Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>On the 9 February, <a href="https://www.smartkarma.com/entities/kerry-logistics-network-ltd" target="_blank" data-smartkarma-citation="entities:367:1" rel="noopener">Kerry Logistics Network (636 HK)</a> ("KLN") <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0210/2021021000043.pdf" target="_blank" rel="noopener">announced</a> a pre-conditional Partial Offer from  <a href="https://www.smartkarma.com/entities/maanshan-dingtai-rare-a" target="_blank" data-smartkarma-citation="entities:4128:1" rel="noopener">S.F. Holding (002352 CH)</a> ("SFH"). SFH intended to acquire 931.21mn shares or 51.8% of shares outstanding, of KLN. The Offer price is HK$18.80/share - a 19.83% discount to last close, although KLN's shares gained 25% prior to the suspension.</p>
<p>Pre-conditions were numerous - 17 all-told - including approvals from SAMR, NDRC, MoC, CFIUS, FTC, and a waiver from the relevant Thai authorities not to make a downstream Offer for <a href="https://www.smartkarma.com/entities/kerry-express-thailand" target="_blank" data-smartkarma-citation="entities:29253:1" rel="noopener">Kerry Express Thailand (KEX TB)</a>.</p>
<p>The Partial Offer was also conditional on KLN selling its Hong Kong and Taiwan warehouses to its parent company. Proceeds from that sale would be paid to shareholders on the Record Date (means the date immediately prior to the Final Closing Date of the Partial Offer) as a special dividend totalling HK$7.28/share. Shareholders who tender will get HK$7.28 on <em>all</em> their shares and HK$18.80 for the shares taken up under the Partial Offer. </p>
<p>Below is a timeline of events since the initial announcement:</p>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 108.135px;">
<h3>Date</h3>
</td>
<td style="width: 637.877px;">
<h3>Data in that Date</h3>
</td>
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<tr>
<td style="width: 108.135px;">30-Mar-21</td>
<td style="width: 637.877px;">
<p>The controlling shareholders of KLN, including <a href="https://www.smartkarma.com/entities/kerry-properties-ltd" target="_blank" data-smartkarma-citation="entities:3320:1" rel="noopener">Kerry Properties (683 HK)</a>, plus shares held by executive directors, comprise 63.1% of shares out. These shareholders have given an irrevocable to tender 575.545mn shares or 32% of shares out. Those irrevocables have now been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0330/2021033003206.pdf" target="_blank" rel="noopener">fulfilled</a> - this forms part of the pre-conditions.</p>
<p> </p>
<p>Elsewhere, KLN/ SF Holdings transaction is understood to be under a SAMR simple case review.</p>
</td>
</tr>
<tr>
<td style="width: 108.135px;">9-Apr-21</td>
<td style="width: 637.877px;">
<a href="https://www.smartkarma.com/entities/kerry-logistics-network-ltd" target="_blank" data-smartkarma-citation="entities:367:1" rel="noopener"></a>KLN <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0409/2021040901991.pdf" target="_blank" rel="noopener">announced</a> that the antitrust approval has been received from the State Administration for Market Regulation with respect to the Partial Offer.</td>
</tr>
<tr>
<td style="width: 108.135px;">3-May-21</td>
<td style="width: 637.877px;">KLN announced it will hold an SGM on the <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0503/2021050300069.pdf" target="_blank" rel="noopener">26 May</a> for shareholders to vote on the sale of the Hong Kong and Taiwan warehouse businesses to Kerry Holdings. </td>
</tr>
<tr>
<td style="width: 108.135px;">26-May-21</td>
<td style="width: 637.877px;">At the SGM KLN shareholders overwhelmingly <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0526/2021052600981.pdf" target="_blank" rel="noopener">approved</a> the sale of its Hong Kong, Taiwan warehouse business to Kerry Holdings.</td>
</tr>
<tr>
<td style="width: 108.135px;">7-Jun-21</td>
<td style="width: 637.877px;">The free float waiver from the SFC was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0607/2021060701185.pdf" target="_blank" rel="noopener">received</a>. </td>
</tr>
<tr>
<td style="width: 108.135px;">15-Jun-21</td>
<td style="width: 637.877px;">Shareholders of Kerry Props <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0615/2021061501141.pdf" target="_blank" rel="noopener">approve</a> the Partial Offer. </td>
</tr>
<tr>
<td style="width: 108.135px;">29-Jun-21</td>
<td style="width: 637.877px;">CFIUS approval <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0629/2021062900794.pdf" target="_blank" rel="noopener">received</a>. </td>
</tr>
<tr>
<td style="width: 108.135px;">20-Jul-21</td>
<td style="width: 637.877px;">
<a href="https://www.smartkarma.com/entities/kerry-logistics-network-ltd" target="_blank" data-smartkarma-citation="entities:367:1" rel="noopener"></a>KLN <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0720/2021072000823.pdf" target="_blank" rel="noopener">announced</a> approval by the Independent Shareholders in respect of the Special Deal Agreements and the Framework Services Agreement had been obtained.</td>
</tr>
<tr>
<td style="width: 108.135px;">2-Aug-21</td>
<td style="width: 637.877px;">
<p>KLN <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0802/2021080201361.pdf" target="_blank" rel="noopener">announced</a> NDRC and MoC approval has been received as to the partial offer.</p>
</td>
</tr>
<tr>
<td colspan="2" style="width: 108.135px;"><em>Source: Various HKEx announcements</em></td>
</tr>
</tbody>
</table>
</div>
<div>
<p>Exactly on the Long Stop date, KLN has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0809/2021080901151.pdf" target="_blank" rel="noopener">announced</a> all of the pre-cons have been met - or waived (the Thai waiver in particular) - and that the Composite Document is expected to be dispatched, on or before, the 16 August.</p>
<p>The timing of that Record Date and the Close of the Offer suggests the FY21 Interim Dividend will likely be added to terms.</p>
</div>
<div>
<p>More below the fold.  Plus Ye Olde Arb Grids - or at least one of them. </p>
</div>


On the 9 February, Kerry Logistics Network (636 HK) ("KLN") announced a pre-conditional Partial Offer from  S.F. Holding (002352 CH) ("SFH"). SFH intended to acquire 931.21mn shares or 51.8% of shares outstanding, of KLN. The Offer price is HK$18.80/share - a 19.83% discount to last close, although KLN's shares gained 25% prior to the suspension.
Pre-conditions were numerous - 17 all-told - including approvals from SAMR, NDRC, MoC, CFIUS, FTC, and a waiver from the relevant Thai authorities not to make a downstream Offer for Kerry Express Thailand (KEX TB).
The Partial Offer was also conditional on KLN selling its Hong Kong and Taiwan warehouses to its parent company. Proceeds from that sale would be paid to shareholders on the Record Date (means the date immediately prior to the Final Closing Date of the Partial Offer) as a special dividend totalling HK$7.28/share. Shareholders who tender will get HK$7.28 on all their shares and HK$18.80 for the shares taken up under the Partial Offer. 
Below is a timeline of events since the initial announcement:




Date


Data in that Date



30-Mar-21

The controlling shareholders of KLN, including Kerry Properties (683 HK), plus shares held by executive directors, comprise 63.1% of shares out. These shareholders have given an irrevocable to tender 575.545mn shares or 32% of shares out. Those irrevocables have now been fulfilled - this forms part of the pre-conditions.
 
Elsewhere, KLN/ SF Holdings transaction is understood to be under a SAMR simple case review.



9-Apr-21

KLN announced that the antitrust approval has been received from the State Administration for Market Regulation with respect to the Partial Offer.


3-May-21
KLN announced it will hold an SGM on the 26 May for shareholders to vote on the sale of the Hong Kong and Taiwan warehouse businesses to Kerry Holdings. 


26-May-21
At the SGM KLN shareholders overwhelmingly approved the sale of its Hong Kong, Taiwan warehouse business to Kerry Holdings.


7-Jun-21
The free float waiver from the SFC was received. 


15-Jun-21
Shareholders of Kerry Props approve the Partial Offer. 


29-Jun-21
CFIUS approval received. 


20-Jul-21

KLN announced approval by the Independent Shareholders in respect of the Special Deal Agreements and the Framework Services Agreement had been obtained.


2-Aug-21

KLN announced NDRC and MoC approval has been received as to the partial offer.



Source: Various HKEx announcements





Exactly on the Long Stop date, KLN has announced all of the pre-cons have been met - or waived (the Thai waiver in particular) - and that the Composite Document is expected to be dispatched, on or before, the 16 August.
The timing of that Record Date and the Close of the Offer suggests the FY21 Interim Dividend will likely be added to terms.


More below the fold.  Plus Ye Olde Arb Grids - or at least one of them. 


Kerry Logistics (636 HK): Pre-Cons Done. Partial Offer To Commence Next Week

Last Week in Event SPACE:  Afterpay, SPH, ESR Cayman, Prosus/Naspers, Kingsoft, Milton, SOHO China


For the month of July, 13 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$34bn.



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




5G Networks Ltd/Australia (5GN AU) /  Webcentral (WCG AU) 
Telco
0.1
Scheme
n.a.


Webcentral - 5GN Merger: A Small-Cap Merger Aimed at ASX300 Status



Australian Pharmaceutical Industries (API AU) 
Healthcare
0.5
Scheme
20.5%


API AU: The Hunter Turns The Hunted As Wesfarmers Makes A Move



Empired Ltd (EPD AU) 
Systems
0.2
Scheme
64.6%


Empired (EPD AU): Capgemini's Full Offer



iCar Asia Ltd (ICQ AU) 
Auto portal
0.2
Scheme
83%


ICar (ICQ AU): Carsome &amp; Catcha Carpool



Iress Ltd (IRE AU) 
Software
2.3
Scheme
23%


Iress (ASX AU) Bats Away EQT - For Now



Oil Search Ltd (OSH AU) 
O&amp;G
7.1
Scheme
12.3%


Santos/Oil Search: Getting Facts Straight



Rhipe Ltd (RHP AU) 
Software
0.1
Scheme
20%


Rhipe (RHP AU): Crayon Sees Silver in Them Thar Clouds



Spark Infrastructure (SKI AU) 
Utility
3.9
Scheme
26%



Spark Infra (SKI AU): KKR &amp; OTPPB's Tilts Falls Short
Spark Infrastructure (SKI AU): KKR &amp; OTPPB Pay Up




Sydney Airport (SYD AU) 
Airports
17.0
Scheme
42%


Sydney Airports (SYD AU): Opportunistic Tilt Amid Cloudy Future



Youfoodz Holdings (YFZ AU) 
Home delivery
0.1
Scheme
82.4%


Youfoodz (YFZ AU): HelloFresh's Lowball Takeover Offer Difficult to Block But Not UnBumbable



Hong Kong




Beijing Capital Land Ltd H (2868 HK) 
Real Estate
0.4
Merger by Absorption
62.8%


Beijing Capital Land (2868 HK): Delisting Offer From Parent



Nature Home Holding Company (2083 HK) 
Floorboarding
0.1
Scheme
17.2%


Nature Home (2083 HK): Possible Takeover Target Nature Home (2083 HK)'s Full Offer



South Korea




Green Cross Cell (031390 KS) / Green Cross LabCell (144510 KS) 
Biopharmaceutical
1.5
Merger
n.a.


GC Cell - GC LabCell: Korean Biopharma Merger Trading Tight


Source: Smartkarma Insights







The average premium for the new deals announced (or first discussed) in July was ~41%, with a year-to-date average of ~34% (102 deals &amp; total deal size of US$195bn). This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively. 
Offer Premium Summary

     




2019


2020


2021 YTD



Australia
33.0%
32.4%
35.2%


Hong Kong
25.2%
34.7%
34.5%


Japan
44.0%
35.2%
28.5%


ROW
29.1%
24.2%
35.3%


Average
31.5%
31.1%
33.5%


Source: Smartkarma Insights 







Summary of News in July 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)





Australia


Comments (with links to announcements &amp; insights)




Altium Ltd (ALU AU) 

20-Jul: Autodesk Inc (ADSK US)'s early June Offer for Altium Ltd (ALU AU) was terminated.




APN Property Group (APD AU) 

27-Jul: All resolutions passed at the Scheme Meeting




Bingo Industries (BIN AU) 

13-Jul: All resolutions passed at the Scheme Meeting




Boral Ltd (BLD AU) 

14-Jul:  Boral's Bump Earned, Likely to Extend, but THEN WHAT? 19-Jul: Boral (BLD AU): Index Impact from Seven's Offer 22-Jul: Boral Ltd: Seven's Done Deal. What Happens Next?
29-Jul: The Seven Group Holdings (SVW AU) Offer for Boral Ltd (BLD AU) was not extended (as announced on 28 Sep). The deal closed yesterday. The resulting ownership is now 69.6%. 




Crown Resorts (CWN AU) 

22-Jul: Star Entertainment Group (SGR AU) walks away from its proposal for Crown Resorts (CWN AU). That's not a good look. 




Galaxy Resources (GXY AU) 

7-Jul: Scheme Booklet dispatched. The Scheme Meeting will be held on the 6 August.




Hansen Technologies (HSN AU) 

16-Jul: Co-operation agreement entered into




Japara Healthcare (JHC AU) 

27-Jul: Japara Healthcare (JHC): Calvary Takes Charge




Mainstream Group Holdings Ltd (MAI AU) 
No July update



Milton Corp Ltd (MLT AU) 

21-Jul: Milton's Marvelous Arb Meanders Along... Marvelously




Think Childcare (TNK AU) 

No July update












Hong Kong


Comments (with links to announcements &amp; insights)




Bestway Global Holding (3358 HK) 

16-Jul: Scheme Doc pushed out to the 31 August. 




China Machinery Engineering (1829 HK) 

6-Jul: CMEC (1829 HK): Circ Out. H-Class Meeting Firmed. Looks Done




China Traditional Chinese Medicine (570 HK) 

9-Jul: In its monthly update regarding a potential Offer, China Traditional Chinese Medicine (570 HK) says there is no update.




China Youzan Limited (8083 HK) 

15-Jul: In its monthly update, China Youzan (8083 HK) said in its monthly update, that there is no update.




Chong Hing Bank (1111 HK) 

30-Jul: Chong Hing Bank (1111 HK): Scheme Doc Out. IFA Says Fair



Kerry Logistics Network (636 HK)
20-Jul: Kerry Logistics Network (636 HK) announced approval by the Independent Shareholders in respect of the Special Deal Agreements and the Framework Services Agreement had been obtained.



Rivera Holdings (281 HK) 

23-Jul: Scheme approved. 




Sichuan Languang Justbon Service (2606 HK) 

15-Jul: Desliting conditions met. Last day of trading is the 9 August. 




Soho China Ltd (410 HK) 

2-Jul: SOHO China (410 HK): Known Knowns As Spread Widens 30-Jul: SOHO China (410 HK): In For a Penny .... 




WH Group (288 HK) 

5-Jul: WH Group - Trading Opportunities Abound 10-Jul: WH Group - Long-Only Fundamental Investors Can Take Advantage Too 30-Jul: WH Group Offer Doc Out - This Little Piggy Went To Market.










India


Comments (with links to insights)




Adani Power (ADANI IN) 

23- Jul: After going limit up today, to INR 101.80/share, Adani Power (ADANI IN) is now back above INR 100/share after having fallen from INR 160. The 1-year deadline to file the Delisting Offer to the Exchange is 23 July. The Exchange would respond within 5 business days if they file. 




Mphasis Ltd (MPHL IN) 

No July update




Vedanta Ltd (VEDL IN) 

No July update









Japan


Comments (with links to announcements &amp; insights)




Aomori Bank (8342 JP) / Michinoku Bank (8350 JP) 
No July update


EPS Holdings (4282 JP)
9-Jul: The bidder for EPS Holdings (4282 JP) now has 86.97%. This will lead us to an EGM and a squeezeout. 



Hitachi Metals (5486 JP) 

No July update




Invesco Office J Reit (3298 JP) 

28-Jul: Invesco Real Estate Deal for Invesco Office (3298) Successful - Now For the Aftermath



Japan Asia (3751 JP)
14-Jul: City Index Eleventh has raised its bid from ¥960/share to ¥970/share. That forces an extension from expected end date tomorrow to the 30th of July. That's why it was raised. He doesn't have enough shares to do what he wants yet. But in raising it, he has gotten the board to agree to recommend his offer, which is something pretty special. 



Locoguide (4497 JP) / Kufu (4399 JP)

9-Jul: Kufu (4399 JP) confirmed on 7th July 2021 that shareholders have voted in favour of the Deal. Locoguide (4497 JP) shareholder vote (which was quite straightforward as the top shareholder held more than two-thirds) was also confirmed on 25th June 2021. Both stocks are expected to be delisted on 29th September 2021. The combined NewCo will be listed on 1st October 2021. 



Maruka Machinery (7594 JP) / Furusato Industries (8087 JP) 
No July update



Oliver Corp (7959 JP) 
No July update



Sakai Ovex (3408 JP) 
27-Jul: Sakai Ovex MBO Reloaded - Up 27% from Last Weak Bump But Still Cheap




Sanshin Electronics (8150 JP) 
No July update



Sawada Holdings (8699 JP) 

3-Jul: Sawada (8699) - Upsilon To End Its Tender, and Khan Bank Applies to List




Secom Co Ltd (9735 JP) 

No July update




Takeei Corp (2151 JP) 

8-Jul: Takeei (2151 JP) - Rever (5690 JP): Shareholder Approvals Complete - Road to TOPIX Upweight Clear




Toshiba Corp (6502 JP) 

20-Jul: Toshiba Corp (6502 JP) Chapter 5: Assessing the Next Move 21-Jul: Toshiba Support Cracked




Yamada Denki (9831 JP) 

No July update












Malaysia


Comments 




IHH Healthcare (IHH MK) 
No July update



Ijm Plantations (IJMP MK) 
No July update



MMC Corp Bhd (MMC MK) 
14-Jul: the Offeror has granted the Company an extension of time to no later than 5.00pm on 30 August 2021 for the Company to respond to the Offeror with its decision as to whether or not to implement and to recommend the Proposed SCR to the Entitled Shareholders for their consideration, based on the terms set out in the SCR Offer Letter.









New Zealand


Comments (&amp; link to insight)




Tilt Renewables Ltd (TLT NZ) 

15-Jul: At the Scheme Meeting,  shareholders representing 91.84% of all Tilt Renewables' shares on issue, voted by proxy or at the meeting. Over 75% of the votes of shareholders in each interest class who were entitled to vote and who voted, were cast in favour of the Scheme. Further, of all the votes cast, 99.94% of votes were in favour of the Scheme.








Singapore


Comments (&amp; link to insight)




Dutech Holdings (DTECH SP) 

15-Jul: Offer price revised to $0.435/share. Offer closes on the 2 August.






Last Week in Event SPACE: Capitaland, Boral, Milton/WHSP, Santos/Oil Search, Education Profit Ban

Last Week in Event SPACE: SOHO China, Toshiba, Boral Ltd, Yageo/Chilisin, Microstrategy

Hong Kong

Kerry Logistics Network Limited provides logistics services in Asia and internationally. The Company offers integrated logistics services, as well as leases warehousing space in Hong Kong and provides international freight forwarding services.

Price Gauge
52-week Range	0.00 - 0.00
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Kerry Logistics Network (636 HK)

Kerry Logistics (636 HK): Pre-Cons Done. Partial Offer To Commence Next Week

As it is, and taking the view the Controlling Shareholders will not tender more than the Irrevocable Quantity, buying around here looks reasonable.

David Blennerhassett

Last Week in Event SPACE: Afterpay, SPH, ESR Cayman, Prosus/Naspers, Kingsoft, Milton, SOHO China

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: July 2021 Roundup

The average premium for new deals announced (or first discussed) in July was ~41%, with a YTD average of ~34%. This compares to the average premium...

David Blennerhassett

Last Week in Event SPACE: Capitaland, Boral, Milton/WHSP, Santos/Oil Search, Education Profit Ban

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

Last Week in Event SPACE: SOHO China, Toshiba, Boral Ltd, Yageo/Chilisin, Microstrategy

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

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)