European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

Groupe Bruxelles Lambert Sa / Event-Driven

<ul>
<li>Premiums of selected DLC's have generally tightened during December, following the unification of BHP : BHP/BLT 1.3%; Rio Tinto AU/LN, 9.9% (widened); Shell, nil premium.</li>
<li>Discounts to NAV of holdcos have shown mixed performance: Alba, 42.7%; GBL, 30%; Heineken Holdings, 17.9%; Industrivärden, 14.4%; Investor AB, 7.5%; Kinnevik B, 22.4% (premium).</li>
<li>Recommended trades: BHP/BLT, GBL vs. listed assets, Industrivärden vs. listed assets.</li>
</ul>


Premiums of selected DLC's have generally tightened during December, following the unification of BHP : BHP/BLT 1.3%; Rio Tinto AU/LN, 9.9% (widened); Shell, nil premium.
Discounts to NAV of holdcos have shown mixed performance: Alba, 42.7%; GBL, 30%; Heineken Holdings, 17.9%; Industrivärden, 14.4%; Investor AB, 7.5%; Kinnevik B, 22.4% (premium).
Recommended trades: BHP/BLT, GBL vs. listed assets, Industrivärden vs. listed assets.


Selected European Holdcos and DLCs: December '21 Report

<div>
<p>Discounts to NAV for our selected European holdcos and DLCs have generally tightened during October.</p>
</div>
<div>
<p>The report incorporates several SOTP valuations, updated with Q3 results for the Swedish holdcos.</p>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p>Following the (logical) decision to collapse the DLC, the premium of <a href="https://www.smartkarma.com/entities/bhp-group-ltd" target="_blank" data-smartkarma-citation="entities:147:1" rel="noopener">BHP Group (BHP AU)</a> vs.  <a href="https://www.smartkarma.com/entities/bhp-billiton-plc" target="_blank" data-smartkarma-citation="entities:21840:1" rel="noopener">Bhp Billiton (BLT LN)</a> tightened and at close of October was 3.7%, in the context of the DLC collapse.  Long UK plc / short Aussie Ltd through the US listings.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/corp-financiera-alba-sa" target="_blank" data-smartkarma-citation="entities:21245:1" rel="noopener">Corp Financiera Alba Sa (ALB SM)</a> is trading at a <strong>41.2%</strong> (vs. 40.9% at the end of September (down from 47.9% at the end of February).  The partial takeover bid over <a href="https://www.smartkarma.com/entities/naturgy-energy-group-sa" target="_blank" data-smartkarma-citation="entities:21271:1" rel="noopener">Naturgy Energy Group SA (NTGY SM)</a>, one of its main assets, has ended, and the discount can be again played. Alba has some quality assets, a diversified portfolio and is fundamentally cheap, in my view.</p>
</li>
<li>
<p>The discount to NAV of <a href="https://www.smartkarma.com/entities/groupe-bruxelles-lambert-sa" target="_blank" data-smartkarma-citation="entities:21332:1" rel="noopener">Groupe Bruxelles Lambert Sa (GBLB BB)</a> has tightened to 29%. Shares are trading at historic highs. Long GBL / Short main listed assets (SGS, Pernod Ricard, Adidas and Umicore, which represent 59% of NAV).</p>
</li>
<li>
<p>The discount in Heineken Holdings relative to Heineken has tightened to 16.3% (vs. 14.4% at the end of April) vs. an average of 10.5% for the last 15 years, and 7.9% for the last five years. Recommendation is long Heineken Holdings, short Heineken, and close as soon as it tightens a 200-300bps. The upwards trend seems clear by now, and it is not easy to call the top.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/industrivarden-ab" target="_blank" data-smartkarma-citation="entities:22395:1" rel="noopener">Industrivarden AB (INDUA SS)</a> C shares are trading at a 7.8% discount to NAV (almost the same level as at the end of September and vs. a 1.1% premium to NAV at the end of June). An unusual situation has finally reverted. The average discount for the last five years for the C shares has been 11.5%. The discount is tightening. <strong>Long INDUC SS/short main listed assets</strong>.</p>
</li>
<li>
<p>The discount to NAV of <a href="https://www.smartkarma.com/entities/investor-ab" target="_blank" data-smartkarma-citation="entities:22397:1" rel="noopener">Investor AB (INVEB SS)</a> B shares tightened to 14.9% as of 29 October.</p>
</li>
<li>
<p>From my SOTP valuation, <a href="https://www.smartkarma.com/entities/kinnevik-ab" target="_blank" data-smartkarma-citation="entities:22407:1" rel="noopener">Investment Ab Kinnevik (KINVB SS)</a> B shares traded at a <strong>21.3% premium to NAV</strong> (vs. 13% premium at the end of September). A shares are trading at a 24% premium to NAV. Until mid-January, the price difference between A and B shares was rather small. The share price of Kinnevik has performed as a result of the digital exposure of the company, and the stars have been Zalando and Global Fashion Group. The reduction on Kinnevik's discount during 2020 and until recently this year has been striking. Investors are backing the change of tack in the company, which now acts as a listed VC. Listed assets just represent 52% of NAV.</p>
</li>
<li>
<p>The premium of <a href="https://www.smartkarma.com/entities/rio-tinto-ltd" target="_blank" data-smartkarma-citation="entities:13:1" rel="noopener">Rio Tinto Ltd (RIO AU)</a> vs. <a href="https://www.smartkarma.com/entities/rio-tinto-plc" target="_blank" data-smartkarma-citation="entities:22114:1" rel="noopener">Rio Tinto PLC (RIO LN)</a> has tightened and at the end of September was 8.6% (vs. 9.4% at close of September), against a long-term average of 15.6%. It is on a downwards trend. <strong>Long plc/short ltd</strong>.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/royal-dutch-shell-plc-98de2c77-62f2-46da-88eb-af269fb53d42" target="_blank" data-smartkarma-citation="entities:28510:1" rel="noopener">Royal Dutch Shell PLC (RDS/B US)</a> “B” shares closed in in October in New York at a discount of 0.2% (vs. 5.8% as of end of April) with respect to the <a href="https://www.smartkarma.com/entities/royal-dutch-shell-plc-adr" target="_blank" data-smartkarma-citation="entities:792:1" rel="noopener">Royal Dutch Shell Plc (Adr) (RDS/A US)</a> “A” shares.</p>
</li>
</ul>
</div>


Discounts to NAV for our selected European holdcos and DLCs have generally tightened during October.


The report incorporates several SOTP valuations, updated with Q3 results for the Swedish holdcos.




Following the (logical) decision to collapse the DLC, the premium of BHP Group (BHP AU) vs.  Bhp Billiton (BLT LN) tightened and at close of October was 3.7%, in the context of the DLC collapse.  Long UK plc / short Aussie Ltd through the US listings.


Corp Financiera Alba Sa (ALB SM) is trading at a 41.2% (vs. 40.9% at the end of September (down from 47.9% at the end of February).  The partial takeover bid over Naturgy Energy Group SA (NTGY SM), one of its main assets, has ended, and the discount can be again played. Alba has some quality assets, a diversified portfolio and is fundamentally cheap, in my view.


The discount to NAV of Groupe Bruxelles Lambert Sa (GBLB BB) has tightened to 29%. Shares are trading at historic highs. Long GBL / Short main listed assets (SGS, Pernod Ricard, Adidas and Umicore, which represent 59% of NAV).


The discount in Heineken Holdings relative to Heineken has tightened to 16.3% (vs. 14.4% at the end of April) vs. an average of 10.5% for the last 15 years, and 7.9% for the last five years. Recommendation is long Heineken Holdings, short Heineken, and close as soon as it tightens a 200-300bps. The upwards trend seems clear by now, and it is not easy to call the top.


Industrivarden AB (INDUA SS) C shares are trading at a 7.8% discount to NAV (almost the same level as at the end of September and vs. a 1.1% premium to NAV at the end of June). An unusual situation has finally reverted. The average discount for the last five years for the C shares has been 11.5%. The discount is tightening. Long INDUC SS/short main listed assets.


The discount to NAV of Investor AB (INVEB SS) B shares tightened to 14.9% as of 29 October.


From my SOTP valuation, Investment Ab Kinnevik (KINVB SS) B shares traded at a 21.3% premium to NAV (vs. 13% premium at the end of September). A shares are trading at a 24% premium to NAV. Until mid-January, the price difference between A and B shares was rather small. The share price of Kinnevik has performed as a result of the digital exposure of the company, and the stars have been Zalando and Global Fashion Group. The reduction on Kinnevik's discount during 2020 and until recently this year has been striking. Investors are backing the change of tack in the company, which now acts as a listed VC. Listed assets just represent 52% of NAV.


The premium of Rio Tinto Ltd (RIO AU) vs. Rio Tinto PLC (RIO LN) has tightened and at the end of September was 8.6% (vs. 9.4% at close of September), against a long-term average of 15.6%. It is on a downwards trend. Long plc/short ltd.


Royal Dutch Shell PLC (RDS/B US) “B” shares closed in in October in New York at a discount of 0.2% (vs. 5.8% as of end of April) with respect to the Royal Dutch Shell Plc (Adr) (RDS/A US) “A” shares.




Selected European Holdcos and DLCs: October Report

<div>
<div>
<h3>Trends</h3>
</div>
</div>
<div>
<p>Spreads have generally widened during the last four weeks, in line with selling pressure on the markets.</p>
</div>
<div>
<div>
<h3>Interesting situations and trades</h3>
</div>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p>The discount of <a href="https://www.smartkarma.com/entities/carlsberg-a-s" target="_blank" data-smartkarma-citation="entities:22320:1" rel="noopener">Carlsberg A/S (CARLB DC)</a> B shares (2 voting rights per share) has widened to 14.7% (from 9.8% by mid August) vs. the A shares (with 20 voting rights per share). Long B shares/short A shares on, if you can get hold of any A shares.</p>
</li>
<li>
<p>The discount of the preferred shares of <a href="https://www.smartkarma.com/entities/bayerische-motoren-werke-ag" target="_blank" data-smartkarma-citation="entities:21591:1" rel="noopener">Bayerische Motoren Werke AG (BMW GR)</a> has widened to 18.5% (vs. 13.7% at the time of my last report in August), in line with the recent market downturns and still below a maximum of 26.1% reached in November 2020. Maintain <strong>long BMW prefs/short common</strong> shares on, with a target of a 12% discount.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/fuchs-petrolub-se" target="_blank" data-smartkarma-citation="entities:21624:1" rel="noopener">Fuchs Petrolub SE (FPE GR)</a> 's preference shares premium seems to vary within a range, which is probably liquidity related. It has widened to 28.5% (from 22.3%% by mid-July). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote.</p>
<p>Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. <strong>Maintain</strong> the trade <strong>long common/short prefs</strong> on, with a 10% target.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/henkel-ag-co-kgaa" target="_blank" data-smartkarma-citation="entities:21646:1" rel="noopener">Henkel AG &amp; Co KGaA (HEN3 GR)</a> shows a long-term trend towards a reduction of the premium of the preferred shares. The premium has recently widened to 7.9% (vs. 7.3% by mid-August). <strong>Maintain short prefs/long ords</strong>, with a 5% premium target.</p>
</li>
<li>
<p>Voting rights are valuable in a company like <a href="https://www.smartkarma.com/entities/volkswagen-ag" target="_blank" data-smartkarma-citation="entities:21738:1" rel="noopener">Volkswagen (VOW GR)</a>. Prefs discount has shrunk to 30.1% back to March levels (it reached a maximum of 33.4% on 12 August). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, ordinary shares are also liquid. It seems again time to put on <strong>long prefs/short ords</strong>.</p>
</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>The premium of <a href="https://www.smartkarma.com/entities/telecom-italia-sp-a" target="_blank" data-smartkarma-citation="entities:21075:1" rel="noopener">Telecom Italia Sp A (TIT IM)</a> savings shares widened to 5.8% vs. ordinary shares (vs. 4.4% by mid-August). The market may have given up on a conversion of savings into ords à la Buzzi Unicem or Danieli. A conversion makes financial sense as it would save the dividend advantage for the savings. But that would dilute the voting power of Vivendi (23.943% of the votes, the second largest shareholder is Cassa Depositi e Prestiti with 5.031%). Short savings/long ords.</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p><a href="https://www.smartkarma.com/entities/grifols-sa" target="_blank" data-smartkarma-citation="entities:21274:1" rel="noopener">Grifols SA (GRF SM)</a> B shares are trading at a 41.7% discount (vs. 36.1% by mid-April and 39.7% by mid-February). Ordinary shares are unloved as of lately and even more so are B shares. There are some issues around Grifols leverage and some creative solutions to keeping it contained. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade <strong>long B shares (traded on Nasdaq), short A shares (traded in Madrid)</strong>. The target is a 27% discount. Please note there is FX risk, which can be hedged.</p>
</li>
<li>
<p>The current discount in <a href="https://www.smartkarma.com/entities/atlas-copco-ab" target="_blank" data-smartkarma-citation="entities:22282:1" rel="noopener">Atlas Copco AB (ATCOA SS)</a> B shares vs. A shares has shrunk to 15.2% and seems to be on a <strong>widening trend</strong>. Investor AB, a stable shareholder, has 22.3% of the votes.</p>
</li>
<li>
<p>On 10 May, Industrivärden divested its entire holding in <a href="https://www.smartkarma.com/entities/ssab-ab" target="_blank" data-smartkarma-citation="entities:22492:1" rel="noopener">SSAB AB (SSABA SS)</a>. Top shareholder is now LKAB (Luossavaara-Kiirunavaara Aktiebolag), a government owned Swedish mining company. LKAB is now consolidating its influence in SSAB "in order to take responsibility and ensure that the company continues to have a clear industrial ownership influence at a time when the steel industry is facing major change". On 7 June, LKAB communicated its increased holding in SSAB (16.0% of the votes and 10.5% of the capital). There is a <strong>new large shareholder</strong>: State Street Bank and Trust Co with 6.67% of the share capital and 9.26% of the votes. The discount has shrunk to 14.3% (vs 14.6% by mid-August). While there are some movements in the share capital, which involve purchases of A shares, I recommend <strong>staying clear</strong> from this trade.</p>
</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p>The discount of non-voting <a href="https://www.smartkarma.com/entities/roche-holding-ag-77bd09c9-b0c2-45ea-98f1-6a7ca01dc9c5" target="_blank" data-smartkarma-citation="entities:27906:1" rel="noopener">Roche Holding AG (ROG SW)</a> shares has widened to 12.2% (vs. 7.9% by mid-July). Shareholding seems very stable, so there is no reason for the voting shares to become dearer vs. the non-voting stock. Softbank has quietly purchased nearly $5 bn of non-voting shares, according to the FT. It may be time to jump on the trend and go <strong>long bearer shares/short non-voting equity</strong>.</p>
</li>
<li>
<p>The premium of <a href="https://www.smartkarma.com/entities/schindler-holding-ag-a63e9700-2075-4f83-952a-d3e71b14974b" target="_blank" data-smartkarma-citation="entities:25024:1" rel="noopener">Schindler Holding AG (SCHN SW)</a> participation certificates to Schindler Holding shares has shrunk to 4.5% (vs. 5.3% by mid-August). Like Roche, Schindler also seems on a widening trend, just the opposite way.</p>
</li>
<li>
<p>The discount in <a href="https://www.smartkarma.com/entities/schroders-plc" target="_blank" data-smartkarma-citation="entities:22134:1" rel="noopener">Schroders PLC (SDR LN)</a> non-voting stock vs. voting one reflects Schroders' corporate governance and the influence of family control (45.4% voting rights with a 36% economic interest). The discount has widened to 32.6% (vs. 28.4% by mid-July). It seems time to leave this one quiet for a while.</p>
</li>
</ul>
</div>
<div>
<p>Please read on for table and charts.</p>
</div>



Trends



Spreads have generally widened during the last four weeks, in line with selling pressure on the markets.



Interesting situations and trades





The discount of Carlsberg A/S (CARLB DC) B shares (2 voting rights per share) has widened to 14.7% (from 9.8% by mid August) vs. the A shares (with 20 voting rights per share). Long B shares/short A shares on, if you can get hold of any A shares.


The discount of the preferred shares of Bayerische Motoren Werke AG (BMW GR) has widened to 18.5% (vs. 13.7% at the time of my last report in August), in line with the recent market downturns and still below a maximum of 26.1% reached in November 2020. Maintain long BMW prefs/short common shares on, with a target of a 12% discount.


Fuchs Petrolub SE (FPE GR) 's preference shares premium seems to vary within a range, which is probably liquidity related. It has widened to 28.5% (from 22.3%% by mid-July). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote.
Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. Maintain the trade long common/short prefs on, with a 10% target.


Henkel AG &amp; Co KGaA (HEN3 GR) shows a long-term trend towards a reduction of the premium of the preferred shares. The premium has recently widened to 7.9% (vs. 7.3% by mid-August). Maintain short prefs/long ords, with a 5% premium target.


Voting rights are valuable in a company like Volkswagen (VOW GR). Prefs discount has shrunk to 30.1% back to March levels (it reached a maximum of 33.4% on 12 August). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, ordinary shares are also liquid. It seems again time to put on long prefs/short ords.





The premium of Telecom Italia Sp A (TIT IM) savings shares widened to 5.8% vs. ordinary shares (vs. 4.4% by mid-August). The market may have given up on a conversion of savings into ords à la Buzzi Unicem or Danieli. A conversion makes financial sense as it would save the dividend advantage for the savings. But that would dilute the voting power of Vivendi (23.943% of the votes, the second largest shareholder is Cassa Depositi e Prestiti with 5.031%). Short savings/long ords.





Grifols SA (GRF SM) B shares are trading at a 41.7% discount (vs. 36.1% by mid-April and 39.7% by mid-February). Ordinary shares are unloved as of lately and even more so are B shares. There are some issues around Grifols leverage and some creative solutions to keeping it contained. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade long B shares (traded on Nasdaq), short A shares (traded in Madrid). The target is a 27% discount. Please note there is FX risk, which can be hedged.


The current discount in Atlas Copco AB (ATCOA SS) B shares vs. A shares has shrunk to 15.2% and seems to be on a widening trend. Investor AB, a stable shareholder, has 22.3% of the votes.


On 10 May, Industrivärden divested its entire holding in SSAB AB (SSABA SS). Top shareholder is now LKAB (Luossavaara-Kiirunavaara Aktiebolag), a government owned Swedish mining company. LKAB is now consolidating its influence in SSAB "in order to take responsibility and ensure that the company continues to have a clear industrial ownership influence at a time when the steel industry is facing major change". On 7 June, LKAB communicated its increased holding in SSAB (16.0% of the votes and 10.5% of the capital). There is a new large shareholder: State Street Bank and Trust Co with 6.67% of the share capital and 9.26% of the votes. The discount has shrunk to 14.3% (vs 14.6% by mid-August). While there are some movements in the share capital, which involve purchases of A shares, I recommend staying clear from this trade.






The discount of non-voting Roche Holding AG (ROG SW) shares has widened to 12.2% (vs. 7.9% by mid-July). Shareholding seems very stable, so there is no reason for the voting shares to become dearer vs. the non-voting stock. Softbank has quietly purchased nearly $5 bn of non-voting shares, according to the FT. It may be time to jump on the trend and go long bearer shares/short non-voting equity.


The premium of Schindler Holding AG (SCHN SW) participation certificates to Schindler Holding shares has shrunk to 4.5% (vs. 5.3% by mid-August). Like Roche, Schindler also seems on a widening trend, just the opposite way.


The discount in Schroders PLC (SDR LN) non-voting stock vs. voting one reflects Schroders' corporate governance and the influence of family control (45.4% voting rights with a 36% economic interest). The discount has widened to 32.6% (vs. 28.4% by mid-July). It seems time to leave this one quiet for a while.




Please read on for table and charts.


Liquid Universe of European Ordinary and Preferred Shares: September Report

Swedish Orphan Biovitrum AB / Event-Driven

<p>A <a href="https://www.smartkarma.com/entities/swedish-orphan-biovitrum-ab" target="_blank" data-smartkarma-citation="entities:22487:1" rel="noopener">Swedish Orphan Biovitrum Ab (SOBI SS)</a> takeover had been rumoured for years. In 2015, SOBI ended talks on a possible offer after reports that Biogen and Pfizer were among interested parties.</p>
<p>On 1 September, Advent International Corporation and GIC Special Investments Pte. Ltd. <a href="https://agnafit-offer.com/app/uploads/2021/09/Offer-announcement-press-release.pdf" target="_blank" rel="noopener">made an offer</a> to acquire SOBI for SEK 69.4 bn, or <strong>SEK 235/share</strong>. The deal, once completed, could be the largest-ever LBO in Sweden and the largest LBO of a European healthcare company in five years.</p>
<p>The biding consortium is interested in SOBI’s product portfolio and focus on <strong>rare diseases</strong>.</p>
<p>There are irrevocable undertakings, 43.41% in aggregate, from Investor AB (36.45%) and Fjärde AP-Fonden (6.96%).  However, their agreement would lapse if another bid comes in at SEK 251/share and is recommended by the Board.</p>
<p>There is a minimum acceptance condition of 90% plus one share (necessary to initiate a compulsory acquisition procedure in respect of the remaining shares in the Company under the Swedish Companies Act). This means that the <strong>bidding consortium needs acceptances from 82.3%</strong> of the <strong>float</strong>, which although quite high, is achievable. It must be noted that the five largest holders own 58.65% of the share capital, whilst the 100 largest shareholders own 88.7% of the share capital.</p>
<p><a href="https://www.smartkarma.com/entities/investor-ab-c8e86ae3-ba55-41f0-9edf-fd461533b72b" target="_blank" data-smartkarma-citation="entities:24796:1" rel="noopener">Investor AB (INVEA SS)</a> does not seem overly excited by the offer, unless a competing bid comes north of SEK 251/share.</p>
<div>
<p>SOBI has been consistently trading above the offer price. The shares closed at SEK 242 on 10 September, c. 3% above the offer price.</p>
<p>The offer values SOBI at <strong>15.6x EV/Fwd EBITDA</strong>, vs. a median multiple of <strong>30x</strong> for takeovers of biotech firms announced <strong>over the past year</strong>, according to Bloomberg, and a median of <strong>20x</strong> for <strong>takeovers carried out since 2010</strong>, according to data compiled by S&amp;P Market Intelligence.</p>
<p>Median implied valuation across multiples (both LTM and NTM) of SOBI is <strong>SEK 246.71/share</strong>, c. <strong>5% above the offer price</strong>, and just 1.7% below the threshold at which the irrevocable undertakings would cease to apply.</p>
<p>On this basis, I believe that the offer from the bidding consortium may be sweetened; the market thinks alike. Recommendation is <strong>long SOBI SS</strong>, TP SEK 246.7. Further upside could come from a competing bid.</p>
</div>

A Swedish Orphan Biovitrum Ab (SOBI SS) takeover had been rumoured for years. In 2015, SOBI ended talks on a possible offer after reports that Biogen and Pfizer were among interested parties.
On 1 September, Advent International Corporation and GIC Special Investments Pte. Ltd. made an offer to acquire SOBI for SEK 69.4 bn, or SEK 235/share. The deal, once completed, could be the largest-ever LBO in Sweden and the largest LBO of a European healthcare company in five years.
The biding consortium is interested in SOBI’s product portfolio and focus on rare diseases.
There are irrevocable undertakings, 43.41% in aggregate, from Investor AB (36.45%) and Fjärde AP-Fonden (6.96%).  However, their agreement would lapse if another bid comes in at SEK 251/share and is recommended by the Board.
There is a minimum acceptance condition of 90% plus one share (necessary to initiate a compulsory acquisition procedure in respect of the remaining shares in the Company under the Swedish Companies Act). This means that the bidding consortium needs acceptances from 82.3% of the float, which although quite high, is achievable. It must be noted that the five largest holders own 58.65% of the share capital, whilst the 100 largest shareholders own 88.7% of the share capital.
Investor AB (INVEA SS) does not seem overly excited by the offer, unless a competing bid comes north of SEK 251/share.

SOBI has been consistently trading above the offer price. The shares closed at SEK 242 on 10 September, c. 3% above the offer price.
The offer values SOBI at 15.6x EV/Fwd EBITDA, vs. a median multiple of 30x for takeovers of biotech firms announced over the past year, according to Bloomberg, and a median of 20x for takeovers carried out since 2010, according to data compiled by S&amp;P Market Intelligence.
Median implied valuation across multiples (both LTM and NTM) of SOBI is SEK 246.71/share, c. 5% above the offer price, and just 1.7% below the threshold at which the irrevocable undertakings would cease to apply.
On this basis, I believe that the offer from the bidding consortium may be sweetened; the market thinks alike. Recommendation is long SOBI SS, TP SEK 246.7. Further upside could come from a competing bid.


Advent & GIC/SOBI: Awaiting a Sweetened Offer

<div>
<div>
<h3>Trends</h3>
</div>
</div>
<div>
<p>Discounts have not kept a clear trend since mid-June.</p>
</div>
<div>
<div>
<h3>Interesting situations and trades</h3>
</div>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p><a href="https://www.smartkarma.com/entities/carlsberg-a-s" target="_blank" data-smartkarma-citation="entities:22320:1" rel="noopener">Carlsberg A/S (CARLB DC)</a> B shares (with 1/10th of the voting rights of the A shares) are trading at a <strong>18.3% discount</strong> (down from July, coming from a 28.4% discount on 19 April) vs. the A shares), some demand for illiquid A shares seems to be the explanation. <strong>Maintain</strong> Long B shares/short A shares on, if you can get hold of any A shares.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/bayerische-motoren-werke-ag" target="_blank" data-smartkarma-citation="entities:21591:1" rel="noopener">Bayerische Motoren Werke AG (BMW GR)</a> exhibited a trend towards a reduction of the discount of preferred shares, until March 2020. The <strong>discount has tightened to 13.8%</strong> (vs. 22.1% by mid-April). The discount is approaching pre-Covid levels. Maintain <strong>long BMW prefs, short common</strong> shares on, with a target of a 12% discount.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/fuchs-petrolub-se" target="_blank" data-smartkarma-citation="entities:21624:1" rel="noopener">Fuchs Petrolub SE (FPE GR)</a>'s <strong>preference shares premium</strong> seems to vary within a range, which is probably liquidity related. It has <strong>tightened to 22.3%</strong> (down from 29.4% by mid-February and 34.4% in my October report). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote. They have never stated they would consolidate and pride to be #1 among the independent suppliers of lubricants.</p>
<p>Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. Maintain the trade <strong>long common/short prefs</strong> on, with a 10% target.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/henkel-ag-co-kgaa" target="_blank" data-smartkarma-citation="entities:21646:1" rel="noopener">Henkel AG &amp; Co KGaA (HEN3 GR)</a> shows a long-term trend towards a reduction of the premium of the preferred shares. The <strong>premium has tightened to 11.5% </strong>(vs. 15.7% by mid-May). Maintain the trade short prefs/long common shares with a 10% premium target.</p>
</li>
<li>
<p>Voting rights are valuable in a company like <a href="https://www.smartkarma.com/entities/volkswagen-ag" target="_blank" data-smartkarma-citation="entities:21738:1" rel="noopener">Volkswagen (VOW GR)</a>. <strong>Prefs discount has widened to 25.9%</strong> (vs. 20.5% by mid-May, 16.6% by mid-April and 31.8% on 18 March, highest levels since November 2009). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, the ordinary shares are also liquid. The shareholder structure of Volkswagen is stable, and there seems to be no reason why the discount of the prefs should widen. Volkswagen was considering a separate listing of its Porsche sports car brand in a deal that could boost its valuation, according to Bloomberg, but the company seems to have put those plans on ice. <a href="https://www.smartkarma.com/entities/traton-se" target="_blank" data-smartkarma-citation="entities:28140:1" rel="noopener">Traton SE (8TRA GR)</a>, a subsidiary majority owned by Volkswagen, is squeezing out the minorities (both ordinary and preferred shares) in <a href="https://www.smartkarma.com/entities/man-se" target="_blank" data-smartkarma-citation="entities:21670:1" rel="noopener">MAN SE (MAN GR)</a>. Recommendation is to <strong>avoid this trade for the time being</strong>.</p>
</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/entities/danieli-c-officine-meccaniche" target="_blank" data-smartkarma-citation="entities:21177:1" rel="noopener">Danieli &amp; C. Officine Meccaniche (DAN IM)</a>:  the mandatory conversion and extraordinary dividend were approved on the shareholders meetings on 28 October. The conversion date is yet to be announced but expected soon (I am aware I have been repeating this since November, but there has no been any further update from Danieli). Since announcement, the adjusted spread has ranged between -5.48% and 7.69%. It is currently 1.3%. Long Danieli ords/short Danieli savings shares, if and when the discount widens.</li>
<li>
<a href="https://www.smartkarma.com/entities/telecom-italia-sp-a" target="_blank" data-smartkarma-citation="entities:21075:1" rel="noopener">Telecom Italia Sp A (TIT IM)</a> savings shares are trading at a 10.2% premium to ordinary shares (vs. a 7.9% premium by mid-May). The market may think of a conversion of savings into ords à la Buzzi Unicem or Danieli, which makes financial sense as it would save the savings' dividend advantage. That would dilute the voting power of Vivendi (23.943% of the votes), albeit Vivendi could put its capital to better use than keeping an investment in Telecom Italia. <strong>Short savings/long ords</strong>.</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p><a href="https://www.smartkarma.com/entities/grifols-sa" target="_blank" data-smartkarma-citation="entities:21274:1" rel="noopener">Grifols SA (GRF SM)</a>B shares are trading at a <strong>35.0% discount</strong> (vs. 36.1% by mid-April and 39.7% by mid-February), there is a trend towards the tightening of this discount since March 2020 lows, albeit it is taking some time. There are some issues around Grifols leverage and some creative solutions to keeping it contained. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Also, the Spanish government plans to introduce double voting rights for "loyal" shareholders (those who have kept the shares for at least two years). Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade <strong>long B shares (traded on Nasdaq), short A shares (traded in Madrid)</strong>. The target is a 27% discount. Please note there is FX risk, which can be hedged.</p>
</li>
<li>
<p>The current discount in <a href="https://www.smartkarma.com/entities/atlas-copco-ab" target="_blank" data-smartkarma-citation="entities:22282:1" rel="noopener">Atlas Copco AB (ATCOA SS)</a> B shares vs. A shares is 15.2%  and seems to be on a <strong>widening trend</strong>.</p>
</li>
<li>
<p>On 10 May, Industrivärden divested its entire holding in <a href="https://www.smartkarma.com/entities/ssab-ab" target="_blank" data-smartkarma-citation="entities:22492:1" rel="noopener">SSAB AB (SSABA SS)</a> . Top shareholder is now LKAB (Luossavaara-Kiirunavaara Aktiebolag), a government owned Swedish mining company. LKAB is now consolidating its influence in SSAB "in order to take responsibility and ensure that the company continues to have a clear industrial ownership influence at a time when the steel industry is facing major change". On 7 June, LKAB communicated its increased holding in SSAB (16.0% of the votes and 10.5% of the capital). The <strong>discount has tightened to 11.3%</strong>, lower than July, due to LKAB not increasing its stake. It seems the time to go <strong>long B shares/short A shares</strong>.</p>
</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p>The discount in <a href="https://www.smartkarma.com/entities/volvo-ab" target="_blank" data-smartkarma-citation="entities:22521:1" rel="noopener">Volvo AB (VOLVB SS)</a> B shares has slightly tightened since mid-June, from 3.0% to 2.7% (vs. 0.8% discount by mid-February). Still <strong>highest levels since January 2016</strong>.</p>
</li>
<li>
<p>The discount of non-voting <a href="https://www.smartkarma.com/entities/roche-holding-ag-77bd09c9-b0c2-45ea-98f1-6a7ca01dc9c5" target="_blank" data-smartkarma-citation="entities:27906:1" rel="noopener">Roche Holding AG (ROG SW)</a> shares has <strong>widened to 7.9%</strong> (vs. 6.6% by mid-June, and it recently reached 8%), an unseen level since November 2011. The Hoffman family and related holds 45% of the voting rights (shareholder pooling agreement) whilst Novartis holds 33.3% of the voting rights. LTM average daily liquidity (in number of shares traded) for non-voting is 1,656k and 73k, for voting shares. So voting shares have blue-chip liquidity in their own right.</p>
</li>
<li>
<p>The discount in <a href="https://www.smartkarma.com/entities/schroders-plc" target="_blank" data-smartkarma-citation="entities:22134:1" rel="noopener">Schroders PLC (SDR LN)</a> has <strong>widened to 28.4%</strong> (vs 25.7% by mid-June, 30.6% by mid-March and 34.1% by mid-February). I would maintain long non-voting/short voting shares on.</p>
</li>
</ul>
</div>
<div>
<p>Please read on for table and charts.</p>
</div>



Trends



Discounts have not kept a clear trend since mid-June.



Interesting situations and trades





Carlsberg A/S (CARLB DC) B shares (with 1/10th of the voting rights of the A shares) are trading at a 18.3% discount (down from July, coming from a 28.4% discount on 19 April) vs. the A shares), some demand for illiquid A shares seems to be the explanation. Maintain Long B shares/short A shares on, if you can get hold of any A shares.


Bayerische Motoren Werke AG (BMW GR) exhibited a trend towards a reduction of the discount of preferred shares, until March 2020. The discount has tightened to 13.8% (vs. 22.1% by mid-April). The discount is approaching pre-Covid levels. Maintain long BMW prefs, short common shares on, with a target of a 12% discount.


Fuchs Petrolub SE (FPE GR)'s preference shares premium seems to vary within a range, which is probably liquidity related. It has tightened to 22.3% (down from 29.4% by mid-February and 34.4% in my October report). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote. They have never stated they would consolidate and pride to be #1 among the independent suppliers of lubricants.
Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. Maintain the trade long common/short prefs on, with a 10% target.


Henkel AG &amp; Co KGaA (HEN3 GR) shows a long-term trend towards a reduction of the premium of the preferred shares. The premium has tightened to 11.5% (vs. 15.7% by mid-May). Maintain the trade short prefs/long common shares with a 10% premium target.


Voting rights are valuable in a company like Volkswagen (VOW GR). Prefs discount has widened to 25.9% (vs. 20.5% by mid-May, 16.6% by mid-April and 31.8% on 18 March, highest levels since November 2009). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, the ordinary shares are also liquid. The shareholder structure of Volkswagen is stable, and there seems to be no reason why the discount of the prefs should widen. Volkswagen was considering a separate listing of its Porsche sports car brand in a deal that could boost its valuation, according to Bloomberg, but the company seems to have put those plans on ice. Traton SE (8TRA GR), a subsidiary majority owned by Volkswagen, is squeezing out the minorities (both ordinary and preferred shares) in MAN SE (MAN GR). Recommendation is to avoid this trade for the time being.






Danieli &amp; C. Officine Meccaniche (DAN IM):  the mandatory conversion and extraordinary dividend were approved on the shareholders meetings on 28 October. The conversion date is yet to be announced but expected soon (I am aware I have been repeating this since November, but there has no been any further update from Danieli). Since announcement, the adjusted spread has ranged between -5.48% and 7.69%. It is currently 1.3%. Long Danieli ords/short Danieli savings shares, if and when the discount widens.

Telecom Italia Sp A (TIT IM) savings shares are trading at a 10.2% premium to ordinary shares (vs. a 7.9% premium by mid-May). The market may think of a conversion of savings into ords à la Buzzi Unicem or Danieli, which makes financial sense as it would save the savings' dividend advantage. That would dilute the voting power of Vivendi (23.943% of the votes), albeit Vivendi could put its capital to better use than keeping an investment in Telecom Italia. Short savings/long ords.





Grifols SA (GRF SM)B shares are trading at a 35.0% discount (vs. 36.1% by mid-April and 39.7% by mid-February), there is a trend towards the tightening of this discount since March 2020 lows, albeit it is taking some time. There are some issues around Grifols leverage and some creative solutions to keeping it contained. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Also, the Spanish government plans to introduce double voting rights for "loyal" shareholders (those who have kept the shares for at least two years). Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade long B shares (traded on Nasdaq), short A shares (traded in Madrid). The target is a 27% discount. Please note there is FX risk, which can be hedged.


The current discount in Atlas Copco AB (ATCOA SS) B shares vs. A shares is 15.2%  and seems to be on a widening trend.


On 10 May, Industrivärden divested its entire holding in SSAB AB (SSABA SS) . Top shareholder is now LKAB (Luossavaara-Kiirunavaara Aktiebolag), a government owned Swedish mining company. LKAB is now consolidating its influence in SSAB "in order to take responsibility and ensure that the company continues to have a clear industrial ownership influence at a time when the steel industry is facing major change". On 7 June, LKAB communicated its increased holding in SSAB (16.0% of the votes and 10.5% of the capital). The discount has tightened to 11.3%, lower than July, due to LKAB not increasing its stake. It seems the time to go long B shares/short A shares.






The discount in Volvo AB (VOLVB SS) B shares has slightly tightened since mid-June, from 3.0% to 2.7% (vs. 0.8% discount by mid-February). Still highest levels since January 2016.


The discount of non-voting Roche Holding AG (ROG SW) shares has widened to 7.9% (vs. 6.6% by mid-June, and it recently reached 8%), an unseen level since November 2011. The Hoffman family and related holds 45% of the voting rights (shareholder pooling agreement) whilst Novartis holds 33.3% of the voting rights. LTM average daily liquidity (in number of shares traded) for non-voting is 1,656k and 73k, for voting shares. So voting shares have blue-chip liquidity in their own right.


The discount in Schroders PLC (SDR LN) has widened to 28.4% (vs 25.7% by mid-June, 30.6% by mid-March and 34.1% by mid-February). I would maintain long non-voting/short voting shares on.




Please read on for table and charts.


Liquid Universe of European Ordinary and Preferred Shares: July Report

Sweden

Investor AB is an industrial holding company. The Company owns significant shareholdings in major public multinational companies and conducts private equity activities in Europe, North America, and Asia. Investor takes an active ownership role in many of the companies it owns.

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

Investor (INVEB SS)

Selected European Holdcos and DLCs: December '21 Report

Premiums of selected DLC's have generally tightened during December. Discount to NAV of holdcos have shown mixed trends.

Jesus Rodriguez Aguilar

Selected European Holdcos and DLCs: October Report

Discounts to NAV for our selected European holdcos and DLCs have generally tightened during October. The report incorporates several SOTP...

Jesus Rodriguez Aguilar

Liquid Universe of European Ordinary and Preferred Shares: September Report

Spreads have generally widened during the last four weeks, in line with selling pressure on the markets. Interesting situations are: BMW, Fuchs,...

Jesus Rodriguez Aguilar

Advent & GIC/SOBI: Awaiting a Sweetened Offer

Median implied valuation across multiples is SEK 246.71/share, c. 5% above offer price. I believe that the offer from the bidding consortium may be...

Jesus Rodriguez Aguilar

Liquid Universe of European Ordinary and Preferred Shares: July Report

Discounts/Premiums have not followed a clear trend since mid-June. Interesting situations are Henkel, BMW, and SSAB, in my view.

Jesus Rodriguez Aguilar

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)