European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<ul>
<li>At last, Covestro signed an Investment Agreement with ADNOC for an all-cash €62.00/share offer (same as June proposal), 54% premium to June 2023, €11.7 billion implied equity value.. </li>
<li>The offer represents 9.1x EV/Fwd NTM EBITDA (vs. peers at 8.3x), 7.4x 26e EBITDA and 1.8x P/BVPS. The share price implies 6.4% gross spread and 66% probability of deal completion.</li>
<li>The agreement is well-crafted and now has a strong likelihood of reaching a successful completion, although there is a lengthy period before completion and likely political opposition. Long.
</li>
</ul>


At last, Covestro signed an Investment Agreement with ADNOC for an all-cash €62.00/share offer (same as June proposal), 54% premium to June 2023, €11.7 billion implied equity value.. 
The offer represents 9.1x EV/Fwd NTM EBITDA (vs. peers at 8.3x), 7.4x 26e EBITDA and 1.8x P/BVPS. The share price implies 6.4% gross spread and 66% probability of deal completion.
The agreement is well-crafted and now has a strong likelihood of reaching a successful completion, although there is a lengthy period before completion and likely political opposition. Long.



<ul>
<li>On 24 June, <a href="https://www.smartkarma.com/entities/covestro-ag" target="_blank" data-smartkarma-citation="entities:21574:1" rel="noopener">Covestro AG (1COV GR)</a> confirmed it has decided to enter into concrete negotiations with ADNOC regarding a potential transaction at an indicative €62/share (9.6x EV/fwd NTM EBITDA).</li>
<li>Covestro is trading at 8x (vs. 6.5x median of peers). To justify €70/share (sought last December), Covestro should overdeliver, but analysts and market are somehow skeptical about that.</li>
<li>Considering a takeout price of €62, gross spread is 12.1% and the shares are pricing a 32.5% probability of deal completion.</li>
</ul>


On 24 June, Covestro AG (1COV GR) confirmed it has decided to enter into concrete negotiations with ADNOC regarding a potential transaction at an indicative €62/share (9.6x EV/fwd NTM EBITDA).
Covestro is trading at 8x (vs. 6.5x median of peers). To justify €70/share (sought last December), Covestro should overdeliver, but analysts and market are somehow skeptical about that.
Considering a takeout price of €62, gross spread is 12.1% and the shares are pricing a 32.5% probability of deal completion.


Adnoc/Covestro: Fresh Takeover Negotiations and Valuation Scenarios

<ul>
<li>
<a href="https://www.smartkarma.com/entities/covestro-ag" target="_blank" data-smartkarma-citation="entities:21574:1" rel="noopener">Covestro AG (1COV GR)</a> has been the subject of a potential takeover from ADNOC since Bloomberg reported on 20 June. The last reported potential offer is €60/share (c.€11.3 billion).</li>
<li>ADNOC could be willing to offer €64.5 (7.1x EV/EBITDA on mid-cycle €2,110 million EBITDA), but Covestro is rumoured to seek €70/share (typical chemicals 6x on €2,675 million EBITDA, likely demanding).</li>
<li>Considering a takeout price of €60, gross spread is 11.7% and the shares are pricing a 64% probability of deal completion. I'd be long at €53/share, as downside seems limited.</li>
</ul>



Covestro AG (1COV GR) has been the subject of a potential takeover from ADNOC since Bloomberg reported on 20 June. The last reported potential offer is €60/share (c.€11.3 billion).
ADNOC could be willing to offer €64.5 (7.1x EV/EBITDA on mid-cycle €2,110 million EBITDA), but Covestro is rumoured to seek €70/share (typical chemicals 6x on €2,675 million EBITDA, likely demanding).
Considering a takeout price of €60, gross spread is 11.7% and the shares are pricing a 64% probability of deal completion. I'd be long at €53/share, as downside seems limited.


Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Shin Kong Financial Holding / Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/taishin-financial-holding" target="_blank" data-smartkarma-citation="entities:715:1" rel="noopener">Taishin</a>'s bid clearly has governance/related party issues and a significant portion of the "non-Taishin" reps on the <a href="https://www.smartkarma.com/entities/shin-kong-financial-holding" target="_blank" data-smartkarma-citation="entities:15351:1" rel="noopener">Shin Kong</a> Board had issues. October 9th passage is not a done deal.</li>
<li>KKR's "bid" for <a href="https://www.smartkarma.com/entities/asm-pacific-technology-ltd" target="_blank" data-smartkarma-citation="entities:15061:1" rel="noopener">ASMPT (522 HK)</a> has all the hallmarks of the "approach" by PAG last year. Which came to nought. From a regulatory standpoint, it's unlikely to get up.</li>
<li>Never a dull moment for <a href="https://www.smartkarma.com/entities/korea-zinc-co-ltd" target="_blank" data-smartkarma-citation="entities:17944:1" rel="noopener">Korea Zinc (010130 KS)</a>. The Choi family makes Offers for KZ and <a href="https://www.smartkarma.com/entities/young-poong-precision-corp" target="_blank" data-smartkarma-citation="entities:16188:1" rel="noopener">Young Poong Precision (036560 KS)</a> (YPP). Then MBK counters for both.</li>
</ul>



Taishin's bid clearly has governance/related party issues and a significant portion of the "non-Taishin" reps on the Shin Kong Board had issues. October 9th passage is not a done deal.
KKR's "bid" for ASMPT (522 HK) has all the hallmarks of the "approach" by PAG last year. Which came to nought. From a regulatory standpoint, it's unlikely to get up.
Never a dull moment for Korea Zinc (010130 KS). The Choi family makes Offers for KZ and Young Poong Precision (036560 KS) (YPP). Then MBK counters for both.


Last Week in Event SPACE: Shin Kong/Taishin, ASMPT, Korea Zinc/Young Poong Precision, Sigma Health

Keisei Electric Railway Co / Event-Driven

<ul>
<li>No surprise: <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway (9009 JP)</a> shareholders voted down Palliser's proposal. If the vote was close, Palliser may ups its rhetorical game, and takes a harder stance.</li>
<li>Argyle failed to boot one <a href="https://www.smartkarma.com/entities/china-merchants-china-direct-investments" target="_blank" data-smartkarma-citation="entities:6862:1" rel="noopener">CMCDI (133 HK)</a> director. They'll next target the management agreement renewal; and agitate the company buy back 20% of shares outstanding at 90% of NAV.</li>
<li>The Offeror now has 90.16% in <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> - so this will get suspended at the close of the Offer.</li>
</ul>


No surprise: Keisei Electric Railway (9009 JP) shareholders voted down Palliser's proposal. If the vote was close, Palliser may ups its rhetorical game, and takes a harder stance.
Argyle failed to boot one CMCDI (133 HK) director. They'll next target the management agreement renewal; and agitate the company buy back 20% of shares outstanding at 90% of NAV.
The Offeror now has 90.16% in Great Eastern Holdings (GE SP) - so this will get suspended at the close of the Offer.


Last Week in Event SPACE: Keisei Electric, China Merchants, Great Eastern, Jardine Matheson/JCNC

Germany

Covestro AG manufactures polymers and high performance plastics.  The Company  manufactures, markets, and distributes coatings, adhesives, insulating materials, sealants,  polycarbonates, and polyurethanes. Covestro markets its products to industries including  automotive, construction, health, electronics, and medical engineering.

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Covestro AG (1COV GR)

ADNOC/Covestro: Fair Offer at €62

Covestro signs Investment Agreement with ADNOC for €62.00/share offer, representing a 54% premium and strong likelihood of successful completion...

Jesus Rodriguez Aguilar

Adnoc/Covestro: Fresh Takeover Negotiations and Valuation Scenarios

Covestro is trading at 8x (vs. 6.5x median of peers). To justify €70/share (sought last December), Covestro should overdeliver, but analysts and...

Jesus Rodriguez Aguilar

ADNOC/Covestro: Bargaining On

Covestro AG is potentially being taken over by ADNOC, with a potential offer of €60/share. Covestro is rumored to be seeking €70/share. The shares...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Shin Kong/Taishin, ASMPT, Korea Zinc/Young Poong Precision, Sigma Health

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

Last Week in Event SPACE: Keisei Electric, China Merchants, Great Eastern, Jardine Matheson/JCNC

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

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ADNOC/Covestro: Fair Offer at €62

​Covestro signs Investment Agreement with ADNOC for €62.00/share offer, representing a 54% premium and strong likelihood of successful completion...

Jesus Rodriguez Aguilar

Adnoc/Covestro: Fresh Takeover Negotiations and Valuation Scenarios

Covestro is trading at 8x (vs. 6.5x median of peers). To justify €70/share (sought last December), Covestro should overdeliver, but analysts and...

Jesus Rodriguez Aguilar

ADNOC/Covestro: Bargaining On

​Covestro AG is potentially being taken over by ADNOC, with a potential offer of €60/share. Covestro is rumored to be seeking €70/share. The shares...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Shin Kong/Taishin, ASMPT, Korea Zinc/Young Poong Precision, Sigma Health

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

Last Week in Event SPACE: Keisei Electric, China Merchants, Great Eastern, Jardine Matheson/JCNC

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

Covestro signs Investment Agreement with ADNOC for €62.00/share offer, representing a 54% premium and strong likelihood of successful completion...

Covestro AG is potentially being taken over by ADNOC, with a potential offer of €60/share. Covestro is rumored to be seeking €70/share. The shares...