Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>After being <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0927/2021092700107.pdf" target="_blank" rel="noopener">suspended</a> on the 27 September pursuant to the Hong Kong Code on Takeovers and Mergers, <a href="https://www.smartkarma.com/entities/cp-pokphand-co-ltd" target="_blank" data-smartkarma-citation="entities:10135:1" rel="noopener">Cp Pokphand (43 HK)</a> ("CPP"), a leading agri-food conglomerate in China and Vietnam, has now announced an Offer, by way of a Scheme, from <a href="https://www.smartkarma.com/entities/charoen-pokphand-foods-public-company-limited" target="_blank" data-smartkarma-citation="entities:16131:1" rel="noopener">CP Foods (CPF TB)</a>.</p>
<p>The consideration is $1.15/share, a 19.79% premium to last close. The Offer price will NOT be increased.</p>
<p>CPF holds 49.74% and <a href="https://www.smartkarma.com/entities/itochu-corp" target="_blank" data-smartkarma-citation="entities:18448:1" rel="noopener">Itochu Corp (8001 JP)</a> 25%. Itochu has entered into a rollover agreement with CPF such that upon successful completion of the Scheme, CPF will hold 75% and Itochu 25%. </p>
<p>The Offer premium is a trifle light to that consistently seen in Hong Kong M&amp;A deals in recent years. Nevertheless, this all looks stitched up and should trade tight when shares resume trading on Monday.</p>
<p>More below the fold. </p>
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After being suspended on the 27 September pursuant to the Hong Kong Code on Takeovers and Mergers, Cp Pokphand (43 HK) ("CPP"), a leading agri-food conglomerate in China and Vietnam, has now announced an Offer, by way of a Scheme, from CP Foods (CPF TB).
The consideration is $1.15/share, a 19.79% premium to last close. The Offer price will NOT be increased.
CPF holds 49.74% and Itochu Corp (8001 JP) 25%. Itochu has entered into a rollover agreement with CPF such that upon successful completion of the Scheme, CPF will hold 75% and Itochu 25%. 
The Offer premium is a trifle light to that consistently seen in Hong Kong M&amp;A deals in recent years. Nevertheless, this all looks stitched up and should trade tight when shares resume trading on Monday.
More below the fold. 





C.P. Pokphand (43 HK): Privatisation Offer From CP Foods

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<p><a href="https://www.smartkarma.com/entities/cp-pokphand-co-ltd" target="_blank" data-smartkarma-citation="entities:10135:1" rel="noopener">Cp Pokphand (43 HK)</a> (CPP) is a leading agri-food conglomerate in China and Vietnam. After market close on Thursday, it announced a privatisation offer by way of a scheme of arrangement from <a href="https://www.smartkarma.com/entities/charoen-pokphand-foods-public-company-limited" target="_blank" data-smartkarma-citation="entities:16131:1" rel="noopener">CP FOODS (CPF TB)</a>, the largest shareholder (49.74% of the outstanding shares). The offeror will offer HK$1.15 in cash for each scheme share. The bid represents a premium of 19.79% over the closing price of HK$0.96 per share on the last trading date (24 September prior to the trading halt). </p><p>For good measure, CPP also released a statement outlining a profit warning. CPP noted that the net profit would decline -75% YoY in 8M21, which marks a deterioration to the net profit decline of -50% YoY in 1H21. The profit warning was attributed mainly to a poor performance in China caused by lower poultry and swine prices. CPP notes that poultry and swine prices in China and swine prices in Vietnam will have fallen further in September. </p><div class="content-highlight"><p>The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 5,958.8 million shares or 24.75% of shares outstanding, the 10% blocking stake is 595.9 million shares or 2.48% of shares outstanding. No shareholder holds a blocking stake. Overall, we think the offer price is attractive and that the privatisation bid will be successful. </p></div>

Cp Pokphand (43 HK) (CPP) is a leading agri-food conglomerate in China and Vietnam. After market close on Thursday, it announced a privatisation offer by way of a scheme of arrangement from CP FOODS (CPF TB), the largest shareholder (49.74% of the outstanding shares). The offeror will offer HK$1.15 in cash for each scheme share. The bid represents a premium of 19.79% over the closing price of HK$0.96 per share on the last trading date (24 September prior to the trading halt). For good measure, CPP also released a statement outlining a profit warning. CPP noted that the net profit would decline -75% YoY in 8M21, which marks a deterioration to the net profit decline of -50% YoY in 1H21. The profit warning was attributed mainly to a poor performance in China caused by lower poultry and swine prices. CPP notes that poultry and swine prices in China and swine prices in Vietnam will have fallen further in September. The key condition precedents are the headcount test along with the scheme approved by at least 75% disinterested shareholders and &lt;10% rejection by all disinterested shareholders. As disinterested scheme shareholders represent 5,958.8 million shares or 24.75% of shares outstanding, the 10% blocking stake is 595.9 million shares or 2.48% of shares outstanding. No shareholder holds a blocking stake. Overall, we think the offer price is attractive and that the privatisation bid will be successful. 

C.P. Pokphand’s Privatisation Bid from CPF

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<p><a href="https://www.smartkarma.com/entities/chinese-estates-holdings-limited" target="_blank" data-smartkarma-citation="entities:20954:1" rel="noopener">Chinese Estates Holdings (127 HK)</a>,  a leading property developer in Hong Kong - and avid securities investor - is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0929/2021092900219.pdf" target="_blank" rel="noopener">suspended</a> 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 at 11.10am today. </p>
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<p><a href="https://www.smartkarma.com/entities/charoen-pokphand-foods-public-company-limited" target="_blank" data-smartkarma-citation="entities:16131:1" rel="noopener"></a>Joseph Lau and his wife Chan Hoi Wan control <a href="https://di.hkex.com.hk/di/NSAllSSList.aspx?sa2=as&amp;sid=206&amp;corpn=Chinese+Estates+Holdings+Ltd.&amp;sd=29/09/2013&amp;ed=29/09/2021&amp;cid=0&amp;sa1=cl&amp;scsd=29%2f09%2f2013&amp;sced=29%2f09%2f2021&amp;sc=127&amp;src=MAIN&amp;lang=EN&amp;g_lang=en&amp;" target="_blank" rel="noopener">74.99%</a> of the company.</p>
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<p>This insight provides some brief background on Chinese Estates, plus speculates on a fair price should a firm Offer unfold. </p>
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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 at 11.10am today. 


Joseph Lau and his wife Chan Hoi Wan control 74.99% of the company.


This insight provides some brief background on Chinese Estates, plus speculates on a fair price should a firm Offer unfold. 


Chinese Estates (127 HK): Potential Privatisation?

<p><a href="https://www.smartkarma.com/entities/cp-pokphand-co-ltd" target="_blank" data-smartkarma-citation="entities:10135:1" rel="noopener">Cp Pokphand (43 HK)</a> ("CPP") a leading agri-food conglomerate in China and Vietnam, is currently <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0927/2021092700107.pdf" target="_blank" rel="noopener">suspended</a> pursuant to the Hong Kong Code on Takeovers and Mergers. There is, as yet, no further details forthcoming.</p>
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<p><a href="https://www.smartkarma.com/entities/charoen-pokphand-foods-public-company-limited" target="_blank" data-smartkarma-citation="entities:16131:1" rel="noopener">CP FOODS (CPF TB)</a> (54%) and <a href="https://www.smartkarma.com/entities/itochu-corp" target="_blank" data-smartkarma-citation="entities:18448:1" rel="noopener">Itochu Corp (8001 JP)</a> (25%) collectively control <a href="https://di.hkex.com.hk/di/NSAllSSList.aspx?sa2=as&amp;sid=64&amp;corpn=C.+P.+Pokphand+Co.+Ltd.&amp;sd=28/09/2014&amp;ed=28/09/2021&amp;cid=0&amp;sa1=cl&amp;scsd=28%2f09%2f2014&amp;sced=28%2f09%2f2021&amp;sc=43&amp;src=MAIN&amp;lang=EN&amp;g_lang=en&amp;" target="_blank" rel="noopener">79%</a> of CPP.</p>
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<p>This insight provides some background information on CPP, and also speculates on a fair price should a firm Offer unfold. </p>
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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.


This insight provides some background information on CPP, and also speculates on a fair price should a firm Offer unfold. 


C.P. Pokphand (43 HK): Suspended Pursuant To Takeovers Code

Head of Research, Krungthai XSpring

Waraporn Wiboonkanarak

Head of Research

A full service Thai brokerage

Krungthai XSpring

Krungthai XSpring is a full service broker. The company provides a wide range of investment services such as Securities Brokerage, Derivative Agent Business, Securities Borrowing and Lending, Securities Trading, Underwriting, Financial Advisory, Wealth Advisory, Private Fund Management and International Markets Securities Trading. 

In terms of credibility, Fitch Ratings has assigned Krunghtai XSpring a long-term rating of AA- and a national short-term rating of F1+ with stable outlook.

Equity Bottom-Up

<p>CPF’s 2Q21 core profit came in below the forecast due to a higher-than- expected effective tax rate and a lower-than-expected profit contribution from affiliates. Hence, we have revised down our 2021-22E core profit projections by 22% and 13%, respectively, leading to a new target price of Bt39/share (15x PER). The 3Q is the peak export season, and the firm’s earnings are expected to recover QoQ in line with meat prices. CPF’s current share price implies a PER of 8.8x for 2021E. We reaffirm our Buy call.</p>

CPF’s 2Q21 core profit came in below the forecast due to a higher-than- expected effective tax rate and a lower-than-expected profit contribution from affiliates. Hence, we have revised down our 2021-22E core profit projections by 22% and 13%, respectively, leading to a new target price of Bt39/share (15x PER). The 3Q is the peak export season, and the firm’s earnings are expected to recover QoQ in line with meat prices. CPF’s current share price implies a PER of 8.8x for 2021E. We reaffirm our Buy call.

Company Update Charoen Pokphand Foods Plc. (CPF)

Thailand

Thai Union Group Public Company Limited produces and exports frozen and canned seafood products including frozen tuna loin, shrimp and cephalopod. The Company also produces canned pet foods from by products of its seafood process.  Additionally, the Company produces fish snack and canned tuna which are marketed locally.

Sappe Public Company Limited manufactures and distributes health drinks. The Company manufactures dietary and fruit juice drinks. Sappe distributes their products internationally.

President Bakery PCL produces and distributes a wide variety of baked goods to fast food restaurants and convenient stores.  The company also sells its product through its own retail stores under Farmhouse shop and Deliya by Farmhouse.

Ichitan Group PCL operates in the beverage industry. The Company, through its subsidiaries, produces and distributes a variety of tea beverages.

Thai Vegetable Oil Public Company Limited produces and markets soybean cooking oil under its A-ngoon brand name.  Additionally, the Company produced other soybean products including soymeal, full-fat soy, cooked and un-extracted soybeanseed, and lecithin.  Its products are also used in industrial applications such as the production of paint or canned food.

Thaitheparos PCL manufactures food seasoning products including flavor sauce, vinegar, chili sauce, tomato sauce, oyster sauce, chili and tomato sauce, soy sauce, and powdered sauce, under branded names.  The Company also produces canned fruits.

GFPT Public Company Limited produces frozen chicken parts and distributes its products under GFPT, Common Food, and Nichirei Core.  The Company sells its products to domestic and export markets.

Kaset Thai International Sugar Corp PCL produces and distributes sugar to domestic and international clients.  The Company also produces bio products, which are used by-products from sugar production as raw materials, such as paper pulp from bagasse, and, ethanol from molasses and electrical energy from biomass.

Kaset Thai International Sugar Corp (KTIS TB)

Exotic Food Public Company Limited manufactures Thai food products that are sold in independent food stores globally.

Khon Kaen Sugar Industry PCL produces sugar, energy and agricultural products. The Company produces sugar and molasses, fertilizers, ethanol, and electricity.

PPB Group Berhad is an investment holding company. The Company operations include grains trading, flour and animal feed milling industry as well as downstream activities including livestock farming, food processing and consumer products distribution with primary focus in Indonesia, Malaysia, China, India and Europe.

Dali Foods Group Company Ltd. is a snack food and beverage company. The Company is actively expanding its products offering and distributes its products through retailers.

IOI Corporation Berhad cultivates and processes oil palm and rubber.  The Company, through its subsidiaries, operates in property development and investment, provides landscape services, and sells ornamental plants and turfing grass. IOI Corporation also manufactures industrial and medical gases, and provides building, engineering, and construction services.

CJ CheilJedang Corp. manufactures processed food products.  The Company's products include refined sugar, monosodium glutamate (MSG), condiment, wheat powder, flour, cooking oil, processed meats, and animal feed.  CJ CheilJedang also manufactures pharmaceutical and household products.

Flowers Foods, Inc. produces and markets packaged bakery foods for retail and foodservice customers. The Company offers fresh packaged and frozen bakery products, as well as pastries, doughnuts, and bakery snack products. Flowers Foods serves customers in the State of Georgia.

Universal Robina Corporation manufactures, markets, and distributes branded consumer foods. The Company's products include hogs and poultry farming, animal feeds, corn products, and animal health products.

YAMAZAKI BAKING CO., LTD. produces baking foods including bread, pastry, and cake.  The Company operates nationwide sales network.  YAMAZAKI BAKING also operates franchised cafeterias and convenience stores.

Nestle (Malaysia) Berhad is an investment holding company.  The Company, through its subsidiaries, markets and sells powdered milk and drinks, liquid milk and juices, instant coffee, and instant noodles. Nestle also manufactures and provides packaging for culinary and chocolate-based food products and trades flavoring ingredients.

PT Charoen Pokphand Indonesia Tbk manufactures and distributes animal feeds, woven plastic bags, and poultry equipment as well as processes chicken.  Through its subsidiaries, the Company also operates poultry farms and distributes its products.

Ruchi Soya Industries Limited manufactures soybean oil, vanaspati vegetable fat, texturized soya protein, soya flour and other soya products.  The Group has also developed Palm stearin and Palm olein cooking oils.

Charoen Pokphand Foods Public Company Limited produces a wide range of food products. The Company's products include chicken, pork, shrimp, fish, eggs. and duck.

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Charoen Pokphand Foods (CPF-R TB)

C.P. Pokphand (43 HK): Privatisation Offer From CP Foods

This looks pretty clean. Assuming mid-Feb completion, I'd be paying up to and around $1.11/share which is ~5.8%/16.5 gross/annualised spread, when...

David Blennerhassett

C.P. Pokphand’s Privatisation Bid from CPF

CPP announced a privatisation offer from CPF at HK$1.15 cash for each scheme share. Overall, we think the offer price is attractive and that the...

Arun George

Chinese Estates (127 HK): Potential Privatisation?

To get this Offer the line, I reckon Lau would have to pay a significant premium to the undisturbed price. Potentially upwards of 75% or $3.82...

David Blennerhassett

C.P. Pokphand (43 HK): Suspended Pursuant To Takeovers Code

I think you could simply use the unaffected price of HK$0.96 and multiply it by the 30% premium widely seen in M&A transactions around the region...

David Blennerhassett

Company Update Charoen Pokphand Foods Plc. (CPF)

Downbeat 2Q21 earnings; 2021-22E earnings revised down, CPF’s current share price implies a PER of 8.8x for 2021E. We reaffirm our Buy call.

Krungthai XSpring

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