Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Beijing Jingneng Clean Energy / Event-Driven


For the month of November, 18 new deals were discussed on Smartkarma with an overall announced deal size of ~US$20bn.


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



Regis Healthcare (REG AU) 
Retirement
0.4
Poss. Scheme
25%


Regis Healthcare (REG AU): Potential New Home For The Old


Think Childcare (TNK AU) 
Childcare
0.1
Poss. Scheme
8%


Think Childcare (TNK AU) : Takeover Proposal From Alceon Group Seems Light


Vitalharvest Freehold Trust (VTH AU) 
Agriculture
0.1
Scheme
27.4%


Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon






Hong Kong




Beijing Jingneng Clean Energy (579 HK) 
Energy
2.8
Vol. Offer
70.89%


Beijing Jingneng (579 HK): Privatisation Offer From Parent






Japan



Honshu Chemical Industry (4115 JP) 
Chemical
0.1
Tender Offer
42.6%


Honshu Chemical (4115) - An Embarrassment of Riches


Imasen Electric Industrial (7266 JP) 
Auto parts
0.1
Partial Tender
41%


Imasen Electric Partial Tender - Set Governance to Ludicrous Mode


Japan Asia (3751 JP) 
Community ops
0.2
Tender Offer
70.5%


Japan Asia (3751 JP) Management Buyout: Should There Be a BUMP?


Joban Kaihatsu (1782 JP) 
Construction
0.1
Tender Offer
32%


SmallCap Joban Kaihatsu Founder Tries a Free MBO


Kansai Mirai Financial (7321 JP) 
Financials
0.6
Tender Offer
3%


Resona To Take Kansai Mirai Private!







Keihanshin Building (8818 JP) 

Building leasing
0.2
Partial Tender
1%


Opportunistic Keihanshin (8818) Tender Offer Designed to Fail


Kenedix Inc (4321 JP) 
Real estate
1.25
Tender Offer
32%


A Curiously Unsatisfying Takeover Bid For Kenedix


Tohto Suisan (8038 JP) 
Fresh seafood
0.2
Partial Tender
9.2%


Tohto Suisan Partial Tender Offer - A Weird Tender Which Leads To Listed Zombie-Ism


Tokyo Dome Corp (9681 JP) 
Amusement parks
1.0
Rumoured



Mitsui Fudosan Tender For Tokyo Dome (9681) Mooted, and Tokyo Dome Sells Itself For the Wrong Price  


Yomiuri Land (9671 JP) 
Theme Park
0.4
Tender Offer
26%


Yomiuri Land (9671) Takeover - Probably The Wrong Price But Whaddya Gonna Do?










Malaysia



Batu Kawan Bhd (BAK MK) 
Chemical/rubber
0.1
MGO
13.14%


Batu Kawan (BAK MK)'s Mandatory Offer for CCM: Low Risk Risk Arb






US



China Biologic Products (CBPO US) 
Medical
1.9
Merger
16.8%


China Biologics (CBPO US): Firm Offer Backed By Prerequisite Votes










Europe/UK



Aryzta AG (ARYN VX) 
B2B solutions
0.9
Indicative Offer
32%


Aryzta - Elliott: Prospective Offer


RSA Insurance (RSA LN) 
Insurance
9.5
Offer
48%


RSA - Intact Financial &amp; Tryg: Generous Break-Up Takeover Proposal





Source: Smartkarma Insights

The above does not include the US$0.2bn SPA for amaysim Australia (AYS AU) discussed in Amaysim To Be Wound-Up After Mobile Sale.

Technically, China Biologic Products (CBPO US) was first mentioned on Smartkarma 14 months ago - but now we have a firm offer.


The average premium for the new deals announced (or first discussed) in November was ~29% and the YTD average premium for all deals discussed on Smartkarma (139 all-in) is ~31.5%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was 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 November 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) 

15-Nov: 3P Learning (3PL AU) : Indian Ed-Tech Giant BYJU's Competitive Bid 24-Nov: 3P Learning (3PL AU): Ed-Tech Deal Faces a New Twist




Cardinal Resources (CDV AU) 

4-Nov: In an ASX update, Cardinal Resources (CDV AU) goes into detail the numerous Takeover Panel applications. All of a bit of a mess right now.  25-Nov: Cardinal Resources: Three's A Crowd 26-Nov: Nordgold extends its Offer until the 14 December for Cardinal Resources (CDV AU) while continuing to air its concerns over E&amp;P's Offer. Cardinal continues to unanimously recommend Shandong's Offer.




Citadel Group (CGL AU) 

No November update




Coca Cola Amatil (CCL AU) 

4-Nov: A Scheme implementation Deed has now been entered into, at $12.75/share. The Scheme Meeting is expected to be held in early/mid-March, with an expected implementation date in late March/early April. 




Cromwell Property (CMW AU) 

17-Nov: Board spill for Cromwell Property (CMW AU). One more step for ARA.  26-Nov: ARA's proportional Offer will close on the 30 November.




DWS Ltd (DWS AU) 

No November update




Link Administration Holdings (LNK AU) 

25-Nov: An update to say there is no update




OptiComm Ltd (OPC AU) 

3-Nov: OptiComm Ltd (OPC AU) announced it "not received any contact whatsoever from Aware Super " since 15 October.
6-Nov: OptiComm Ltd (OPC AU) shareholders overwhelmingly approve Scheme.




Northern Star Resources (NST AU) 

25-Nov: some finance conditions are met




Village Roadshow (VRL AU) 

9-Nov: In a new announcement, Village Roadshow (VRL AU) said the A$0.12/share uplift is now locked in.
12-Nov: Spheria said it will vote against Scheme B for Village Roadshow (VRL AU).
17-Nov: Mittleman ups stake in Village Roadshow (VRL AU) to 14.34% from 12.87%.
23-Nov: Village Roadshow: Rollercoaster Economics
27-Nov: Mittleman Brothers posted a presentation, which describes its concerns regarding the currently proposed takeover of VLR.  "The current A$2.95 to A$3.00 range of best outcomes provided still appears unfairly low versus our estimate of indicative fair value which is currently A$5.24 per share."





 




Hong Kong


Comments (with links to announcements &amp; insights)




Allied Properties (H.K.) (56 HK) 
26-Nov: The High Court just upheld the appeal. And the Scheme will now be sanctioned Allied Prop (56 HK): In High Court Today .... 




AMVIG Holdings (2300 HK) 
2-Nov: The Composite doc has now been delayed until the 18 November.   18-Nov: Offer doc for AMVIG Holdings (2300 HK) is out. The first close is the 9 December. The IFA says the Offer is fair &amp; reasonable.   25-Nov: Offer for AMVIG Holdings (2300 HK) now declared unconditional in all respects. 



Beijing Jingneng Clean Energy (579 HK) 
18-Nov: Beijing Jingneng (579 HK): Privatisation Offer From Parent




Car Inc (699 HK) 
14-Nov: Car Inc (699 HK): MBK's Firm Offer




Changshouhua Food (1006 HK) 

11-Nov: China Zhongdi Dairy (1492 HK) will hold an EGM on the 2 December to consider the Offer from Inner Mongolia Yili Industrial Group (A) (600887 CH).
19-Nov: Fortune Hero, with 4.04%, has given an irrevocable to accept the Offer for China Zhongdi Dairy (1492 HK).
25-Nov: More irrevocables trickle in for China Zhongdi Dairy (1492 HK). This takes the shares held plus irrevocables to 96.58%, and is therefore expected to turn unconditional on the 7th day after the despatch of the Composite Doc.




CIMC-TianDa Holdings (445 HK) 
No November update



Cross Harbour Holdings (32 HK) 
4-Nov: The Offer is now unconditional in all respects. The Offer will remain open for acceptances until the 23 November. 



Get Nice Holdings (64 HK) 

25-Nov: Composite Doc despatched for Get Nice Financial Group Ltd (1469 HK).




Haier Electronics Group Co (1169 HK) 

14-Nov:Pre-conditions have now been fulfilled for the Haier Electronics Group Co (1169 HK) Offer. 16-Nov: Haier Electric (1169 HK): The "H-Share" Guessing Game




Hengxing Gold Holding (2303 HK) 

3-Nov: As expected, the despatch of the Scheme Doc has been pushed back to 30 November, from 4 November.
13-Nov: Pre-conditions have now been fulfilled for the Hengxing Gold Holding (2303 HK) Offer.




Leyou Technologies (1089 HK) 

12-Nov: Leyou Tech (1089 HK): Offer Doc Despatched




Macau Legend Development (1680 HK) 

2-Nov: The Composite Document is out. The closing date is the 24 November. The IFA says fair &amp; reasonable.




Powerleader Science &amp; Technology Group (8236 HK) 

No November update




Shanghai Prime Machinery H (2345 HK) 

3-Nov: As expected, the Composite Doc for  Shanghai Prime Machinery H (2345 HK) has been delayed until 22 January, if need be. 
25-Nov: SEG's shareholders approve the merger of Shanghai Prime Machinery H (2345 HK). This is one of the pre-cons. Regulatory approvals form other pre-cons are still outstanding. 




Sun Art Retail (6808 HK) 

9-Nov: As expected, the Composite Doc has been delayed - but only for a week, and is now expected to be despatched on or before the 18 November. 
27-Nov: Sun Art (6808 HK): Offer Doc Out. Not Fair And Reasonable




Yixin Group Ltd (2858 HK) 
6-Nov: Yixin (2858 HK)’s Downstream Unconditional MGO 11-Nov: Composite Doc is out for Yixin Group Ltd (2858 HK). The first (&amp; probably last) close is the 2 December. 











India


Comments (with links to insights)




Allcargo Logistics (AGLL IN) 

No November update




Hexaware Technologies (HEXW IN) 

No November update




INEOS Styrolution India Limited (INEOS IN) 

No November update













Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
No November update, but Oasis now over 5%



Medical &amp; Biological Laboratories (4557 JP) 

No November update




NTT Docomo Inc (9437 JP) 

11-Nov: NTT/Docomo - The KDDI Quibble
17-Nov:Surprising NTT Docomo Tender Result Accelerates Squeezeout, Great Re-Allocation, Nikkei 225 Change
27-Nov: The Other Docomo Selldown and TOPIX Buy  Delisting scheduled for late December.




Shimachu Co Ltd (8184 JP) 

13-Nov: Nitori's Bid for Shimachu Goes Friendly as Shimachu Dumps DCM
16-Nov: DCM Holdings (3050 JP) has extended its Tender Offer for Shimachu Co Ltd (8184 JP) by 10 days, so now it ends on 1 December 2020.  This gives it time to await an expected Phase 1 decision by the JFTC regarding the bid by Nitori Holdings (9843 JP). It was something of a no-brainer for them to extend.   On 27Nov, DCM extended again.




Softbrain (4779 JP) 

Tender Offer succeeded.  27Nov: EGM to consolidate is 29 Dec. Delisting to be 19 Jan.














Singapore


Comments (with links to insights and announcements)




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

27-Nov:  ESR-REIT/Sabana: Furphys And Fear-Mongering
















Thailand


Comments 




COL PCL (COL TB) 
No November update


















Middle East


Comments 




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

No November update










Europe/UK


Comments (with links to announcements and insights)




Ahlstrom-Munksjo (AM1 FH) 
No November update



Altice NV A (ATC NA) 


No November update




CaixaBank SA (CABK SM) 
No November update



G4S PLC (GFS LN) 
6-Nov: G4S Playing Hard-To-Get




Play Communications SA (1P1 GR) 
No November update



Talktalk Telecom (TALK LN) 
No November update



William Hill (WMH LN) 
No November update






For the month of October, 15 new deals were discussed on Smartkarma with an overall announced deal size of ~US$31bn.


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




Coca Cola Amatil (CCL AU) 
Beverage Bottler
6.9
Poss. Scheme
25%


Coca Cola Amatil: Flat Or Fizzy?







Link Administration Holdings (LNK AU) 
Super registry
2.1
Poss. Scheme
30%


Link Admin/PEP: All Together Now. Again Link Admin: Hardball Tactics After Meagre Bump 



Northern Star Resources (NST AU) / Saracen Mineral Holdings (SAR AU) 
Mining
4.4
Scheme




Northern Star/Saracen: Merger Of Equals
Saracen – Trade the Northern Star Deal and Then Stay Long Northern Star




Hong Kong




CIMC-TianDa Holdings (445 HK) 
Airport facilities
0.3
Scheme
20.36%


CIMC-Tianda (445 HK): Scheme Offer Lead By CIMC



Hengxing Gold Holding (2303 HK) 
Mining
0.3
Pre-con Scheme
(2.43%)


Hengxing (2303 HK): Offer From Shandong Gold



Powerleader Science &amp; Tech (8236 HK) 
Cloud Computing
0.1
Merger by Absorption
14.6%


Powerleader (8236 HK): Small Deal, Trading Wide



Shanghai Prime Machinery H (2345 HK) 
Turbines
0.4
Merger by Absorption
68.4%


Shanghai Prime (2345 HK): Delisting Offer From Parent



Sun Art Retail (6808 HK) 
Hypermarkets
2.2
MGO
2.14%


Sun Art (6808 HK): Alibaba Takes Control



Japan




Medical &amp; Biological Lab (4557 JP) 
Diagnostics
0.1
Tender Offer
23.8%


JSR (4185 JP) Tender Offer for Medical &amp; Biological Labs (4557 JP)


Shimachu Co Ltd (8184 JP)
Retailer
1.6 - 2.1
Tender Offer
45.8%/91.0%



DCM Does a Full Takeover of Shimachu - Looks Like a Strong Price. Look Again Nitori To Make a Rival Bid for Shimachu? More Fun To Go 
Gaming Out a Nitori Bid for Shimachu Nitori Bids UP For Shimachu - Now Things Slow Down  




US




HUYA Inc (HUYA US) 
Gaming
7.2
Merger



Huya – Generous for Douyu and the New Global Streaming Landscape Gets Interesting



PNM Resources (PNM US) 
Energy
4.3
Tender Offer
10%


PNM Resources - Iberdrola: Friendly Acquisition



Wanda Sports Group (WSG US) 
Events
0.1
Prelim Proposal
38.9%


Wanda Sports (WSG US): Preliminary Proposal From Dalian Wanda



Europe/UK




G4S PLC (GFS LN) 
Security Service
0.4
Cash Offer
30%


G4S - GardaWorld: Lowball Offer



Talktalk Telecom (TALK LN) 
Telco
1.0
Non-binding Offer
17%


TalkTalk - Toscafund: Preliminary &amp; Non-Binding Proposal





Source: Smartkarma Insights


The average premium for the new deals announced (or first discussed) in October was ~25% and the YTD average premium for all deals discussed on Smartkarma (121 all-in) is ~32%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was 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 October 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) 

15-Oct: FRB approval 20-Oct: Scheme Meeting set for the 20 Nov




Cardinal Resources (CDV AU) 

22-Oct: Cardinal Resources: Nordgold's "Competing Offer"
23-Oct: Cardinal announced that shareholders holding 19.38% of shares out intend to accept Shandong's unconditional off-market Offer by 30 October - provided there be no superior proposal, or is Shandong extends its Offer (currently expected to close on the 30 October, unless extended). 23-Oct: Nordgold has now lodged an application with the Takeovers Panel concerning “the clear and unambiguous interpretation” of Shandong’s Last and Final Statement.
27-Oct: Nordgold has withdrawn its Takeovers Panel application. But stands its ground that Shandong's statements are materially misleading.




Citadel Group (CGL AU) 

29-Oct: Scheme Meeting set for the 1 December.




Cromwell Property (CMW AU) 

No October update




DWS Ltd (DWS AU) 

13-Oct: DWS will not declare or pay any permitted special dividend. The Scheme payment will be fixed at A$1.20/share.




OptiComm Ltd (OPC AU) 

13-Oct: OptiComm: Aware Super's Superior Optics 15-Oct: OptiComm: Uniti Sees Aware And Raises




Village Roadshow (VRL AU) 

6-Oct: Mittleman bumps stake to 10.09% (from 8.50% previously) and according to media reports, opposes BGH's Scheme.    7-Oct: Village Roadshow (VRL AU) said it would proceed with the Scheme - and is engaged in correspondence with Mittleman.   12-Oct: The Independent Expert concludes the Offer is fair &amp; reasonable. 










Hong Kong


Comments (with links to announcements &amp; insights)




Allied Properties (H.K.) (56 HK) 
5-Oct: Remarkably - the judge has declined to sanction the Scheme.
Here's the judgment. Para 66 mentions the headcount test. I have no clue why - HK-incorporated companies do not adhere to a headcount test. Baffling.
12-Oct: Allied Properties (56 HK): Amateur Hour 19-Oct: Allied has appealed the High Court judgment. The Appeal will be heard on Monday, 23rd November 2020 at 10:00 a.m.



AMVIG Holdings (2300 HK) 
4-Oct: SPA is done - conditional MGO triggered. Composite doc to be dispatched on or before 15 October.  15-Oct: Composite doc has been delayed until the 2 November from the 15 October. This was to be expected. I had the 30 October in my initial timetable. 



Beijing Jingneng Clean Energy (579 HK) 
5-Oct: In its monthly update, the company announces that there is no update.



Car Inc (699 HK) 
No October update



CGN New Energy Holdings (1811 HK) 
30-Sep: The deal is off.



Changshouhua Food (1006 HK) 
26-Oct: Scheme doc out - court meeting to be held on the 19 November. Cheques on (or before) the 14 December. IFA (Somerley) considers the Offer fair &amp; reasonable. 



China Zhongdi Dairy (1492 HK) 
16-Oct: The despatch of the Composite Doc has been pushed out to the 18 January 2021. A significant delay. This may not complete until early 2Q21.  23-Oct: I see 12.11% of shares out have moved into Halycon, according to CCASS. That is Green Farmlands stake, part of the Offeror's.  27-Oct: 27.99% of shares out have given irrevocables to accept the MGO. That will take the Offeror's stake to 71.74%, at a minimum, under the MGO.



Cross Harbour Holdings (32 HK) 
7-Oct: The Composite Doc has been delayed until the 23 Oct (on or before) from the 8 October. Such a delay is pretty standard.   23-Oct: The Composite Doc for Cross Harbour Holdings (32 HK) has been despatched. The first close is the 23 Nov.



Get Nice Holdings (64 HK) 

22-Oct: Composite doc dispatched for Get Nice Holdings (64 HK). The first close is the 13 November. 




Haier Electronics Group Co (1169 HK) 

12-Oct: Haier Electronics Group Co (1169 HK) announced that Haier Smart Home (600690 CH)'s application with the CSRC for the proposed issuance of HSH H shares is "progressing".




Leyou Technologies (1089 HK) 

8-Oct: Re: regulatory approvals, Leyou Technologies (1089 HK) said Canadain and US regulatory bodies have signed off on the Offer from Tencent Holdings (700 HK). Scheme doc to be despatched on or before the 9 November. 




Macau Legend Development (1680 HK) 

5-Oct: The stake sale completed. The MGO is now triggered. The Composite Doc is expected to be despatched on the 12 October. 12-Oct: The Composite Document has been delayed until the 21 October, from the 12 October. This was expected but is still a full month earlier than what I would have anticipated.   21-Oct: The Composite Document has now been further delayed until the 3 November. Getting closer to my 21 November despatch target. 




Yixin Group Ltd (2858 HK) 
23-Oct: Bitauto Holdings (BITA US) shareholders approve the merger plan. The merger is expected to close on or around the 10 November. The Composite Doc for Yixin Group Ltd (2858 HK)'s downstream MGO will then be despatched 7 business days later.









India


Comments (with links to insights)




Allcargo Logistics (AGLL IN) 

25-Oct: Allcargo Logistics (AGLL IN): Shareholder Vote Encouraging. Buying Opportunity




Hexaware Technologies (HEXW IN) 

No October update




INEOS Styrolution India Limited (INEOS IN) 

No October update




J.B. Chemicals &amp; Pharmaceut (JBCP IN) 

No October update




Sequent Scientific (SEQ IN) 

No October update




Vedanta Ltd (VEDL IN) 

4-Oct: Vedanta Limited Reports Results: KEY Info on Deal Funding Embedded 8-Oct: Vedanta Limited Reports Results: KEY Info on Deal Funding Embedded 8-Oct: Vedanta - Someone Is Playing Silly Buggers But Even On The Last Day Investor Strategy Matters 11-Oct: Vedanta Delisting Proposal/Offer Fails (We Think) 11-Oct: Vedanta (VEDL IN): A Failed Delisting Will Now Pressure The Stock 13-Oct: VEDL Delisting Fail Day1 - Reading Between the Lines of the Trading Data 21-Oct: Vedanta Limited - Caught in Economic Purgatory but Governance Hell?

















Indonesia


Comments 




Bank Permata (BNLI IJ) 

No October update











Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
No October update



FamilyMart Co Ltd (8028 JP) 

22-Oct: FamilyMart Co Ltd (8028 JP) has now officially been designated a Security to be Delisted by the TSE. The last day of trading is November 11. Delisting Date is November 12. 22-Oct: Familymart Delisting and Its Nikkei 225 Replacement Is Nexon (3659)




Hinokiya Holdings (1413 JP) 

No October update



 Hitachi Capital (8586 JP) / Mitsubishi UFJ Lease &amp; Finance (8593 JP) 

26-Oct: The Right Trade May Be Hitachi




Keihin Corp (7251 JP) / Showa Corp (7274 JP) 

16-Oct: Honda Tenders Done - Now For The Residuals 28-Oct: The TOPIX exclusions on Showa Corp (7274 JP), Nissin Kogyo (7230 JP), and Keihin Corp (7251 JP) took place after the close. Now it will be the trickle-out until delisting. Delisting will be on 11 November, and the last day of trading will be on the 10th. Effective Date of the Acquisition is the 13th of November. 




Kirindo Holdings (3194 JP) 

16-Oct: In what might be a first that I have seen, Kirindo Holdings (3194 JP) today announced the Record Date for the EGM to be held to squeeze out minorities. That's not unusual. What IS unusual is that it has happened prior to the end of the Tender Offer. The EGM itself will be sometime in December. The date of the EGM may be announced on 19 October.  27-Oct: successful at 69.75%. Now we head to EGM and delisting. 




LIXIL VIVA (3564 JP) 

15 Oct:  Buyback Tender successful.




Mcubs Midcity Investment Cor (3227 JP) 

22-Oct: Unitholders have approved the Deal. Japan Retail Fund Investment (8953 JP) unit holders have also voted in favour of the transaction. 




Nichii Gakkan Co (9792 JP) 

Delisting expected 5 November




NTT Docomo Inc (9437 JP) 

13-Oct: NTT Docomo: The Three Arbs and the Great Re-Allocation Trade




Ryoyo Electro (8068 JP) 

No October update




Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 
22-Oct: SanyoChem/Shokubai Deal Cancelled - The Trick Is NOT to Look Inside the Diaper




Softbrain (4779 JP) 

No October update
















New Zealand


Comments (with links to announcements)




Metlifecare Ltd (MET NZ) 

3-Oct: Metlifecare Ltd (MET NZ) shareholders approve Scheme.  "It is anticipated that the Scheme will be implemented and shareholders will be paid NZ$6 per share on or around 29 October 2020". 
8-Oct: Metlifecare Ltd (MET NZ) has announced a "shareholder has lodged a Notice of Opposition to the High Court application for the Scheme of Arrangement with Asia Pacific Village Group Limited".
14-Oct: The High Court hearing has been delayed until the 20 October from the 15 October. 
15-Oct:  Metlifecare: Statutory Vacuum
18-Oct: The Panel has given a "no objection" statement. The Court does not have to rely on this statement - but it usually does. This looks (finally) done. 
20-Oct: Metlifecare: Scheme Sanctioned. Potential Bad Precedent Averted











Singapore


Comments (with links to insights and announcements)




Accordia Golf Trust (AGT SP) 

Now in progress/wind-down mode




Capitaland Commercial Trust (CCT SP) 

12-Oct: Capitaland Commercial Trust (CCT SP) has announced that the Trust Scheme was sanctioned by the Court yesterday and confirmed that the last trading day of the CCT units will be the 16 October.




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

No October update










Taiwan


Comments 




Boardtek Electronics (5349 TT) 
No October update



Casetek Holdings (5264 TT) 
1-Oct: According to various media sources, shareholders have approved the merger with Pegatron. 








Thailand


Comments 




COL PCL (COL TB) 
No October update










Vietnam


Comments (with links to announcements)




Viglacera Corp (VGC VN) 
No October update










Middle East


Comments 




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

No October update









Europe/UK


Comments (with links to announcements and insights)




Ahlstrom-Munksjo (AM1 FH) 
No October update



Altice NV A (ATC NA) 
No October update



Bolsas y Mercados Espanoles (BME SM) 
No October update



CaixaBank SA (CABK SM) 
28-Oct: Bankia - CaixaBank: Merger in Progress, Spread Attractive




Play Communications SA (1P1 GR) 
No October update



William Hill (WMH LN) 
5-Oct: William Hill - Caesars (Almost) Done Deal, Trading Above Terms






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<p>Back on the 12 October,  <a href="https://www.smartkarma.com/entities/link-administration-holdings-ltd" target="_blank" data-smartkarma-citation="entities:970:1" rel="noopener">Link Administration Holdings (LNK AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02292481-2A1255763?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> a conditional, non-binding indicative proposal from a consortium comprising PEP and the Carlyle Group, by way of a Scheme. The indicative cash price was A$5.20/share, a 30% premium to last close. Perpetual, holding 9.65% of shares out, said it would vote for a firm Offer of $5.20/share and above.</p>
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<div>On the 23 October, Link <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02297758-2A1258281?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> the proposal from PEP/Carlyle "<em>materially undervalued the company</em>". </div>
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<h3>The New News</h3>
<p>PEP/Carlyle have <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02298663-2A1258716?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">now</a> tabled a A$5.40/share non-binding indicative Offer, in cash. The proposal includes an option of a cash offer for Link ex-Property Exchange Australia (PEXA) of 3.80/share, along with the ability to take an indirect interest in PEXA.  Shareholders with 14.62% of shares out have stated their intention to vote in favour of PEP/Carlyle's latest proposal, in the absence of a superior offer.</p>
<p>PEP/Carlyle said it requires six weeks of due diligence, and if DD access is not provided by the 28 October, they will walk.</p>
<p>For just a 3.8% bump, that is a tad aggressive. That adds risk to a firm deal unfolding.</p>
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<p>As always, more below the fold.</p>
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Back on the 12 October,  Link Administration Holdings (LNK AU) announced a conditional, non-binding indicative proposal from a consortium comprising PEP and the Carlyle Group, by way of a Scheme. The indicative cash price was A$5.20/share, a 30% premium to last close. Perpetual, holding 9.65% of shares out, said it would vote for a firm Offer of $5.20/share and above.

On the 23 October, Link said the proposal from PEP/Carlyle "materially undervalued the company". 

The New News
PEP/Carlyle have now tabled a A$5.40/share non-binding indicative Offer, in cash. The proposal includes an option of a cash offer for Link ex-Property Exchange Australia (PEXA) of 3.80/share, along with the ability to take an indirect interest in PEXA.  Shareholders with 14.62% of shares out have stated their intention to vote in favour of PEP/Carlyle's latest proposal, in the absence of a superior offer.
PEP/Carlyle said it requires six weeks of due diligence, and if DD access is not provided by the 28 October, they will walk.
For just a 3.8% bump, that is a tad aggressive. That adds risk to a firm deal unfolding.


As always, more below the fold.


Link Admin: Hardball Tactics After Meagre Bump

<p>Back in <a href="https://www.financialstandard.com.au/news/pacific-equity-partners-to-purchase-asx-perpetual-registrars-19426" target="_blank" rel="noopener">August 2005</a>, Private Equity Partners acquired share registry outfit ASX Perpetual Registrars (APR) for ~A$132mn. PEP followed with the acquisition of Telstra's fund administrator Australian Administration Services, which was rebranded Link Administration, which subsequently acquired APR.</p>
<p>After further, substantial investments and tech upgrades, PEP IPO'ed <a href="https://www.smartkarma.com/entities/link-administration-holdings-ltd" target="_blank" data-smartkarma-citation="entities:970:1" rel="noopener">Link Administration Holdings (LNK AU)</a> in October 2015 at $6.37/share, the top end of the range. PEP cleared out its holding in September 2016 at A$8.38/share. </p>
<p>Link has morphed since PEP's exit, significantly growing its domestic and global operations, via the acquisition of UK-based Capital Asset Services in <a href="https://www.linkgroup.com/media/Link-Group-CAPITA-ASSET-SERVICES-Acquisition-web-release.pdf" target="_blank" rel="noopener">2017</a> (for A$1.493bn); the Property Exchange Australia (known as PEXA), Australia's first digital property settlement platform, acquired by a Link-led consortium (alongside CBA and Morgan Stanley) in 2018 for <a href="https://www.computerworld.com/article/3469078/cba-link-group-and-morgan-stanley-snap-up-pexa.html" target="_blank" rel="noopener">$1.6bn</a>, which increased Link's shareholding to 44.2% from 19.8%; and the acquisition of Pepper Group's European loan servicing, advisory, and asset management business for A$266mn in January this year.</p>
<h3>The New News</h3>
<p>Link has announced its has received a conditional, non-binding indicative proposal from a consortium comprising PEP and the Carlyle Group, by way of a Scheme. The indicative cash price is A$5.20/share, a 30% premium to last close.</p>
<p>Perpetual, holding 9.65% of shares out, said it would vote for a firm Offer of $5.20/share and above.</p>
<p>This is a non-binding proposal and there is no guarantee a firm offer will unfold. </p>
<p>But this is a business with which PEP is well acquainted, having orchestrated and developed Link's initial business 15 years ago.</p>
<p>As always, more below the fold.</p>

Back in August 2005, Private Equity Partners acquired share registry outfit ASX Perpetual Registrars (APR) for ~A$132mn. PEP followed with the acquisition of Telstra's fund administrator Australian Administration Services, which was rebranded Link Administration, which subsequently acquired APR.
After further, substantial investments and tech upgrades, PEP IPO'ed Link Administration Holdings (LNK AU) in October 2015 at $6.37/share, the top end of the range. PEP cleared out its holding in September 2016 at A$8.38/share. 
Link has morphed since PEP's exit, significantly growing its domestic and global operations, via the acquisition of UK-based Capital Asset Services in 2017 (for A$1.493bn); the Property Exchange Australia (known as PEXA), Australia's first digital property settlement platform, acquired by a Link-led consortium (alongside CBA and Morgan Stanley) in 2018 for $1.6bn, which increased Link's shareholding to 44.2% from 19.8%; and the acquisition of Pepper Group's European loan servicing, advisory, and asset management business for A$266mn in January this year.
The New News
Link has announced its has received a conditional, non-binding indicative proposal from a consortium comprising PEP and the Carlyle Group, by way of a Scheme. The indicative cash price is A$5.20/share, a 30% premium to last close.
Perpetual, holding 9.65% of shares out, said it would vote for a firm Offer of $5.20/share and above.
This is a non-binding proposal and there is no guarantee a firm offer will unfold. 
But this is a business with which PEP is well acquainted, having orchestrated and developed Link's initial business 15 years ago.
As always, more below the fold.

Global Special Situations & Strategy, SR Services Ltd

David Lepper

Global Special Situations & Strategy

SR Services Ltd

SR Services provides Strategic Knowledge and Solutions services for Family Offices and Corporate Business. 

We deliver this via advisory services, strategic planning, opportunity analysis/sourcing, as well as solution implementation. 

Whilst, we create intellectual discipline and operational leverage for your projects or daily activities, our ultimate objective is to empower whilst enhancing your decision making. 

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<ul>
<li>
<strong>Our</strong> <strong>Q4-2019 Small-Mid Cap High-Risk list of stocks produced an average price decline of 6.1% and on a market cap weighted basis a decline of 8.6%</strong>. In comparison, the MSCI Asia Pacific Index posted a decline of 4.1% over the same period. The stock rank quality of the Q4 2019 list increased mere1.5 points or 0.46% for the period. Refer: <a href="https://www.smartkarma.com/insights/screening-the-silk-road-small-mid-cap-high-risk-names-to-avoid-q4-2019" target="_blank" data-smartkarma-citation="insights:34640" rel="noopener">Screening the Silk Road: Small-Mid Cap High Risk Names to Avoid: Q4 2019</a> </li>
<li>
<strong>17 stocks appear in our Q1 2020 screen, compared to 16, 14, 19 and 26 in Q4, Q3, Q2 and Q1 2019 respectively</strong>. The average stock rank in our list has decreased 2.8 to 72.1 points since December 2019. The reduction reflects some of the decisive bearish moves in recent weeks within the Asian Universe. This has seen the market making a more defined separation of Quality, Value and relative Momentum, which we had felt was overdue in Q4 2019.</li>
<li>
<strong>Deteriorating credit metrics</strong> support our view that the level of risk appears is increasing within the small-mid cap universe. </li>
</ul>



Our Q4-2019 Small-Mid Cap High-Risk list of stocks produced an average price decline of 6.1% and on a market cap weighted basis a decline of 8.6%. In comparison, the MSCI Asia Pacific Index posted a decline of 4.1% over the same period. The stock rank quality of the Q4 2019 list increased mere1.5 points or 0.46% for the period. Refer: Screening the Silk Road: Small-Mid Cap High Risk Names to Avoid: Q4 2019 

17 stocks appear in our Q1 2020 screen, compared to 16, 14, 19 and 26 in Q4, Q3, Q2 and Q1 2019 respectively. The average stock rank in our list has decreased 2.8 to 72.1 points since December 2019. The reduction reflects some of the decisive bearish moves in recent weeks within the Asian Universe. This has seen the market making a more defined separation of Quality, Value and relative Momentum, which we had felt was overdue in Q4 2019.

Deteriorating credit metrics support our view that the level of risk appears is increasing within the small-mid cap universe. 


Screening the Silk Road: Q1 2020 Small-Mid Cap High Risk Names to Avoid

Australia

Link Administration Holdings Limited operates as a holding company. The Company, through its subsidiaries, provides fund administration, corporate markets, information, and digital and data services. Link Administration Holdings serves customers worldwide.

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Link Administration (LNK AU)

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