Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

When <a href="https://www.smartkarma.com/entities/showa-denko-k-k" target="_blank" data-smartkarma-citation="entities:1496:1" rel="noopener">Showa Denko K.K. (4004 JP)</a> presented their H1 <a href="https://www.sdk.co.jp/assets/files/english/ir/library/pdf_presentation/results2021-2q.pdf" target="_blank" rel="noopener">results</a> on 10 August 2021, and later held their analyst call, it seemed quite bullish. The company was a year ahead of its internal integration efforts after having purchased Hitachi Chemical (renaming it Showa Denko Materials) in a HUGE debt-financed deal in 2020. The company noted that all businesses were operating well and that residual negative numbers coming from restructuring costs and other weaknesses were simply a matter of time to overcome.The company showed an OP forecast which even it admitted was light, and for the year the forecast at ¥85bn remains significantly impacted by the amortisation of goodwill due to the purchase of the Hitachi Chemicals business (¥17.6bn this year). This is to say that OP would be 20% higher if Showa Denko had used US-GAAP or IFRS to account for the purchase of Hitachi Chem.Net Income forecasts out years from now are impacted by this cost to amortise the purchase goodwill. The call was interesting in that it talked about efforts to reduce interest-bearing debt, and also talked about aggressive investment measures. That probably should have been a hint. The shares fell hard from the 17th to the 20th as crude oil did too. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/227/837/original/Screenshot+2021-09-04+at+5.14.22+PM.png?1630746942" class="editor-image img-responsive" data-smartkarma-image-id="227837"></figure></section>And 13 days after the earnings release the company <a href="https://www.sdk.co.jp/assets/files/english/news/2021/20210823_sdknewsrelease_e.pdf" target="_blank" rel="noopener">announced</a> an equity sale where they would sell 35.1mm shares (including greenshoe) to investors. That is a big number, at roughly a quarter of the pre-existing share count. It is even bigger when you consider shareholder structure. Pricing is likely on 6 September. Below the fold we look at shareholder structure, offer structure, and index demand.

When Showa Denko K.K. (4004 JP) presented their H1 results on 10 August 2021, and later held their analyst call, it seemed quite bullish. The company was a year ahead of its internal integration efforts after having purchased Hitachi Chemical (renaming it Showa Denko Materials) in a HUGE debt-financed deal in 2020. The company noted that all businesses were operating well and that residual negative numbers coming from restructuring costs and other weaknesses were simply a matter of time to overcome.The company showed an OP forecast which even it admitted was light, and for the year the forecast at ¥85bn remains significantly impacted by the amortisation of goodwill due to the purchase of the Hitachi Chemicals business (¥17.6bn this year). This is to say that OP would be 20% higher if Showa Denko had used US-GAAP or IFRS to account for the purchase of Hitachi Chem.Net Income forecasts out years from now are impacted by this cost to amortise the purchase goodwill. The call was interesting in that it talked about efforts to reduce interest-bearing debt, and also talked about aggressive investment measures. That probably should have been a hint. The shares fell hard from the 17th to the 20th as crude oil did too. And 13 days after the earnings release the company announced an equity sale where they would sell 35.1mm shares (including greenshoe) to investors. That is a big number, at roughly a quarter of the pre-existing share count. It is even bigger when you consider shareholder structure. Pricing is likely on 6 September. Below the fold we look at shareholder structure, offer structure, and index demand.

Showa Denko (4004 JP) Offering - Supply, Passive Demand, and Opportunity

Technical Analyst, Vermilion Research

Joe Jasper

Technical Analyst

Technical and Quantitative Research

Vermilion Research

Vermilion’s objective is to deliver timely, actionable, and unique technical research to professional investors through the application of our various technical indicators.

Our research strategists seek to highlight securities which we believe are at major inflection points, based on our various technical and quantitative indicators, and offer asymmetric risk/return profiles. Our unique research methodology, centered on relative strength, enables our strategists to deliver superior investment recommendations.

Our process begins by organizing the universe of actively traded stocks into discrete sectors, then into industry groups. We then apply our technical and quantitative tools to identify developing price trends. Once attractive trends are identified within a selected sector or group, we screen for individual stocks which we believe offer the best risk/reward profile. We provide a historical perspective that often reveals, through our long-term charts, how price patterns often repeat themselves over time.

Technical Analysis

Shanghai Shenzhen CSI 300 Inde / Technical Analysis

Global equities (MSCI ACWI, ACWI ex-US, and EAFE) remain bullish with their uptrends intact, and the MSCI Emerging Markets index continues to hold above major support at $52 on the EEM-US. Additionally, Europe’s STOXX 50 and Hong Kong’s Hang Seng are on the cusp of short-term breakouts, while the major indexes in China (Shanghai Composite &amp; CSI 300) are currently breaking above short-term resistance... see chart below. Considering the absence of breakdowns and the fact that market dynamics remain largely positive, our overall constructive outlook remains appropriate.

Global equities (MSCI ACWI, ACWI ex-US, and EAFE) remain bullish with their uptrends intact, and the MSCI Emerging Markets index continues to hold above major support at $52 on the EEM-US. Additionally, Europe’s STOXX 50 and Hong Kong’s Hang Seng are on the cusp of short-term breakouts, while the major indexes in China (Shanghai Composite &amp; CSI 300) are currently breaking above short-term resistance... see chart below. Considering the absence of breakdowns and the fact that market dynamics remain largely positive, our overall constructive outlook remains appropriate.

Chinese Indexes Headed Higher; Actionable Themes: Transportation, Materials, and Services

Last November,  <a href="https://www.smartkarma.com/entities/mitsui-co-ltd" target="_blank" data-smartkarma-citation="entities:20799:1" rel="noopener">Mitsui &amp; Co Ltd (8031 JP)</a> and <a href="https://www.smartkarma.com/entities/mitsui-chemicals-inc" target="_blank" data-smartkarma-citation="entities:1703:1" rel="noopener">Mitsui Chemicals (4183 JP)</a> jointly announced they would launch a Tender Offer for the 46% of shares of <a href="https://www.smartkarma.com/entities/honshu-chemical-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:9094:1" rel="noopener">Honshu Chemical Industry (4115 JP)</a> that they did not own.I wrote about it in <a href="https://www.smartkarma.com/insights/honshu-chemical-4115-an-embarrassment-of-riches" target="_blank" data-smartkarma-citation="insights:45197" rel="noopener">Honshu Chemical (4115) - An Embarrassment of Riches</a>. The deal was that after receiving all the approvals, perhaps in May 2021, they would launch a Tender Offer at ¥1830, which implied an EV//EBITDA of 2.7x.When Q3 earnings were announced in February, <a href="https://www.smartkarma.com/entities/honshu-chemical-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:9094:1" rel="noopener">Honshu Chemical Industry (4115 JP)</a> lifted its OP forecast by 24% and its Net Income forecast by 33% to ¥1.8bn. But as there was no event yet for the Tender Offer, there was no "need" to review the Board's support for the Tender Offer. I wrote about how this was WRONGER in <a href="https://www.smartkarma.com/insights/honshu-chemical-what-was-the-wrong-price-gets-wronger" target="_blank" data-smartkarma-citation="insights:48124" rel="noopener">Honshu Chemical - What WAS the Wrong Price Gets Wronger</a>.Last week I wrote about how this looked like it might get wronger still. On Friday, Honshu Chemical reported Revenues 2.4% higher than forecast for the full year (note the entire difference arrived in Q4. The OP result was more than 10% higher than the February upward revision to Guidance. The Net Profit number came in at ¥2.06bn, which was 14.4% higher than February guidance and 53% higher than guidance as of the Announcement. The extra cash added to the firm since then amounts to 3.3% of the Tender Offer Price. Conveniently, if any of this beat of forecasts on what the buyers called "high growth potential" would result in forward-looking forecasts different than the original management forecasts (note that the FY2021 OP result was the same as the FY2023 management forecast presented in November), the company is not showing FY2022 forecasts because of the takeover.

Last November,  Mitsui &amp; Co Ltd (8031 JP) and Mitsui Chemicals (4183 JP) jointly announced they would launch a Tender Offer for the 46% of shares of Honshu Chemical Industry (4115 JP) that they did not own.I wrote about it in Honshu Chemical (4115) - An Embarrassment of Riches. The deal was that after receiving all the approvals, perhaps in May 2021, they would launch a Tender Offer at ¥1830, which implied an EV//EBITDA of 2.7x.When Q3 earnings were announced in February, Honshu Chemical Industry (4115 JP) lifted its OP forecast by 24% and its Net Income forecast by 33% to ¥1.8bn. But as there was no event yet for the Tender Offer, there was no "need" to review the Board's support for the Tender Offer. I wrote about how this was WRONGER in Honshu Chemical - What WAS the Wrong Price Gets Wronger.Last week I wrote about how this looked like it might get wronger still. On Friday, Honshu Chemical reported Revenues 2.4% higher than forecast for the full year (note the entire difference arrived in Q4. The OP result was more than 10% higher than the February upward revision to Guidance. The Net Profit number came in at ¥2.06bn, which was 14.4% higher than February guidance and 53% higher than guidance as of the Announcement. The extra cash added to the firm since then amounts to 3.3% of the Tender Offer Price. Conveniently, if any of this beat of forecasts on what the buyers called "high growth potential" would result in forward-looking forecasts different than the original management forecasts (note that the FY2021 OP result was the same as the FY2023 management forecast presented in November), the company is not showing FY2022 forecasts because of the takeover. 

Honshu Chemical Shareholders Get the Short End of the Stick As The Board Is Ex-Gourd

In mid-November 2020, <a href="https://www.smartkarma.com/entities/mitsui-co-ltd" target="_blank" data-smartkarma-citation="entities:20799:1" rel="noopener">Mitsui &amp; Co Ltd (8031 JP)</a> and <a href="https://www.smartkarma.com/entities/mitsui-chemicals-inc" target="_blank" data-smartkarma-citation="entities:1703:1" rel="noopener">Mitsui Chemicals (4183 JP)</a> announced a transaction to take out minorities in jointly-held subsidiary <a href="https://www.smartkarma.com/entities/honshu-chemical-industry-co" target="_blank" data-smartkarma-citation="entities:9094:1" rel="noopener">Honshu Chemical Industry Co (4115 JP)</a>. The price was at a 43% premium to then-traded price and a 20-year high. It was also<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/205/873/original/Screenshot+2021-05-13+at+10.55.05+AM.png?1620874520" class="editor-image img-responsive" data-smartkarma-image-id="205873"></figure></section>At the time, in <a href="https://www.smartkarma.com/insights/honshu-chemical-4115-an-embarrassment-of-riches" target="_blank" data-smartkarma-citation="insights:45197" rel="noopener">Honshu Chemical (4115) - An Embarrassment of Riches</a> I said...<blockquote>The result is a governance embarrassment for the two major acquirers, and the target company itself. </blockquote>The two companies, which combined owned 54% of Honshu Chemical, had said <blockquote>the Target has a high potential for growth with its various high-technologies in domains of high-performance monomer[s] related to ICT, Mobility and Healthcare.</blockquote>Then they decided that the "fair" value of the company (the Tender Offer Price) was decided at a 1-year forward EV/EBITDA of 2.7x (where net receivables and inventory was another 1.5x EBITDA), and a 1-year ex-cash PER of 3.7x. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/205/993/original/trump+low+price.gif?1620903117" class="editor-image img-responsive" data-smartkarma-image-id="205993"></figure></section>Three months later the company revised up its forecasts for EBIT and Net Profit for the full year this year by 25% and 33% respectively in February. This company has minimal debt, huge net cash. If you were to pay out the net cash, this 'fuddy-duddy' cyclical trades at 7x earnings, less than book, with a 16% ROE, and near 50% EBITDAROE.And it "has a high potential for growth."The procedures were expected to be completed in May, and then the tender offer would start. The company reports tomorrow 14 May after the close. Since the announcement, the two parent companies' total share return has averaged +30%. Since the original announcement, Honshu Chemical earnings forecasts are up 33% a share. A basket of mostly Chinese peer pure plays has outperformed Shanghai Composite by 13% since the announcement. This was always bumpable. This remains highly bumpable. With apologies to some of my (non-fella) readers...<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/205/925/original/more+cowbell.gif?1620889670" class="editor-image img-responsive" data-smartkarma-image-id="205925"></figure></section>

In mid-November 2020, Mitsui &amp; Co Ltd (8031 JP) and Mitsui Chemicals (4183 JP) announced a transaction to take out minorities in jointly-held subsidiary Honshu Chemical Industry Co (4115 JP). The price was at a 43% premium to then-traded price and a 20-year high. It was alsoAt the time, in Honshu Chemical (4115) - An Embarrassment of Riches I said...The result is a governance embarrassment for the two major acquirers, and the target company itself. The two companies, which combined owned 54% of Honshu Chemical, had said the Target has a high potential for growth with its various high-technologies in domains of high-performance monomer[s] related to ICT, Mobility and Healthcare.Then they decided that the "fair" value of the company (the Tender Offer Price) was decided at a 1-year forward EV/EBITDA of 2.7x (where net receivables and inventory was another 1.5x EBITDA), and a 1-year ex-cash PER of 3.7x. Three months later the company revised up its forecasts for EBIT and Net Profit for the full year this year by 25% and 33% respectively in February. This company has minimal debt, huge net cash. If you were to pay out the net cash, this 'fuddy-duddy' cyclical trades at 7x earnings, less than book, with a 16% ROE, and near 50% EBITDAROE.And it "has a high potential for growth."The procedures were expected to be completed in May, and then the tender offer would start. The company reports tomorrow 14 May after the close. Since the announcement, the two parent companies' total share return has averaged +30%. Since the original announcement, Honshu Chemical earnings forecasts are up 33% a share. A basket of mostly Chinese peer pure plays has outperformed Shanghai Composite by 13% since the announcement. This was always bumpable. This remains highly bumpable. With apologies to some of my (non-fella) readers...

Honshu Chemical (4115) Shareholders Perhaps One Day From a Wrong Price Takeover

On 11 November 2020, when <a href="https://www.smartkarma.com/entities/mitsui-co-ltd" target="_blank" data-smartkarma-citation="entities:20799:1" rel="noopener">Mitsui &amp; Co Ltd (8031 JP)</a> and <a href="https://www.smartkarma.com/entities/mitsui-chemicals-inc" target="_blank" data-smartkarma-citation="entities:1703:1" rel="noopener">Mitsui Chemicals (4183 JP)</a> jointly announced they would launch a Tender Offer for the shares of <a href="https://www.smartkarma.com/entities/honshu-chemical-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:9094:1" rel="noopener">Honshu Chemical Industry (4115 JP)</a> that they did not own, I wrote about it in <a href="https://www.smartkarma.com/insights/honshu-chemical-4115-an-embarrassment-of-riches" target="_blank" data-smartkarma-citation="insights:45197" rel="noopener">Honshu Chemical (4115) - An Embarrassment of Riches</a>.
The deal was announced then, because the decision to launch the Tender Offer in future had been made and the negotiations with the Target Company had been completed, and the Special Committee of Honshu Chemical had decided that it was OK to support the Tender Offer and recommend it to its shareholders to tender. 
However, it was long-dated. The Tender Offer was not expected to start for another 6 months, and the valuation was truly embarrassing. It was a 43% premium, and a 20+ year high price. 
But it was still completely the wrong price. 
It is still worth a look.

On 11 November 2020, when Mitsui &amp; Co Ltd (8031 JP) and Mitsui Chemicals (4183 JP) jointly announced they would launch a Tender Offer for the shares of Honshu Chemical Industry (4115 JP) that they did not own, I wrote about it in Honshu Chemical (4115) - An Embarrassment of Riches.
The deal was announced then, because the decision to launch the Tender Offer in future had been made and the negotiations with the Target Company had been completed, and the Special Committee of Honshu Chemical had decided that it was OK to support the Tender Offer and recommend it to its shareholders to tender. 
However, it was long-dated. The Tender Offer was not expected to start for another 6 months, and the valuation was truly embarrassing. It was a 43% premium, and a 20+ year high price. 
But it was still completely the wrong price. 
It is still worth a look. 

Honshu Chemical - What WAS the Wrong Price Gets Wronger

Japan

Mitsui Chemicals, Inc. manufactures and markets a variety of chemical products. The Company's products include ethylene, propylene and other petrochemicals, basic chemicals, synthetic resins, and fine chemicals.  The Company operates worldwide.

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Mitsui Chemicals (4183 JP)

Showa Denko (4004 JP) Offering - Supply, Passive Demand, and Opportunity

Showa Denko's offering is not ginormous, but it is BIG. And it will engender a fair bit of passive flow. The question is whether investors will buy...

Travis Lundy

Chinese Indexes Headed Higher; Actionable Themes: Transportation, Materials, and Services

The evidence continues to suggest that value remains leadership and we recommend adding exposure to cyclical value on this minor pullback in the...

Vermilion Research

Honshu Chemical Shareholders Get the Short End of the Stick As The Board Is Ex-Gourd

Honshu Chem OP and NP were up 38% and 53% for the year vs mgmt forecast just 6mos ago. What was super cheap is even cheaper. The Board didn't see...

Travis Lundy

Honshu Chemical (4115) Shareholders Perhaps One Day From a Wrong Price Takeover

Smallcap monomer maker Honshu Chemical is a TOB target. The parents decided in November to take out minorities. At the WRONG price. Directors...

Travis Lundy

Honshu Chemical - What WAS the Wrong Price Gets Wronger

The takeout of Honshu Chem minorities by majority co-owners was announced at the wrong price, did not tick the METI Fair M&A Guidelines, and the...

Travis Lundy

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