Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>Last Week in Event <strong>SPACE</strong> ...</p>
</div>
<div>
<ul>
<li>Reportedly <strong><a href="https://www.smartkarma.com/entities/faw-car-company-limited-a" target="_blank" data-smartkarma-citation="entities:6497:1" rel="noopener">Faw Car Company Limited A (000800 CH)</a></strong> is allegedly jostling to take a turn at the wheel of <strong><a href="https://www.smartkarma.com/entities/brilliance-china-automotive" target="_blank" data-smartkarma-citation="entities:469:1" rel="noopener">Brilliance China Automotive (1114 HK)</a></strong>.</li>
<li>
<strong><a href="https://www.smartkarma.com/entities/harmonic-drive-systems-inc" target="_blank" data-smartkarma-citation="entities:10238:1" rel="noopener">Harmonic Drive Systems (6324 JP)</a></strong> is now an overpriced stock with a supply overhang. The hope of a <strong><a href="https://www.smartkarma.com/entities/nabtesco-corp" target="_blank" data-smartkarma-citation="entities:13176:1" rel="noopener">Nabtesco Corp (6268 JP)</a></strong> event is now gone.</li>
<li>Whoever takes control of <a href="https://www.smartkarma.com/entities/sawada-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:7311:1" rel="noopener"><strong>Sawada Holdings (8699 JP</strong>)</a> is going to see the bulk of its major asset liquidated. Buy this stock with both hands at ¥760/share.</li>
<li>
<p>Murakami-affiliated bidder City Index Eleventh has launched an overbid for <strong><a href="https://www.smartkarma.com/entities/japan-asia-group-ltd" target="_blank" data-smartkarma-citation="entities:12428:1" rel="noopener">Japan Asia (3751 JP)</a></strong> at ¥1,210/share. The explanation is an eye-opener, and the strategy is very well done.</p>
</li>
<li>Ahead of the three-year anniversary lock-up expiring next month, enabling <strong><a href="https://www.smartkarma.com/entities/prosus-nv" target="_blank" data-smartkarma-citation="entities:28104:1" rel="noopener">Prosus (PRX NA)</a></strong>/<strong><a href="https://www.smartkarma.com/entities/naspers-ltd" target="_blank" data-smartkarma-citation="entities:21085:1" rel="noopener">Naspers (NPN SJ)</a></strong> to sell more shares of <strong><a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a></strong>,  Naspers' look-thru discount of 55% compares with 34% at the time of the Prosus spin-off in September 2019. </li>
</ul>
</div>
<div>
<ul>
<li>Plus, other events, CCASS movements and Mood Spins.</li>
</ul>
</div>
<p><em>(This insight covers specific insights &amp; comments involving <strong>S</strong>tubs, <strong>P</strong>airs, <strong>A</strong>rbitrage, share <strong>C</strong>lassifications, and <strong>E</strong>vents - or <strong>SPACE</strong> - in the past week)</em></p>


Last Week in Event SPACE ...



Reportedly Faw Car Company Limited A (000800 CH) is allegedly jostling to take a turn at the wheel of Brilliance China Automotive (1114 HK).

Harmonic Drive Systems (6324 JP) is now an overpriced stock with a supply overhang. The hope of a Nabtesco Corp (6268 JP) event is now gone.
Whoever takes control of Sawada Holdings (8699 JP) is going to see the bulk of its major asset liquidated. Buy this stock with both hands at ¥760/share.

Murakami-affiliated bidder City Index Eleventh has launched an overbid for Japan Asia (3751 JP) at ¥1,210/share. The explanation is an eye-opener, and the strategy is very well done.

Ahead of the three-year anniversary lock-up expiring next month, enabling Prosus (PRX NA)/Naspers (NPN SJ) to sell more shares of Tencent Holdings (700 HK),  Naspers' look-thru discount of 55% compares with 34% at the time of the Prosus spin-off in September 2019. 




Plus, other events, CCASS movements and Mood Spins.


(This insight covers specific insights &amp; comments involving Stubs, Pairs, Arbitrage, share Classifications, and Events - or SPACE - in the past week)

Last Week in Event SPACE: Brilliance China, Harmonic Drive, Sawada, Japan Asia, Naspers/Tencent

China Traditional Chinese Medicine / Event-Driven



For the month of January, 22 new deals were discussed on Smartkarma with an overall announced deal size of ~US$52bn.


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




Bingo Industries (BIN AU) 
Waste collection
1.8
Scheme
19.8%



Bingo Industries (ASX: BIN): Talking Trash
Bingo Industries (BIN AU): CPE/MIRA's Scavenger Hunt




Hong Kong




China Machinery Engineering (1829 HK) 
Construction
0.4
Merger by Absorption
45.1%



China Machinery Engineering (1829 HK): Possible Offer
China Machinery Engineering (1829 HK): Delisting Offer From Parent




Polytec Asset Holdings (208 HK) 
Real Estate
0.4
Scheme
61.3%


Polytec Asset (208 HK): Offer By Way Of A Scheme



HKC Holdings (190 HK) 
Holding Co.
0.2
Scheme
120.39%



China Renewable Energy (987 HK): Possible Privatisation Offer
HKC (190 HK): Take-Private Offer By Way Of A Scheme




New Century REIT (1275 HK) 
Hospitality
0.25
Scheme-like
14.3%


New Century (1275 HK): Closing Down Sale



Rivera Holdings (281 HK) 
Real estate
0.1
Scheme
62.5%


Rivera (281 HK): Scheme Or Face Delisting



China Traditional Chinese (570 HK) 
TCM
3.0
??
??


Trad Chi Med (570 HK): Sinopharm's Feverish Proposal



Zhejiang New Century Hotel (1158 HK) 
Hospitality
0.65
Merger by Absorption
24.7%


Zhejiang New Century (1158 HK): Pre-Conditional Offer



Zhuhai Holdings Investment (908 HK) 
Ports
0.2
Scheme
37.8%


Zhuhai Holdings (908 HK): Zhuhai SASAC Reloads With Scheme Offer



India




Engineers India (ENGR IN) 
Engineering
0.1
Buyback tender
10%


Hefty Engineers India Buyback Tender - Worth The Arb If You Own



Japan




Tokyo Rope Mfg (5981 JP) 
Wire rope
0.2
Partial
39%



Nippon Steel's HOSTILE Partial Tender Offer for Tokyo Rope: A Move to Mark Territory?
New Money for Old Rope? Gaming Out A Hostile Partial Offer on Tokyo Rope (5981)




Singapore




CEI Limited (CEI SP) 
Electronics
0.1
VGO
16.2%


CEI Limited (CEI SP): Privatization Deal by AEM Holdings (AEM SP) Trading with a View to Complete



GL Ltd (GLL SP) 
Hospitality
0.2
VGO
25.0%


GL Limited (GLL SP): Privatisation Offer Renews Interest In Guoco



Penguin International (PBS SP) 
Boat builder
0.1
VGO
30%


Penguin International (PBS SP): Friendly Privatization Deal Might Need A Bump



Europe




CA Immobilien Anlagen AG (CAI AV) 
Real estate
3.8
Offer
16.9%


CA Immo - Starwood: Mandatory Offer



Carrefour SA (CA FP) 
Convenience
20.0
Merger
29.3%


Carrefour - Alimentation Couche-Tard Non-Binding Offer



Enlabs AB (NLAB SS) 
Sports betting
0.3
Offer
1.1%


Enlabs - Entain Beefing Up



Entain (ENT LN) 
Entertainment
11.0
Offer
22%


MGM's Prospective Offer for Entain



Liberbank SA (LBK SM) 
Financing
0.9
Merger



Liberbank - Unicaja Agreed Merger



Naturgy Energy Group SA (NTGY SM) 
Energy
6.0
Partial offer
20%


IFM Investors to Launch a Partial Hostile Tender Offer for Naturgy



Handicare Group AB (HANDI SS) 
Medi aid
0.4
Offer
22.0%


Handicare - Savaria: Recommended Offer



Tikkurila Oyj (TIK1V FH) 
Paints
1.7
Offer
84.5%


Akzo Nobel Tops PPG's Offer for Tikkurila


Source: Smartkarma Insights




The average premium for the new deals announced (or first discussed) in January was ~35%. This compared to the average premium in 2020 and 2019 of 31% and 31.5% respectively. 




Summary of News in January 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) 

21-Jan: Non-binding term sheet entered into




amaysim Australia (AYS AU) 

18-Jan:
WAM Capital Ltd (WAM AU) has bumped its Offer for amaysim Australia (AYS AU) to 1 new WAM share for every 2.675 AYS share; or A$0.70/share cash per share, from 1 new WAM share for every 2.7 AYS share; or A$0.695/share cash per share. AYS' largest shareholder, Longfrist with 19.19%, supports WAM's Offer.




Asaleo Care Ltd (AHY AU) 

27-Jan: Independent board rejects non-binding proposal




Cardinal Resources (CDV AU) 

27-Jan: Shandong to compulsory acquire shares. Shares to be cease trading on the 3 Feb




Coca Cola Amatil (CCL AU) 

6-Jan: Coca-Cola Amatil Takeover Offer: A Bump Forthcoming?




Link Administration Holdings (LNK AU) 

3-Jan: SS&amp;C withdraws proposal for Link Administration Holdings (LNK AU).




Regis Healthcare (REG AU) 

20-Jan Washington H. Soul Pattinson and Co. (SOL AU)withdraws




Think Childcare (TNK AU) 

20-Jan: Think Childcare (TNK AU): Bigger Bid by Busy Bees




Vitalharvest Freehold Trust (VTH AU) 

No January update




WPP PLC (WPP LN) 

No January update










Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Jingneng Clean Energy (579 HK) 

31-Dec: Beijing Jingneng (579 HK): Doc Out. IFA Says Fair &amp; Reasonable
11-Jan: As expected, SAIF (6.13% of total issued H  shares, and 11.53% of independent H shares; and Goldwind (2.83% &amp; 5.32% respectively) have given letters of intent to support the Offer. 
25-Jan:Quiddity M&amp;A : A Guide To Mergers By Absorption




Car Inc (699 HK) 

7-Jan: Car Inc (699 HK):  Are We Missing Anything?
26-Jan: Car Inc (699 HK):  No, We Are Not Missing Anything




China Logistics Property Holdings (1589 HK) 

18-Jan: Bloomberg is reporting that Blackstone Group Inc., ESR Cayman Ltd., and JD Logistics Inc. are among bidders for control of China Logistics Property Holdings (1589 HK). Meituan (3690 HK) is also reportedly in the mix.




Cowell E Holdings (1415 HK) 

1-Jan: Cowell E Holdings (1415 HK) delays the dispatch of the Composite Doc to the 22 January. 
15-Jan: Doc issued. Fist close is the 5 Feb




Huifu Payment Limited (1806 HK) 

27-Jan: Huifu Payment (1806 HK): Scheme Doc Out. IFA Says Fair




I.T Ltd (999 HK) 

20-Jan: Pre-cons satisfied. 




Shanghai Prime Machinery H (2345 HK) 

11-Jan: Shanghai Prime Machinery H (2345 HK) shareholders approved the merger. 12 Jan was the last day of trading. 




SHK Hong Kong Industries (666 HK) 

No January update




Tonly Electronics Holdings (1249 HK) 

29-Jan: Tonly Electronics (1249 HK): Scheme Doc Out. IFA Says Fair




China Zhongdi Dairy (1492 HK) 

18-Jan:  Zhongdi Dairy (1492 HK): Doc Out. Compulsory Acquisition Afforded










India


Comments (with links to insights)




Allcargo Logistics (AGLL IN) 

No January update




INEOS Styrolution India Limited (INEOS IN) 

No January update




Vedanta Ltd (VEDL IN) 

11-Jan: Vedanta (VEDL IN) Promoter To Launch an Open Offer To Buy More










Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
No January update



Honshu Chemical Industry (4115 JP) 

No January update




Japan Asia (3751 JP) 

11-Dec: City Index Eleventh is now 14.91% of the register at Japan Asia (3751 JP).
18-Jan: Murakami Fund's Tender for JAG (3751):  May Be Rangebound Near-Term
26-Jan: Japan Asia Group (3751): Murakami Wins the Mother Of All Bumps +100% 




Joban Kaihatsu (1782 JP) 

4-Jan: Black Clover today reported they owned 12.29% of Joban Kaihatsu (1782 JP) 
23-Jan: Joban Kaihatsu MBO Price Bumped, Tender Extended: Still Not Rolling In Clover




Keihanshin Building (8818 JP) 

13-Jan Tender offer fails. Funny that. 




Kenedix Inc (4321 JP) 

9-Jan: Kenedix Inc (4321 JP) reported  that SMFL MIrai Partners had completed the Tender Offer for Kenedix shares and ended up with 62.35%
12-Jan: FTSE announced today that it would reduce the weight of Kenedix Inc (4321 JP) in its index from 97.7309% to 34.90958490918% while keeping the share count unchanged at 218,917,200 shares. The change takes place at the close of business on the 14th of January




Medical &amp; Biological Laboratories (4557 JP) 

Delisted 13 January




Pressance Corp (3254 JP) 

17-Jan: Pressance Partial Tender - Almost EVERYONE Tendered




Softbrain (4779 JP) 

Delisted on Jan 19




Tokyo Dome Corp (9681 JP) 

19-Jan: Mitsui Fudosan (8801 JP) announced the results of its Tender Offer for Tokyo Dome Corp (9681 JP). That will trigger an EGM and a resulting squeezeout.  It will also trigger a FTSE and MSCI downweight.




Toa Oil Co Ltd (5008 JP) 

13-Jan: Toa Oil (5008) Tender Offer Update - Looks Bumpity
14-Jan: Cornwall Capital announced it had increased its position in Toa Oil Co Ltd (5008 JP) from 20.86% (as of the last report) to 21.89% (as of the 6th of January). 
28-Jan: Cornwall Capital announced it had increased its position to 22.98%










Malaysia


Comments (with links to insights)




Batu Kawan Bhd (BAK MK) 

No January update




FGV Holdings Bhd (FGV MK) 

26-Jan: FGV (FGB MK): IFA Says Offer Not Fair








New Zealand


Comments (with links to insights and announcements)




Infratil Ltd (IFT NZ) 

28-Jan: Announced a strategic review of 51%-held Trustpower Ltd (TPW NZ) 








Philippines


Comments (with links to insights and announcements)




Lopez Holdings (LPZ PM) 

21-Jan: Tender Offer report despatched. Closing date is the 19 Feb,










Singapore


Comments 




Hi P International (HIP SP) 

No January update




Soilbuild Business Space REIT (SBREIT SP) 

24-Jan: First court hearing to be held on the 8 Feb.








Taiwan


Comments (with links to insights)




Jih Sun Financial (5820 TT) 

6-Jan: Fubon Financial Offer for Jih Sun Gets Even Weirder
7-Jan: Taiwanese news agency CNA has said that the FSC is investigating whether or not Capital Target Limited and its Responsible Officer Derek MD Chen (who I had believed to be the Responsible Person) is indeed the controller of Capital Target Limited.




Thinflex Corp (3144 TT) 

Tender Offer was completed, 100% pro-ration. (Japanese)













Europe/UK


Comments (with links to announcements and insights)




Altice NV A (ATC NA) 


22-Jan: Offer declared unconditional




Calisen PLC (1779730D LN) 


18-Jan: Sche doc issued




Entra ASA (ENTRA NO) 

No January update




KAZ Minerals (KAZ LN) 

25-Jan:  KAZ Minerals




Siltronic AG (WAF GR) 

25-Jan: GlobalWafers Ups Offer for Siltronic




Recipharm AB (RECIB SS) 
28-Jan: Roar bumps Offer



RSA Insurance (RSA LN) 
No January update



Tele Columbus AG (TC1 GR) 
No January update



Veolia Environnement SA (VIE FP) 
11-Jan: Veolia Steps up Pressure on Suez







For the month of December, 19 new deals were discussed on Smartkarma with an overall announced deal size of ~US$14bn.


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




Asaleo Care Ltd (AHY AU) 
Toiletries
0.3
Possible Scheme
24.7%


Asaleo (ASX: AHY)/Essity: Bottom Feeders







amaysim Australia (AYS AU) 
Mobile operator
0.2
Off-market takeover




Amaysim/WAM: A Question Of Franking Credits
Amaysim (AYS AU): A WAM RAM Stoush




WPP AUNZ (WPP AU) 
Marketing
0.1
Scheme
71%



WPP AUNZ: Mad Men At Work WPP AUNZ: More Mad Men At Work







Hong Kong




China Logistics Property (1589 HK) 
Logistics

Possible Offer



China Logistics (1589 HK): Possible Offer As Major Shareholders Seek Exit



Cowell E Holdings (1415 HK) 
Parts supplier
0.6
Possible MGO
2.98%


Cowell (1415 HK): "Maintain Listing" MGO



Huifu Payment Limited (1806 HK) 
Service provider
0.1
Scheme
26.8%



Huifu Payment (1806 HK): Scheme Offer
Huifu Payment (1806 HK): Early Withdrawal?




I.T Ltd (999 HK) 
Fashion
0.2
Scheme
54.6%


I.T. (999 HK): Management/CVC-Led Offer



SHK Hong Kong Industries (666 HK) 
Securities
0.1
Scheme
50.0%


SHK (666 HK): Allied Group Further Cleans House With Scheme Offer






Japan




Toa Oil Co Ltd (5008 JP) 
Refiner
0.2
Tender Offer
23%


Idemitsu Launches Lowball Tender Offer for Subsidiary Toa Oil (5008)










Malaysia




FGV Holdings Bhd (FGV MK) 
Palm Plantation
0.6
MTO
2.4%



FGV Holdings: Reading the Palm Fronds
FGV Holdings: Low-Ball MTO Triggered











New Zealand




Infratil Ltd (IFT NZ) 
Utilities
3.8
Possible Scheme
22.2%


Infratil (IFT NZ): Big Super's Infrastructure Grab






Philippines




Lopez Holdings (LPZ PM) 
Utilities
0.2
Vol. delisting
25%


Lopez Holdings (LPZ PM): Reverse Voluntary Delisting










Singapore




Hi P International (HIP SP) 
Manufacturing
0.2
Unconditional Offer
13.6%


Hi-P International: Unconditional Offer



Soilbuild Business Space REIT (SBREIT SP) 
REIT
0.4
Scheme



Soilbuild REIT: Offer From Blackstone/Lim Family










Taiwan




Jih Sun Financial (5820 TT) 
Finance
1.8
Tender Offer
18.7%


Fubon Financial Tender Offer for Jih Sun Financial



Thinflex Corp (3144 TT) 
Manufacturing
0.1
Partial Offer
7.15%


Arisawa (5208 JP) Partial Tender for ThinFlex (3144 TT)










Europe




Calisen PLC (1779730D LN) 
Energy
1.9
Cash Offer
26.3%


Recommended Private Equity Cash Offer



Recipharm AB (RECIB SS) 
Pharmaceuticals
2.8
Mandatory Offer
22.9%


Recipharm-EQT Takeout



Tele Columbus AG (TC1 GR) 
Fibre networks
0.5
Voluntary Offer
41.3%


Tele Columbus AG - Morgan Stanley Infrastructure Agreed Bid


Source: Smartkarma Insights 




The average premium for the new deals announced (or first discussed) in December was ~27% and the YTD average premium for all deals discussed on Smartkarma (158 all-in) is ~31%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was, coincidentally, 31.5%.


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 December 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 December update




Cardinal Resources (CDV AU) 

23-Dec: Cardinal Resources: Shandong's Indicative Bump
24-Dec: Cardinal Resources (CDV AU). Exit Nord Gold, Enter Dongshan.




Coca Cola Amatil (CCL AU) 

No December update




DWS Ltd (DWS AU) 

24-Dec: Scheme effective




Link Administration Holdings (LNK AU) 

7-Dec: Link Admin (LNK AU): SS&amp;C Trumps PEP/Carlyle




Northern Star Resources (NST AU) 

10-Dec: Scheme book registered with ASIC for the Saracen Mineral Holdings (SAR AU) / Northern Star Resources (NST AU) merger. IFA says fair &amp; reasonable.




Regis Healthcare (REG AU) 

No December update




Think Childcare (TNK AU) 

No December update




Village Roadshow (VRL AU) 

4-Dec: BGH declares Offer for Village Roadshow (VRL AU) "best and final".   7-Dec: Both resolutions passed - 83.71% for Structure A and 84.95% for Structure B. Trading in Village Roadshow (VRL AU) to be suspended at the close of trading on the 16 December. 




Vitalharvest Freehold Trust (VTH AU) 

No December update











Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Jingneng Clean Energy (579 HK) 

8-Dec: Beijing Jingneng Clean Energy (579 HK)'s composite doc delayed, as expected, to 31 Dec (on or before), from 8 Dec.
31-Dec: Composite doc is now out. THe H share class meeting is the 19 Feb. IFA says fair &amp; reasonable. 




Car Inc (699 HK) 
4-Dec: Car Inc (699 HK) has delayed the despatch of its Composite Doc to "within 7 days of fulfilment of the Pre-Conditions or 21 May 2021 (being 7 days following the No December update



CIMC-TianDa Holdings (445 HK) 
24-Dec: Scheme approved




Haier Electronics Group Co (1169 HK) 

10-Dec: StubWorld: Last Roll Of The Dice For Haier




Hengxing Gold Holding (2303 HK) 

22-Dec: Scheme Document has now been issued. The EGM is the 13 January. First day of dealing in the new SDGM H shares is the 5 February. IFA says fair &amp; reasonable.




Shanghai Prime Machinery H (2345 HK) 

5-Dec: Pre-cons fulfilled for the Shanghai Prime Machinery H (2345 HK) Offer. Composite Doc to be despatched on or before the 11 December. 
10-Dec: Offer doc despatched.




Sun Art Retail (6808 HK) 

18-Dec: The MGO for Sun Art Retail (6808 HK) has closed with Alibaba holding 83.37%. The free float has fallen to 15.8159%. Alibaba will take steps to restore the float. Shares will continue to trade. 












India


Comments (with links to insights)




Allcargo Logistics (AGLL IN) 

No December update




Hexaware Technologies (HEXW IN) 

No December update




INEOS Styrolution India Limited (INEOS IN) 

2-Dec: INEOS Styrolution India Limited (INEOS IN) has been on a tear since just before earnings on 10 November.  The stock is up nearly 40% since the beginning of November.  Standalone net profit rose 262%yoy in the quarter to Rs 35.84 crore. Sales were down 10%yoy to Rs 394.58 crore.











Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
No December update



Honshu Chemical Industry (4115 JP) 

No December update




Imasen Electric Industrial (7266 JP) 

9-Dec: The results of the Imasen Electric Industrial (7266 JP) Tender Offer have been announced. 7.161mm shares were tendered against a 5.209mm share buy which means a 72.75% pro-ration. 




Japan Asia (3751 JP) 

11-Dec: City Index Eleventh is now 14.91% of the register at Japan Asia (3751 JP).




Joban Kaihatsu (1782 JP) 

25-Dec: The bidder for Joban Kaihatsu (1782 JP) announced a change in the end date for the Tender Offer, changing the end date from 28 December 2020 to 25 January 2021.  28-Dec: Today Black Clover Limited reported that they had increased their position in Joban Kaihatsu (1782 JP) to 10.97%. 




Kansai Mirai Financial (7321 JP) 

10-Dec: The Tender Offer for Kansai Mirai Financial (7321 JP), interestingly, ended up gaining more shares tendered than the minimum. 34.44mm showed up. The pro-ration is 100% so no issues there, but it likely means other cross-holders decided to take the cash.




Keihanshin Building (8818 JP) 

17-Dec:  UGS and Strategic extended their partial tender offer for Keihanshin Building (8818 JP) from 17 Dec 2020 to 12 Jan 2021. It is not clear why - if the shares fall a bit, they could get hit, otherwise this is destined to be unsuccessful. 




Kenedix Inc (4321 JP) 

7-Dec: Fidelity was a 9+% holder of Kenedix Inc (4321 JP)  prior to the Tender Offer being launched and today reported that they are a 0.92% holder triggered by a change effective on 30 November.




Medical &amp; Biological Laboratories (4557 JP) 

No December update




NTT Docomo Inc (9437 JP) 

2-Dec: The NTT Docomo Inc (9437 JP) selldown for TOPIX was expected to be 30-33mm shares. We saw 34.8mm shares on the day which is about 26-28mm shares more than normal. That should be the last of the Docomo selling by passive. From now until month-end it is basically just the residual and arbs selling to each other.




Shimachu Co Ltd (8184 JP) 

11-Dec: It appears that DCM Holdings (3050 JP) has not extended the Tender Offer for Shimachu Co Ltd (8184 JP) which they had extended until today.  That suggests they are done with their bid, or that they will go in partnership to launch a new one.  I expect it is the former.
14-Dec: DCM Holdings (3050 JP)'s Tender Offer lapses.  They needed 19+mm shares to succeed. They got 32,000.  Nothing done here.  It looks like Nitori Holdings (9843 JP)'s bid for Shimachu Co Ltd (8184 JP) goes through.
29-Dec: Nitori Holdings (9843 JP) today announced that it had successfully completed the Tender Offer for Shimachu Co Ltd (8184 JP), gaining 77.04% of the shares outstanding. 




Softbrain (4779 JP) 

No December update




Tohto Suisan (8038 JP) 

No December update




Tokyo Dome Corp (9681 JP) 

1-Dec: Tokyo Dome – Assessing the Realism of Oasis Estimates
3-Dec: ISS Takes Umbrage with Tokyo Dome, Recommends Booting the CEO from the Board
8-Dec: Oasis Agrees To Tender Tokyo Dome (9681) - This Changes Things
17-Dec: Mitsui Fudosan (8801 JP) announces Tender Agreement with Oasis on Tokyo Dome Corp (9681 JP) 




Yomiuri Land (9671 JP) 

No December update










Malaysia


Comments (with links to insights and announcements)




Batu Kawan Bhd (BAK MK) 

No December update











Singapore


Comments (with links to announcements)




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

6-Dec: Chalk one up for investors as the ESR-REIT (EREIT SP) / Sabana Shari’ah Compliant REIT (SSREIT SP) merger is voted down.













Thailand


Comments 




COL PCL (COL TB) 
No December update












Middle East


Comments 




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

No December update










Europe/UK


Comments (with links to announcements and insights)




Ahlstrom-Munksjo (AM1 FH) 
No December update



Altice NV A (ATC NA) 


16-Dec: Next Private increases offer price to EUR 5.35 Boussard &amp; Gavaudan, Diameter, Elliott, LB Partners, Lucerne, Sessa, Sheffield and Winterbrook commit to tender their Listed Shares under the Offer.




Aryzta AG (ARYN VX) 


No December update




CaixaBank SA (CABK SM) 
7-Dec: CaixaBank - Bankia: Merger Approval at the EGMs, Spread




Entra ASA (ENTRA NO) 

28-Dec: Entra - SBB - Castellum: Bidding War Heats Up




G4S PLC (GFS LN) 

2-Dec: GardaWorld has increased its offer for G4S PLC (GFS LN) to GBp 235/ share and has said that the new offer is final and will not be increased further.
8-Dec: G4S has agreed to a 245 pence per share takeover offer from U.S.-based Allied Universal, the companies said on Tuesday, days after Canada’s GardaWorld had sweetened its bid to 235 pence per share for the British company.
11-Dec: Allied Universal's Agreed Offer




Globalwafers (6488 TT) 
21-Dec: GlobalWafers Cash Offer




Play Communications SA (1P1 GR) 
No December update



RSA Insurance (RSA LN) 
No December update



Talktalk Telecom (TALK LN) 
No December update



William Hill (WMH LN) 
No December update





New Zealand Professional Investment Services Firm, Forsyth Barr

Forsyth Barr

New Zealand Professional Investment Services Firm

We are proud to be a New Zealand owned firm, with 21 offices throughout the country and over 300 employees. We assist personal, institutional and corporate clients providing a full range of investment services.

Forsyth Barr is a foundation New Zealand Exchange firm (NZX) and accredited market participant. We have been confirmed by the Financial Markets Authority as a Qualifying Financial Entity (QFE).

Research is the cornerstone of our advice. We have one of New Zealand's leading teams of analysts. Our global affiliations ensure comprehensive research coverage of all major investment markets.

Equity Bottom-Up

<h2>Infratil<br>Not a Foregone Conclusion</h2>
<div></div>
<p><strong>NEUTRAL</strong></p>
<p>Is another one gone? Australian Super's bid for IFT at a c. 20–25% premium to the undisturbed share price has been unanimously​​​​​​​rejected by IFT's board. Ordinarily we would expect the board to consult with its major shareholders to decide whether to engage with the acquirer or not, so far the board has chosen not to. However, we believe this to be more nuanced than a simple question of accepting the offer (or an increased one) or not. Australian Super is taking advantage of IFT's discount to NAV, a discount that would be largely unlocked by taking IFT's assets into a private setting; the bid is broadly in-line with our estimate of NAV after allowing for cancellation costs and already earned performance fees. Historically, investors have been unwilling to pay gross NAV for IFT's assets. We believe the bid, even if rejected, could prove to be a trigger for (some of) the discount to be closed. NEUTRAL.</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/178/175/original/image_83327715031607904376554.png?1607904378" class="editor-image img-responsive" data-smartkarma-image-id="178175"></figure>
<div>
<h3>What's changed</h3>
</div>
<div id="m_-92787343510705377iep1gl">
<ul>
<li><strong>Target price</strong>:&nbsp;Increased to NZ$7.70 (from NZ$6.25) using our new probability weighted scenario valuation</li>
</ul>
</div>
<div>
<h3>Unadjusted NAV discount of 30% historically —&nbsp;the bid could be a trigger for some or most of this discount to close</h3>
</div>
<div id="m_-92787343510705377ingg6-2-2">
<p>We estimate that the four year median discount to NAV has been around 30%, applying tradable comps to 90% of the portfolio value, driven by a combination of ​(1) ​​​​​​capitalised costs; (2) agency conflicts around risks and capital allocation; and (3) ​​​​​​​uncertainty around valuation of private assets. There are perfectly valid theoretical arguments against each of these points, however, our observation points to this discount being relatively stable over the last few years, with the exception of volatility around the Feb/March 2020 sell-off.&nbsp;</p>
<p>We believe that the bid from Australian Super in combination with IFT’s announcement that it is undertaking a strategic review of TLT has the potential to significantly reduce, or potentially eradicate, the discount associated with the latter two points.&nbsp;With regards to capitalised costs, primarily associated with the management contract, we believe that changes to how it is structured has the potential to further reduce the discount. However, we expect that this will require intense negotiations with shareholders.&nbsp;</p>
</div>
<div>
<h3>Many outcomes, mostly good ones for IFT shareholders</h3>
</div>
<div id="m_-92787343510705377ivlrg-2-2">
<p>We upgrade our 12 month price target to NZ$7.70. This is based on a probability weighting of five scenarios. Our two central scenarios are that either (1) the bid from Australian Super is accepted, or (2) it is rejected but that the combination of the strategic review of TLT and the bid itself “permanently” removes the NAV discount excluding the capitalising of fees and expenses. In addition, two valuation scenarios price IFT above the bid price: (3) a revised management contract that investors deem to be cancelled out by future excess returns delivered by IFT’s platforms, and (4) the bid acts as a catalyst to unwind IFT and sell all portfolio assets to the highest bidder. Our fifth scenario, (5) is back to base case.</p>
</div>
<div>
<div>
<div><strong>Aaron Ibbotson CFA</strong></div>
<div><a href="mailto:aaron.ibbotson@forsythbarr.co.nz" target="_blank" rel="noopener">aaron.ibbotson@forsythbarr.co.<wbr>nz</a></div>
<div>+64 9 368 0024</div>
<div></div>
</div>
</div>
<div>
<div>
<div><strong>Matt Montgomerie</strong></div>
<div><a href="mailto:matt.montgomerie@forsythbarr.co.nz" target="_blank" rel="noopener">matt.montgomerie@forsythbarr.<wbr>co.nz</a></div>
<div>+64 9 368 0124</div>
</div>
</div>

Infratil Not a Foregone Conclusion

NEUTRAL
Is another one gone? Australian Super's bid for IFT at a c. 20–25% premium to the undisturbed share price has been unanimously​​​​​​​rejected by IFT's board. Ordinarily we would expect the board to consult with its major shareholders to decide whether to engage with the acquirer or not, so far the board has chosen not to. However, we believe this to be more nuanced than a simple question of accepting the offer (or an increased one) or not. Australian Super is taking advantage of IFT's discount to NAV, a discount that would be largely unlocked by taking IFT's assets into a private setting; the bid is broadly in-line with our estimate of NAV after allowing for cancellation costs and already earned performance fees. Historically, investors have been unwilling to pay gross NAV for IFT's assets. We believe the bid, even if rejected, could prove to be a trigger for (some of) the discount to be closed. NEUTRAL.


What's changed



Target price:&nbsp;Increased to NZ$7.70 (from NZ$6.25) using our new probability weighted scenario valuation



Unadjusted NAV discount of 30% historically —&nbsp;the bid could be a trigger for some or most of this discount to close


We estimate that the four year median discount to NAV has been around 30%, applying tradable comps to 90% of the portfolio value, driven by a combination of ​(1) ​​​​​​capitalised costs; (2) agency conflicts around risks and capital allocation; and (3) ​​​​​​​uncertainty around valuation of private assets. There are perfectly valid theoretical arguments against each of these points, however, our observation points to this discount being relatively stable over the last few years, with the exception of volatility around the Feb/March 2020 sell-off.&nbsp;
We believe that the bid from Australian Super in combination with IFT’s announcement that it is undertaking a strategic review of TLT has the potential to significantly reduce, or potentially eradicate, the discount associated with the latter two points.&nbsp;With regards to capitalised costs, primarily associated with the management contract, we believe that changes to how it is structured has the potential to further reduce the discount. However, we expect that this will require intense negotiations with shareholders.&nbsp;


Many outcomes, mostly good ones for IFT shareholders


We upgrade our 12 month price target to NZ$7.70. This is based on a probability weighting of five scenarios. Our two central scenarios are that either (1) the bid from Australian Super is accepted, or (2) it is rejected but that the combination of the strategic review of TLT and the bid itself “permanently” removes the NAV discount excluding the capitalising of fees and expenses. In addition, two valuation scenarios price IFT above the bid price: (3) a revised management contract that investors deem to be cancelled out by future excess returns delivered by IFT’s platforms, and (4) the bid acts as a catalyst to unwind IFT and sell all portfolio assets to the highest bidder. Our fifth scenario, (5) is back to base case.



Aaron Ibbotson CFA
aaron.ibbotson@forsythbarr.co.nz
+64 9 368 0024





Matt Montgomerie
matt.montgomerie@forsythbarr.co.nz
+64 9 368 0124



<h2>Infratil<br>Cost of Capital Arbitrage</h2>
<div></div>
<p><strong>NEUTRAL</strong></p>
<p>Infratil (IFT) has announced that it intends to undertake a strategic review of its Tilt Renewables (TLT) shareholding, a sensible move, in our view. IFT is taking advantage of the reduced cost of capital that some asset owners ascribe to reliable infrastructure assets in general and in particular renewable energy assets. MEL and MCY have re-rated by 37% and 36% respectively over the last 6 months, likely in–part driven by inflows into clean energy ETFs and other ESG related fund flows. IFT targets investments in assets that are starting the journey towards “pure” infrastructure. CDC is a clear example of that, and company commentary on the proposed Qscan acquisition suggests that IFT expects Qscan to also embark on this journey.&nbsp; With respect to renewable energy, it is currently priced in a way that makes it difficult to foresee a forward return in line with IFT's target return for even its&nbsp; lower risk core portfolio of 8–10% p.a. Particularly when factoring in a meaningful premium to TLT's current share price.&nbsp;</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/177/082/original/image_94013710131607388555749.png?1607388557" class="editor-image img-responsive" data-smartkarma-image-id="177082"></figure>
<div>
<h3>What's changed?</h3>
</div>
<div id="m_-3071576205547642463ialybp-2-2">
<ul>
<li><strong>Target price</strong>:&nbsp;Increased +25cps to NZ$6.25 reflecting&nbsp;a +34cps increase in our&nbsp;TLT valuation slightly offset by a +7cps performance fee increase. Other minor changes broadly&nbsp;offset each other.&nbsp;</li>
</ul>
</div>
<div>
<h3>Solving the leverage issue</h3>
</div>
<div id="m_-3071576205547642463ibebh-2-2">
<p>In our report published on 11 November 2020, Levered Long — So Far, So Good, we highlighted the high and increasing leverage of IFT, and estimated look through leverage to be around 7–8x net debt/EBITDA, high by any standards. Divesting TLT would largely eliminiate IFT's net debt at the corporate level, and reduce look through net debt/EBITDA to ~4–5x. Considering the changing mix of IFT's holdings, with a lower proportion of cash generative stable businesses and a higher proportion of faster growing, cash consuming businesses we believe IFT could benefit from operating with a lower leverage. Apart from reducing the risks associated with high financial leverage, we believe that a lower debt level will reduce some of the capital constraints within its portfolio companies.&nbsp;</p>
</div>
<div>
<h3>Uses of cash; we are not expecting a meaningful return of cash to shareholders</h3>
</div>
<div id="m_-3071576205547642463ihaa7-2-2">
<p>IFT has increased the velocity of its portfolio in recent years, with several exits as well as the substantial acquisition of Vodafone NZ and the proposed acquisition of Qscan. Should the TLT strategic review conclude with a sale, we believe primary use of cash will be; (1) paying down debt, (2) building on the diagnostics and imaging platform launched with the likely acquisition of Qscan, and (3) increased capital commitment to IFT's two other renewable energy platforms: Longroad <wbr>Energy (US) and Galileo Energy (Europe). We would not expect a substantial return of capital to shareholders.&nbsp;</p>
</div>
<div>
<div>
<div><strong>Aaron Ibbotson CFA</strong></div>
<div><a href="mailto:aaron.ibbotson@forsythbarr.co.nz" target="_blank" rel="noopener">aaron.ibbotson@forsythbarr.co.<wbr>nz</a></div>
<div>+64 9 368 0024</div>
<div></div>
</div>
</div>
<div>
<div>
<div><strong>Matt Montgomerie</strong></div>
<div><a href="mailto:matt.montgomerie@forsythbarr.co.nz" target="_blank" rel="noopener">matt.montgomerie@forsythbarr.<wbr>co.nz</a></div>
<div>+64 9 368 0124</div>
<div></div>
</div>
</div>
<div>
<div>
<div><strong>Andrew Harvey-Green</strong></div>
<div><a href="mailto:andrew.harvey-green@forsythbarr.co.nz" target="_blank" rel="noopener">andrew.harvey-green@<wbr>forsythbarr.co.nz</a></div>
<div>+64 4 495 8185</div>
</div>
</div>

Infratil Cost of Capital Arbitrage

NEUTRAL
Infratil (IFT) has announced that it intends to undertake a strategic review of its Tilt Renewables (TLT) shareholding, a sensible move, in our view. IFT is taking advantage of the reduced cost of capital that some asset owners ascribe to reliable infrastructure assets in general and in particular renewable energy assets. MEL and MCY have re-rated by 37% and 36% respectively over the last 6 months, likely in–part driven by inflows into clean energy ETFs and other ESG related fund flows. IFT targets investments in assets that are starting the journey towards “pure” infrastructure. CDC is a clear example of that, and company commentary on the proposed Qscan acquisition suggests that IFT expects Qscan to also embark on this journey.&nbsp; With respect to renewable energy, it is currently priced in a way that makes it difficult to foresee a forward return in line with IFT's target return for even its&nbsp; lower risk core portfolio of 8–10% p.a. Particularly when factoring in a meaningful premium to TLT's current share price.&nbsp;


What's changed?



Target price:&nbsp;Increased +25cps to NZ$6.25 reflecting&nbsp;a +34cps increase in our&nbsp;TLT valuation slightly offset by a +7cps performance fee increase. Other minor changes broadly&nbsp;offset each other.&nbsp;



Solving the leverage issue


In our report published on 11 November 2020, Levered Long — So Far, So Good, we highlighted the high and increasing leverage of IFT, and estimated look through leverage to be around 7–8x net debt/EBITDA, high by any standards. Divesting TLT would largely eliminiate IFT's net debt at the corporate level, and reduce look through net debt/EBITDA to ~4–5x. Considering the changing mix of IFT's holdings, with a lower proportion of cash generative stable businesses and a higher proportion of faster growing, cash consuming businesses we believe IFT could benefit from operating with a lower leverage. Apart from reducing the risks associated with high financial leverage, we believe that a lower debt level will reduce some of the capital constraints within its portfolio companies.&nbsp;


Uses of cash; we are not expecting a meaningful return of cash to shareholders


IFT has increased the velocity of its portfolio in recent years, with several exits as well as the substantial acquisition of Vodafone NZ and the proposed acquisition of Qscan. Should the TLT strategic review conclude with a sale, we believe primary use of cash will be; (1) paying down debt, (2) building on the diagnostics and imaging platform launched with the likely acquisition of Qscan, and (3) increased capital commitment to IFT's two other renewable energy platforms: Longroad Energy (US) and Galileo Energy (Europe). We would not expect a substantial return of capital to shareholders.&nbsp;



Aaron Ibbotson CFA
aaron.ibbotson@forsythbarr.co.nz
+64 9 368 0024





Matt Montgomerie
matt.montgomerie@forsythbarr.co.nz
+64 9 368 0124





Andrew Harvey-Green
andrew.harvey-green@forsythbarr.co.nz
+64 4 495 8185



New Zealand

Infratil Limited is an infrastructure investment company. The Company invests in airports, energy such as renewable and waste-energy, and public transportation.

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

Infratil Ltd (IFT NZ)

Last Week in Event SPACE: Brilliance China, Harmonic Drive, Sawada, Japan Asia, Naspers/Tencent

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

(Mostly) Asia M&A: January 2021 Roundup

The average premium for the new deals announced (or first discussed) in January was ~36%. This compared to the average premium in 2020 and 2019 of...

David Blennerhassett

(Mostly) Asia M&A: 2020 Roundup

The average premium for the 19 new deals discussed on Smartkarma in December was ~27% and the YTD average premium for all 158 deals is ~31%. The...

David Blennerhassett

Infratil: Not a Foregone Conclusion

InfratilNot a Foregone Conclusion NEUTRAL Is another one gone? Australian Super's bid for IFT at a c. 20–25% premium to the undisturbed share...

Forsyth Barr

Infratil: Cost of Capital Arbitrage

InfratilCost of Capital Arbitrage NEUTRAL Infratil (IFT) has announced that it intends to undertake a strategic review of its Tilt Renewables...

Forsyth Barr

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)