo Electro (8068 JP) 
Electronic Retailer
0.1
Partial
0%



   Ryoyo Electro Corporate Activism Ends in Buyout




Mcubs Midcity Investment Cor (3227 JP) 
REIT
1.2
Merger




   MCUBS Midcity (3227 JP): Scrip Deal Trading Tight But There's a BETTER Trade











Thailand








COL PCL (COL TB) 


Retailer

0.4
Delisting
26.7%



   COL-Central Retail Corp: Thailand Delisting Offer Trading Tight







US




51 Job Inc Adr (JOBS US) 
HR solutions
5.3
Going Private
16.05%


  You're Hired! DCP's Proposal For 51job.Inc










Europe/UK




Altice NV A (ATC NA) 
Telco
5.8
Tender Offer
23.8%



   Altice - Next Private Takeover Announcement




Play Communications SA (1P1 GR) 
Telco
2.6
Tender Offer
38.8%



   Play Communications - Iliad: Offer Announcement




William Hill (WMH LN) 
Gaming
3.7
Rumoured
25%



   William Hill - Caesars: Entertainment Prospective Bid




Ahlstrom-Munksjo (AM1 FH) 
Materials
2.0
Tender offer
37.1%



  Ahlstrom-Munksjo (AM1 FH): Tender Offer Trading Tight - Will There Be Bumpitrage?
  Ahlstrom-Munksjö - Spa Holdings 3: Friendly Offer 






Source: Smartkarma Insights


The average premium for the new deals announced (or first discussed) in September was ~26% and the YTD average premium for all deals discussed on Smartkarma (106 all-in) is 33%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was 31.5%.

At present, it is difficult to gauge what level of control premium the acquirer will be willing to pay for Allcargo Logistics (AGLL IN) and it is unlikely that we will find the answer until the RBB process is complete. 

The Offer(s) for British bookmaker William Hill (WMH LN) are as yet not official. 


The charts below provide a snapshot of deals YTD discussed on Smartkarma. Where the deal is a merger of equals or similar, I've assigned no premium.







Summary of News in September of Arb Situations On Smartkarma's Radar



(Again, click on the company names to take to you to the insights and/or discussion posts for a more comprehensive read-through on each situation. Where a new insight was written on these names in July, I've included a link, in bold, to that insight in italics.)





Australia


Comments (with links to announcements &amp; insights)




3P Learning (3PL AU) 

No September update




Cardinal Resources (CDV AU) 

2-Sep: Nordgold has bumped its Offer by 36.4% to A$0.90/share from A$0.66/share.   Cardinal Resources (CDV AU): Nordgold's Knockout Offer
7-Sep: Shandong intends to increase its Offer Price to A$1.00/share.
Cardinal Resources (CDV AU): Shandong Trumps Nordgold’s Knockout Offer
9-Sep: Nordgold extends its Offer to the 24 September. 
15-Sep: CDV directors holding 6.07% have publicly stated their intention to accept Shandong's Offer.
17-Sep: Nordgold extends its Offer until the 8 October.
21-Sep: Shandong's Offer declared unconditional. They currently hold 10.94%.




Cassini Resources (CZI AU) 

24-Sep: Scheme effective




Cromwell Property (CMW AU) 

21-Sep: ARA now has 28.53% in Cromwell Property (CMW AU).




Infigen Energy (IFN AU) 

8-Sep: The AFR reported that UAC Energy had sold their 19.9% stake in Infigen Energy (IFN AU) into Iberdrola SA (IBE SM)'s revised bid. Iberdrola now have 97%. This is completely done. 




Onevue Holdings (OVH AU) 

4-Sep: The Scheme Meeting will be held on the 9 October.




OptiComm Ltd (OPC AU) 

8-Sep: Non-binding Offer from First State
OptiComm: First State Gatecrashes Uniti's Offer
25-Sep: OptiComm Ltd (OPC AU) will hold a Scheme Meeting on the 13 October to consider Uniti Group Ltd (UWL AU) 's Offer. 




Village Roadshow (VRL AU) 

25-Sep: Three films have been deferred. This would imply the A$0.08/share uplift is not payable.  






 





Hong Kong


Comments (with links to announcements &amp; insights)




Allied Properties (H.K.) (56 HK) 
In its weekly update concerning the progress of the High Court sanctioning, Allied Properties (H.K.) (56 HK) says there is no new update.



Beijing Jingneng Clean Energy (579 HK) 
4-Sep: In its monthly update, the company announces that there is no update.



Car Inc (699 HK) 
No September update



CGN New Energy Holdings (1811 HK) 
28-Aug: In its monthly update, CGN says there is no update on the deal.



Golden Meditech Holdings (801 HK) 

16-Sep: Scheme approved. 




Haier Electronics Group Co (1169 HK) 

1-Sep: The pre-conditions have been fulfilled - ie. approval from the independent shareholders of Haier Smart Home (600690 CH). The despatch of the Scheme Doc has now been extended to the 30 November, from 4 September previously.
Haier (1169 HK): Back To Entry Levels




Huadian Fuxin Energy Corp (816 HK) 

9-Sep: Lakeville Capital Management Ltd. has given a letter of intent to support the Merger. Lakeville holds 96.089mn shares or 3.74% of the total issued H shares. 
16-Sep: Shareholders approve the merger.




Jinmao Hotel &amp; Jinmao (China) Hotel Investments and Management Limited (6139 HK) 

10-Sep: Shareholders approve the Scheme.




Leyou Technologies (1089 HK) 

9-Sep: The SFC has granted consent to an extension of the time limit for despatching the Scheme Document from 17 September 2020 to 9 November 2020.  
A delay was anticipated - but this is about two weeks past my expected despatch date. The delay is expected to push the despatch of cheques to mid-late December.
23-Sep: Tencent/Leyou: China Bytes




O-Net Technologies (Group) (877 HK) 

1-Sep: O-Net (877 HK): Offer Doc Out. Priced To Complete
The Scheme for O-Net Technologies (Group) (877 HK) passes - 100% approval. 




Skyworth Group Limited (751 HK) 

1-Sep: Unaudited profit before and after non-controlling interests was RMB573mn and RMB391mn respectively, up 64.6% &amp; 116% as compared to RMB348mn and RMB181mn in 1H19.
3-Sep: The partial results are out - 755.8mn tendered against the maximum number of shares to be bought of 392.8mn. Or 51.97% pro-ration - nice one Travis Lundy. The settlement is expected to take place on or before the 14 September (not 11 September as per the circular on account of the delay in the SGM due to the typhoon last month). Shares not bought will be also be returned on this date.




Xinghua Port Holdings (1990 HK) 
16-Sep: Right on cue - this turned unconditional on the first close - 95.91% tendered. The Offer has been automatically extended for another 14 days. 



Yixin Group Ltd (2858 HK) 
4-Sep: Yixin Group Ltd (2858 HK) announced that the Merger is progressing, and Bitauto Holdings (BITA US) just filed a response letter to the SEC addressing some SEC comments. No date has been fixed for such shareholders’ meeting of Bitauto as of the date of this announcement.









India


Comments (with links to insights)




Adani Power Ltd (ADANI IN) 

No September update




Hexaware Technologies (HEXW IN) 

8-Sep: Hexaware Technologies Reverse Book Build Auction - It's On 15-Sep: Hexaware Exit Offer Reverse Book Build Gets 90% &amp; Discovered Price - Now We Wait 23-Sep:Hexaware Tech Done at INR 475. Now For The Residual




INEOS Styrolution India Limited (INEOS IN) 

No September update




J.B. Chemicals &amp; Pharmaceut (JBCP IN) 

No September update




Sequent Scientific (SEQ IN) 

7-Sep: Vedanta: Reaching The End Game 17-Sep: Vedanta : More Fuel For The Fire
21-Sep: Vedanta (VEDL): Cash Raised, Money Flow, and How It Affects Delisting Offer Discovered Price




Vedanta Ltd (VEDL IN) 

7-Sep: Vedanta: Reaching The End Game 17-Sep: Vedanta : More Fuel For The Fire 21-Sep: Vedanta (VEDL): Cash Raised, Money Flow, and How It Affects Delisting Offer Discovered Price 29-Sep: Vedanta Reverse Book Build Auction - It’s On And the Schedule From Here Is Tight










Indonesia


Comments 




Bank Permata (BNLI IJ) 

No September update










Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
23-Sep: Cocokara/MatsuKiyo - Big Gains Since Delay, Stay Long Both




FamilyMart Co Ltd (8028 JP) 

14-Sep: FTSE today announced the deletion of FamilyMart Co Ltd (8028 JP) from its indices as of the close of 11 November 2020, contingent on the passage of the agenda items at the EGM allowing a squeezeout of minority shareholders. 
17-Sep: Familymart: What's Next? And Will Mitsubishi React?




Kawasumi Laboratories (7703 JP) 
No September update; offer closes 30 Sep



Keihin Corp (7251 JP) / Showa Corp (7274 JP) 
2-Sep: The Honda TOBs: FINALLY. Tenders for Showa, Keihin, and Nissin Kogyo




LIXIL VIVA (3564 JP) 

17 Sep EGM held 




Nichii Gakkan Co (9792 JP) 

Record Date for EGM 3 Sep, EGM for 16 Oct, Delisting expected 5 November




OOTOYA Holdings (2705 JP) 

9-Sep: They announced they had gotten to 46.77% in the Tender Offer,




Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 
No September update



Softbrain (4779 JP) 

On 28 Sep, the Opinion Statement was revised slightly. A couple of minor changes to the doc.  Tender offer finally launched on 29 Sep.










Malaysia


Comments




TA Global Bhd (TAGB MK) 
No September update










New Zealand


Comments (with links to announcements)




Metlifecare Ltd (MET NZ) 

1-Sep: Scheme docs out - as previously flagged, the Scheme Meeting will be held on the 2 October.
14-Sep: MET has been advised by Asia Pacific Village Group Limited that the New Zealand Overseas Investment Office has granted APVG consent to acquire 100% of Metlifecare.











Singapore


Comments (with links to insights and announcements)




Accordia Golf Trust (AGT SP) 

10-Sep: Securities Investors Association (Singapore) has sent a letter to Accordia Golf Trust (AGT SP)'s management company with questions ahead of the EGM. 
14-Sep: The Accordia Golf Trust (AGT SP) General Meeting went off without a hitch.  The selldown was approved 97.55% FOR 2.45% AGAINST. The proposed winding up was 99.4% FOR 0.6% AGAINST. EGM Results here. 
17-Sep: Accordia Golf Trust (AGT SP) will be deleted from FTSE Small Cap as of the morning of Sep 30.  It goes out one trading day before.
24-Sep: Accordia Golf Gets Interesting - Main Payment Shortly Then Run The Residual




Capitaland Commercial Trust (CCT SP) 

7-Sep: Capitaland Mall and CCT Merger: Circular Finally Out. Looks Done.




ESR-REIT (EREIT SP) / Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) 

16-Sep: Quarz Capital has raised its stake in Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) from 5% to 6% - it restated it intends to vote down the merger with ESR-REIT (EREIT SP).    22-Sep: Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) has received a notice from the Courts to convene a Scheme Meeting. It is understood Quarz and Black Crane continue to hold out against the deal.




Perennial Real Estate Holdings (PREH SP) 
11-Sept: Compulsory acquisition completed




Sembcorp Industries (SCI SP) / Sembcorp Marine (SMM SP) 

3-Sep: Sembcorp - Last Chance Before....
7-Sep:  Sembcorp Marine Rights Issue Results : Looks Like a Scheme of Introduction










Taiwan


Comments 




Boardtek Electronics (5349 TT) 
No September update



Casetek Holdings (5264 TT) 
No September update









Vietnam


Comments (with links to announcements)




Viglacera Corp (VGC VN) 
20-Sep: Gelex Bumps Viglacera Bid Again. High Pro-Ration Likely.. 





 






Middle East


Comments 




Samba Financial Group (SAMBA AB) /
National Commercial Bank (NCB AB) 

No September update 










Europe/UK


Comments (with links to announcements and insights)




Aker Solutions (AKSO NO) 

25-Sep: At the EGM, all proposals on the agenda were adopted, including approval of the merger plan.




Bolsas y Mercados Espanoles (BME SM) 
7-Sep: Bolsas Y Mercados - SIX Group: Squeeze-Out




CaixaBank SA (CABK SM) 
5-Sep: CaixaBank-Bankia Merger Conversations Announcement: First Take 18-Sep:  CaixaBank - Bankia: Definitive Agreement and Exchange Ratio




Mediawan (MDW FP) 
21-Sep: Antitrust approval received. 



NetEnt AB (NETB SS) 

No September update 








(Mostly) Asia M&A: September 2020 Roundup

Partner

Patrick Eng

Sparkill & Co

Equity Bottom-Up

<ol>
<li>Market’s concern on CAR’s debt and ability to engineer their way out - hmm…</li>
<li>What are the effects of cross border travel challenges and nationalism? – Staycation?</li>
<li>Will CAR &amp; its peers receive a $220 Billion plus stimulus?</li>
</ol>


Market’s concern on CAR’s debt and ability to engineer their way out - hmm…
What are the effects of cross border travel challenges and nationalism? – Staycation?
Will CAR &amp; its peers receive a $220 Billion plus stimulus?


CAR Inc – Will 165 Million Chinese Tourist's $$$ Stay Under The Mattress?

Thematic (Sector/Industry)

<ol>
<li>When has China ever done “an about quick pivot” from their long term game?</li>
<li>What would it take for China critics to have empathy? And see the world through their lens?</li>
<li>What do China M&amp;A and private equity flows tell us?</li>
</ol>


When has China ever done “an about quick pivot” from their long term game?
What would it take for China critics to have empathy? And see the world through their lens?
What do China M&amp;A and private equity flows tell us?


Xi’s Answers To Trump - New PR Campaign – Dual Circulation: What Is It? – Nothing Really.

Senior Credit Analyst, Lucror Analytics

Leonard Law, CFA

Senior Credit Analyst

High Yield Experts

Lucror Analytics

Lucror Analytics is a leading credit and ESG research specialist and a provider of technology solutions for differentiated fixed income strategies. Our roots are in bottom-up fundamental credit analysis with a specialization in high yield corporate credits from Europe, Asia and Latin America. We are one of few research specialists integrating ESG considerations with fundamental credit research through a dedicated ESG platform. Our ESG assessment covers five key criteria: Disclosure, E,S, & G Pillars, Controversies, ESG Impact on Credit and ESG Momentum.

Recognizing the importance and value-add of Factor Investing in fixed income, Lucror developed the Smart Quant Navigator (SQN), an intuitive platform that helps clients devise and implement factor-based strategies ranging from pure quant to active fundamental, with integrated ESG.

Our company has been at the forefront of developments in the fixed income markets, identifying opportunities and consistently delivering new products and value-adding solutions to clients. Lucror has close relationships with the largest and most reputable asset managers, family offices, hedge funds, investment and wealth managers globally.

Credit

In this month’s “In-Focus” section, we provide an update on the Indonesian real estate sector, including the impact of the ongoing COVID-19 crisis, regulatory and accounting developments, and the macro outlook. We also comment broadly on the H1/20 results of the Indonesian real estate players under our coverage. The Asia Monthly focuses on providing updates on recent events, information on new issues and spread movements, as well as summarising our top picks, and discussing specific areas of interest in the “In-Focus” section. The Asia Monthly is intended to broaden investors' understanding of the Asian USD high-yield market.

  In this month’s “In-Focus” section, we provide an update on the Indonesian real estate sector, including the impact of the ongoing COVID-19 crisis, regulatory and accounting developments, and the macro outlook. We also comment broadly on the H1/20 results of the Indonesian real estate players under our coverage.   The Asia Monthly focuses on providing updates on recent events, information on new issues and spread movements, as well as summarising our top picks, and discussing specific areas of interest in the “In-Focus” section. The Asia Monthly is intended to broaden investors' understanding of the Asian USD high-yield market.  

Asia HY Monthly - Indonesian Property Update (2020) - Lucror Analytics

Trung Nguyen

CAR Inc’s Q2/20 results were worse than expected, with no sign of recovery even as COVID-19 restrictions are eased. Travel in general, and car rental in particular, is the industry that has been most severely impacted by COVID-19. Revenue and profitability have dropped significantly. Positively, the company has paid down almost half of its debt and cut capex to almost zero. Leverage and coverage ratios are not reflective of the credit profile, as EBITDA has trended down sharply. Liquidity is inadequate, with little cash and very large short-term debt. The large writedown of investments in UCAR, FDG Electric Vehicles and receivables to UCAR highlight CAR Inc’s poor corporate governance and capital-allocation practices. The cash could have been spent to support the core short-term rental business instead. In addition, the company's capacity is deteriorating significantly, as vehicles are sold and the fleet is not renewed. When demand recovers, CAR Inc’s capacity would have been reduced substantially from pre-COVID 19 levels.

  CAR Inc’s Q2/20 results were worse than expected, with no sign of recovery even as COVID-19 restrictions are eased. Travel in general, and car rental in particular, is the industry that has been most severely impacted by COVID-19. Revenue and profitability have dropped significantly. Positively, the company has paid down almost half of its debt and cut capex to almost zero. Leverage and coverage ratios are not reflective of the credit profile, as EBITDA has trended down sharply. Liquidity is inadequate, with little cash and very large short-term debt.   The large writedown of investments in UCAR, FDG Electric Vehicles and receivables to UCAR highlight CAR Inc’s poor corporate governance and capital-allocation practices. The cash could have been spent to support the core short-term rental business instead. In addition, the company's capacity is deteriorating significantly, as vehicles are sold and the fleet is not renewed. When demand recovers, CAR Inc’s capacity would have been reduced substantially from pre-COVID 19 levels. 

CAR Inc - Earnings Flash - H1 FY 2020 Results - Lucror Analytics

China

CAR Inc generates revenue primarily from car rental business and used car sales. The Company provides short-term and long-term rentals, and financial leasing services.  In addition, Car Inc offers other value-added services including accident coverage packages, GPS navigation systems, 24/7 roadside assistance, etc.

Price Gauge
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Car Inc (699 HK)

(Mostly) Asia M&A: September 2020 Roundup

For the month of August, 9 new deals were discussed on Smartkarma with an overall announced deal size of ~US$35bn. Clicking on the company...

David Blennerhassett

CAR Inc – Will 165 Million Chinese Tourist's $$$ Stay Under The Mattress?

Market’s concern on CAR’s debt and ability to engineer their way out - hmm… What are the effects of cross border travel challenges and...

Patrick Eng

Xi’s Answers To Trump - New PR Campaign – Dual Circulation: What Is It? – Nothing Really.

When has China ever done “an about quick pivot” from their long term game? What would it take for China critics to have empathy? And see the world...

Patrick Eng

Asia HY Monthly - Indonesian Property Update (2020) - Lucror Analytics

In this month’s “In-Focus” section, we provide an update on the Indonesian real estate sector, including the impact of the ongoing COVID-19...

Lucror Analytics

CAR Inc - Earnings Flash - H1 FY 2020 Results - Lucror Analytics

CAR Inc’s Q2/20 results were worse than expected, with no sign of recovery even as COVID-19 restrictions are eased. Travel in general, and car...

Lucror Analytics

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