Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Hollysys Automation Technologies / Event-Driven

<ul>
<li>On the 26th January, proxy advisor Glass Lewis issued a report recommending <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys (HOLI US)</a> shareholders vote against Ascendent's merger. Two days later, ISS issued a similar opinion.  </li>
<li>Both reports targeted HOLI's efforts to maximize an Offer price. Elsewhere, some salient points were raised. But overall, there exists an air of naivety in their conclusions.</li>
<li>HOLI's EGM is scheduled for February 8th. The merger consideration of US$26.50/share is in line with, or above, the estimated values of Deutsche Bank's fairness opinion.</li>
</ul>


On the 26th January, proxy advisor Glass Lewis issued a report recommending Hollysys (HOLI US) shareholders vote against Ascendent's merger. Two days later, ISS issued a similar opinion.  
Both reports targeted HOLI's efforts to maximize an Offer price. Elsewhere, some salient points were raised. But overall, there exists an air of naivety in their conclusions.
HOLI's EGM is scheduled for February 8th. The merger consideration of US$26.50/share is in line with, or above, the estimated values of Deutsche Bank's fairness opinion.


Hollysys (HOLI US): Critiquing ISS & Glass Lewis' Critiques

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.

<ul>
<li>Bloomberg <a href="https://au.finance.yahoo.com/news/glass-lewis-tells-hollysys-shareholders-092020273.html" target="_blank" rel="noopener">reports</a> that Glass Lewis has recommended <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a> shareholders vote against Ascendent Capital’s US$26.50 offer on 8 February.</li>
<li>Glass Lewis notes that Hollysys could fetch “potentially materially greater value” from other bidders. Glass Lewis seems to ignore that Dazheng failed to demonstrate that it could complete its offer.</li>
<li>Despite Glass Lewis’s recommendation, the vote will likely get up. At the last close, the gross/annualised spread for an end-March close is 4.5%/28.0%.</li>
</ul>


Bloomberg reports that Glass Lewis has recommended Hollysys Automation Technologies (HOLI US) shareholders vote against Ascendent Capital’s US$26.50 offer on 8 February.
Glass Lewis notes that Hollysys could fetch “potentially materially greater value” from other bidders. Glass Lewis seems to ignore that Dazheng failed to demonstrate that it could complete its offer.
Despite Glass Lewis’s recommendation, the vote will likely get up. At the last close, the gross/annualised spread for an end-March close is 4.5%/28.0%.


Hollysys (HOLI US): Glass Lewis Says to Vote NO. Should You Listen?

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a> has <a href="https://app.quotemedia.com/data/downloadFiling?webmasterId=101533&amp;ref=317971425&amp;type=PDF&amp;symbol=HOLI&amp;cdn=0e2d131620eff2ab7ed1d90ed671859e&amp;companyName=Hollysys+Automation+Technologies+Ltd.&amp;formType=6-K&amp;dateFiled=2024-01-05" target="_blank" rel="noopener">announced</a> that an EGM is scheduled for February 8th to vote on the merger agreement with Ascendent Capital Partners. </li>
<li>The Offer price remains at US$26.50/ADS. The shareholder approval required is simple majority. Regulatory approvals include NDRC, MoC and SAFE. Maybe a national security review.</li>
<li>And the Dazheng consortium? Apparently insufficient information as to its financing sources and consortium structure ruled it out. Separately, the SGM to spill the board has now been called off. </li>
</ul>



Hollysys Automation Technologies (HOLI US) has announced that an EGM is scheduled for February 8th to vote on the merger agreement with Ascendent Capital Partners. 
The Offer price remains at US$26.50/ADS. The shareholder approval required is simple majority. Regulatory approvals include NDRC, MoC and SAFE. Maybe a national security review.
And the Dazheng consortium? Apparently insufficient information as to its financing sources and consortium structure ruled it out. Separately, the SGM to spill the board has now been called off. 


Hollysys (HOLI US): 8th Feb Shareholder Vote. Dazheng Fails The Sniff Test

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a> shareholders vote on Ascendent’s US$26.50 offer on 8 February. The special meeting will not be held as the 30% shareholding threshold is no longer satisfied.</li>
<li>The proxy statement shows that despite Dazheng Consoritum’s competing public campaign, it has withdrawn its court injunction and has struggled to provide proof of financing.</li>
<li>The proxy statement suggests that the special committee ran a fair process. While shareholders should approve Ascendent's offer, the 0.2% gross spread indicates an unfavourable risk/reward profile.</li>
</ul>



Hollysys Automation Technologies (HOLI US) shareholders vote on Ascendent’s US$26.50 offer on 8 February. The special meeting will not be held as the 30% shareholding threshold is no longer satisfied.
The proxy statement shows that despite Dazheng Consoritum’s competing public campaign, it has withdrawn its court injunction and has struggled to provide proof of financing.
The proxy statement suggests that the special committee ran a fair process. While shareholders should approve Ascendent's offer, the 0.2% gross spread indicates an unfavourable risk/reward profile.


Hollysys (HOLI US): Vote on 8 February as Hopes of a Rival Offer Fade

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

<ul>
<li>PCAOB officials concluded their Hong Kong visit last month and PCAOB is due to announce its annual judgment on whether it had adequate access to US listed China companies.</li>
<li>The Hong Kong visit was on the back of the 26th Aug 2022 announcement by PCAOB and CSRC that they had entered into an agreement with US authorities for access.</li>
<li>In this note, we'll talk about the latest developments, possible outcomes and implications.</li>
</ul>


PCAOB officials concluded their Hong Kong visit last month and PCAOB is due to announce its annual judgment on whether it had adequate access to US listed China companies.
The Hong Kong visit was on the back of the 26th Aug 2022 announcement by PCAOB and CSRC that they had entered into an agreement with US authorities for access.
In this note, we'll talk about the latest developments, possible outcomes and implications.


China ADRs Delisting - Friday Could Be Judgment Day for over US$800bn Mcap of Stocks

United States

CTS Corporation designs and manufactures electronic components and sensors to original equipment manufacturers in the automotive, communications, medical, defense and aerospace, industrial and computer markets.

PC Connection, Inc. is a direct marketer of personal computers and related peripherals, software, accessories, and networking products. The Company sells to small and medium-sized businesses. PC Connection carries high turnover products in inventory, and in addition provides customer service and technical support.

Benchmark Electronics, Inc. provides contract electronics manufacturing and design services.  The Company serves original equipment manufacturers of medical devices, industrial control equipment, testing and instrumentation products, and telecommunications equipment.  Benchmark also offers product design, printed circuit board layout, prototyping and test development services.

Knowles Corporation designs and manufactures advanced acoustic components. The Company produces components for hearing aids and surface mount microphones for cell phones and consumer electronics. Knowles offers its products around the world.

Arlo Technologies, Inc. provides software solutions. The Company offers cloud-based platform with a variety of connected devices such as security cameras. Arlo Technologies serves customers in the United States.

TTM Technologies, Inc. is an independent provider of time-critical, one-stop manufacturing services for printed circuit boards.  The circuit boards serve as a foundation for electronic products such as routers, switches, servers, memory modules, and cellular base stations. The Company's customers include original equipment manufacturers and electronic manufacturing services companies.

ePlus inc. provides IT hardware, software and services. The Company offers IT solutions for data center, cloud computing, security, managed and professional services, lease financing, proprietary software, and other related products. ePlus focuses on serving the middle market and larger commercial enterprises as well as state and local governments.

Rogers Corporation manufactures and markets specialty materials and components for applications in the communications, computer, imaging, consumer, and transportation markets.  The Company's products include elastomers, high frequency circuit materials, flexible circuit materials, molding materials, and composite materials.  Rogers sells its products around the world.

ScanSource, Inc. is a value-added wholesale distributor of specialty technology products to the reseller market.  The Company provides automatic identification and point-of-sale products, as well as telephony and computer telephony integration products. ScanSource distributes its products in the United States and internationally.

OSI Systems, Inc. produces medical monitoring and anesthesia systems; security and inspection systems; and lasers, optics, and optoelectronic components.  The Company's products include blood pressure monitors, anesthesia machines and hemoglobin saturation monitors; systems for inspecting baggage, people, and vehicles; and lasers, lenses, prisms, and microelectronic components.

Topcorn Corporation manufactures and sells measuring equipment and medical equipment primarily for ophthalmologist use. The Company also manufactures industrial products including projectors and optical devices.

KCE Electronics Public Company Limited and its subsidiaries manufacture and export single-layered, multi-layered, and double-sided printed circuit boards (PCBs) under its KCE trademark.  Multi-layered PCBs are used mainly in high technology equipment and high precision instruments.  Double-sided PCBs are used largely in telecommunication and computing equipment.

Nippon Electric Glass Co., Ltd. manufactures a wide range of glass related products.  The Company's products include fluorescent light tubes, lenses for light-emitting diodes (LEDs), ceramic integrated circuits (IC) packages, bulbs for cathode ray tube (CRT) displays, and precision sheet glass for liquid crystal displays (LCDs).

Chengdu Santai Holding Group Co., Ltd. is a manufacturer and solutions provider in the security industry. The Company's products include QMS, note management systems, DVR, monitoring solutions, face identification, and fingerprint identification.

Wuhu Token Science Co., Ltd. researches, produces and sells vacuum thin film material for flat panel displays.  The Company's products are liquid crystal display conductive film glass, touch-screen conductive film glass, and mobile phone panel material.

Codan Limited develops rugged and electronics solutions for international government, corporate, NGO and consumer markets. The company's line of business includes provision of radio communications, metal detection and tracking solutions.

Shenzhen Topband Co., Ltd. researches, manufactures and markets electronic intelligent controllers for electric household appliances.

Lotte Energy Materials Corporation manufactures and distributes electric foils. The Company produces printed circuit board and lithium ion secondary batteries elecfoil, electrolytic and epoxy copper foil, electrolytic capacitor aluminum foil, and other related products. Lotte Energy Materials also offers energy and glass and window construction services.

Beijing Zhongke Sanhuan High-Tech Co., Ltd. develops and manufactures rare earth permanent magnetic materials and products.  The Company's main product is neodymium iron boron magnetic materials.

Beijing Zhong Ke San Huan Hi Tech (000970 CH)

Amano Corporation manufactures electric time recorders and information systems. The Company also produces time stamps and parking lot traffic and fee collection management systems.  The Company produces environment related systems such as dust collectors, air filters, and gas/water cleaning equipment.

Hollysys Automation Technologies Ltd. manufactures automation and control systems.  The Company produces process, industrial, rail and subway, and nuclear power plant automation equipment.

Hollysys Automation Technologies (HOLI US)

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

Hollysys Automation Technologies (HOLI US)

Hollysys (HOLI US): Critiquing ISS & Glass Lewis' Critiques

HOLI is cheap, not only at US$26.50, but also US$29/share. That's all known. I'd take a firm Offer at US$26.50. So would fatigued shareholders.

David Blennerhassett

Hollysys (HOLI US): Glass Lewis Says to Vote NO. Should You Listen?

ISS also recommends voting against the offer - “Given the questionable effort to maximize price, the unreasonably high standard to which...

Arun George

Hollysys (HOLI US): 8th Feb Shareholder Vote. Dazheng Fails The Sniff Test

Some thoughts after Norges announced a 7.49% stake on the 12 Jan. Norges disclosed its position with a 13G filing, which typically means the...

David Blennerhassett

Hollysys (HOLI US): Vote on 8 February as Hopes of a Rival Offer Fade

The vote should get up due to shareholder fatigue, Dazheng’s foot-dragging, a withdrawn injunction and no special meeting. With shares trading...

Arun George

China ADRs Delisting - Friday Could Be Judgment Day for over US$800bn Mcap of Stocks

PCAOB officials concluded their Hong Kong visit last month and PCAOB is due to announce its annual judgment on whether it had adequate access to US...

Sumeet Singh

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)