Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>A fortnight ago, I sought access to <a href="https://www.smartkarma.com/entities/l-occitane-international-sa" target="_blank" data-smartkarma-citation="entities:6772:1" rel="noopener">L'Occitane (973 HK)</a>'s lesser-known shareholder register, a byproduct of investigative disclosure reports under Chapter 571, s329 of the Securities and Futures Ordinance.</li>
<li>This is the same register I discussed in <a href="https://www.smartkarma.com/insights/giordano-709-hk-a-closer-look-at-the-shareholder-register-ahead-of-the-sgm" target="_blank" data-smartkarma-citation="insights:132358" rel="noopener">Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM</a>; and one also used by proxy solicitors. </li>
<li>The register confirms what has been long rumoured about a certain shareholder activist. It is also informative for what isn't present. </li>
</ul>


A fortnight ago, I sought access to L'Occitane (973 HK)'s lesser-known shareholder register, a byproduct of investigative disclosure reports under Chapter 571, s329 of the Securities and Futures Ordinance.
This is the same register I discussed in Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM; and one also used by proxy solicitors. 
The register confirms what has been long rumoured about a certain shareholder activist. It is also informative for what isn't present. 


L'Occitane (973 HK): Who Owns What, And When

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.</li>
<li>Highest spreads: <a href="https://www.smartkarma.com/entities/yichang-hec-changjiang-pharmaceutical" target="_blank" data-smartkarma-citation="entities:21040:1" rel="noopener">Yichang HEC Changjiang Pharma (1558 HK)</a>, <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a>, <a href="https://www.smartkarma.com/entities/qv-equities-ltd" target="_blank" data-smartkarma-citation="entities:24284:1" rel="noopener">QV Equities Ltd (QVE AU)</a>, <a href="https://www.smartkarma.com/entities/ansarada-group-ltd" target="_blank" data-smartkarma-citation="entities:30718:1" rel="noopener">Ansarada Group Ltd (AND AU)</a>, <a href="https://www.smartkarma.com/entities/malaysia-airports-holdings-bhd" target="_blank" data-smartkarma-citation="entities:117:1" rel="noopener">Malaysia Airports Holdings (MAHB MK)</a>. </li>
<li>Lowest spreads: <a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a>, <a href="https://www.smartkarma.com/entities/mma-offshore-ltd" target="_blank" data-smartkarma-citation="entities:594:1" rel="noopener">Mma Offshore (MRM AU)</a>, <a href="https://www.smartkarma.com/entities/great-eastern-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13993:1" rel="noopener">Great Eastern Holdings (GE SP)</a>, <a href="https://www.smartkarma.com/entities/mimasu-semiconductor-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:5531:1" rel="noopener">Mimasu Semiconductor Industry (8155 JP)</a>, <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral Ltd (BLD AU)</a>. </li>
</ul>


We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: Yichang HEC Changjiang Pharma (1558 HK), Hollysys Automation Technologies (HOLI US), QV Equities Ltd (QVE AU), Ansarada Group Ltd (AND AU), Malaysia Airports Holdings (MAHB MK). 
Lowest spreads: Chilled &amp; Frozen Logistics Holdings (9099 JP), Mma Offshore (MRM AU), Great Eastern Holdings (GE SP), Mimasu Semiconductor Industry (8155 JP), Boral Ltd (BLD AU). 


Merger Arb Mondays (20 May) - L'Occitane, China TCM, SciClone, Malaysia Airports, I'rom, Hollysys

HK/China Healthcare Analyst (ex-Fosun Pharma)

Xinyao (Criss) Wang

<ul>
<li>The HK$34/share offer price is final, which exceeds all-time high closing price of HK$33.60/share since IPO in 2010. EUR6 billion is equivalent to a PE of 52.17x, higher than peers.</li>
<li>Deploying China's sinking market is “a good story full of imagination”. However, it may fail to bring expected profits considering increasing competition/potential price war, leading to uncertain future performance growth.</li>
<li>For minority shareholders, this privatization provides an attractive opportunity to monetise their investments at a premium over market price. We don't think the current "technical bull market" to be lasting. </li>
</ul>


The HK$34/share offer price is final, which exceeds all-time high closing price of HK$33.60/share since IPO in 2010. EUR6 billion is equivalent to a PE of 52.17x, higher than peers.
Deploying China's sinking market is “a good story full of imagination”. However, it may fail to bring expected profits considering increasing competition/potential price war, leading to uncertain future performance growth.
For minority shareholders, this privatization provides an attractive opportunity to monetise their investments at a premium over market price. We don't think the current "technical bull market" to be lasting. 


L'Occitane (973.HK) Privatization - The Offer Price Is Good Enough

<ul>
<li>In the 29th April HK$34/share <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0429/2024042905713.pdf" target="_blank" rel="noopener">VGO announcement</a>, a share scrip alternative may be afforded if 10% of <a href="https://www.smartkarma.com/entities/l-occitane-international-sa" target="_blank" data-smartkarma-citation="entities:6772:1" rel="noopener">L'Occitane (973 HK)</a>'s disinterested shareholders expressed interest by the 15th May</li>
<li>That pre-condition has been <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0516/2024051601273.pdf" target="_blank" rel="noopener">satisfied</a>. However, we are none the wiser whether you receive shares of the levered-up Bidco, at some undetermined scrip ratio; or keep shares of L’Occitane as-is.</li>
<li>Some shareholders, like Butler Hall, considered terms low-balled. They now have the option to rollover. But there are still other large activists on the register, whose intentions are not known. </li>
</ul>


In the 29th April HK$34/share VGO announcement, a share scrip alternative may be afforded if 10% of L'Occitane (973 HK)'s disinterested shareholders expressed interest by the 15th May
That pre-condition has been satisfied. However, we are none the wiser whether you receive shares of the levered-up Bidco, at some undetermined scrip ratio; or keep shares of L’Occitane as-is.
Some shareholders, like Butler Hall, considered terms low-balled. They now have the option to rollover. But there are still other large activists on the register, whose intentions are not known. 


L'Occitane (973 HK): On Activism And The Scrip Alternative

<ul>
<li>
<a href="https://www.smartkarma.com/entities/l-occitane-international-sa" target="_blank" data-smartkarma-citation="entities:6772:1" rel="noopener">L'Occitane (973 HK)</a> announced that the share alternative pre-condition was satisfied. However, The share alternative offer is at the offeror’s discretion and with the consent of the financing parties. </li>
<li>The share alternative offer poses a dilemma due to the requirement to satisfy the minimum acceptance condition while not breaching the upper limit of the share alternative offer.</li>
<li>The share alternative offer is a play on higher multiples by relisting the business. At HK$50.00, L’Occitane would trade in line with its median global beauty peers’ multiples.</li>
</ul>



L'Occitane (973 HK) announced that the share alternative pre-condition was satisfied. However, The share alternative offer is at the offeror’s discretion and with the consent of the financing parties. 
The share alternative offer poses a dilemma due to the requirement to satisfy the minimum acceptance condition while not breaching the upper limit of the share alternative offer.
The share alternative offer is a play on higher multiples by relisting the business. At HK$50.00, L’Occitane would trade in line with its median global beauty peers’ multiples.


L’Occitane (973 HK): Dilemma as the Share Alternative Pre-Condition Met

Hong Kong

L'Occitane International S.A. is a global, natural and organic ingredient based cosmetics and well-being products enterprise.  The Company designs, manufactures and markets a wide range of cosmetics and well-being products based on natural and organic ingredients sourced principally from or near Provence.

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L'Occitane (973 HK)

L'Occitane (973 HK): Who Owns What, And When

I still expect this deal to get up. But until the scrip Offer specifics are pinned down; and possibly an irrevocable attached to that scrip/cash...

David Blennerhassett

Merger Arb Mondays (20 May) - L'Occitane, China TCM, SciClone, Malaysia Airports, I'rom, Hollysys

This week, the highest gross spreads are HEC Pharma (84.7%), Hollysys (16.5%), QV Equities (9.1%), Ansarada (8.7%), Malaysia Airports (8.3%), China...

Arun George

L'Occitane (973.HK) Privatization - The Offer Price Is Good Enough

The Offeror has received valid expressions of interest from Minority Shareholders holding, in aggregate, not less than 10% of Disinterested Shares....

Xinyao (Criss) Wang

L'Occitane (973 HK): On Activism And The Scrip Alternative

The Offeror prevaricating over the scrip alternative, despite sizeable interest; plus an activist potentially able to blockthe deal; expect shares...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

L'Occitane (973 HK): Who Owns What, And When

I still expect this deal to get up. But until the scrip Offer specifics are pinned down; and possibly an irrevocable attached to that scrip/cash...

David Blennerhassett

Merger Arb Mondays (20 May) - L'Occitane, China TCM, SciClone, Malaysia Airports, I'rom, Hollysys

This week, the highest gross spreads are HEC Pharma (84.7%), Hollysys (16.5%), QV Equities (9.1%), Ansarada (8.7%), Malaysia Airports (8.3%), China...

Arun George

L'Occitane (973.HK) Privatization - The Offer Price Is Good Enough

The Offeror has received valid expressions of interest from Minority Shareholders holding, in aggregate, not less than 10% of Disinterested Shares....

Xinyao (Criss) Wang

L'Occitane (973 HK): On Activism And The Scrip Alternative

The Offeror prevaricating over the scrip alternative, despite sizeable interest; plus an activist potentially able to blockthe deal; expect shares...

David Blennerhassett

L’Occitane (973 HK): Dilemma as the Share Alternative Pre-Condition Met

While a positive, the share alternative offer needs to balance the requirement to satisfy the minimum acceptance condition while not breaching the...

Arun George