Korea/Asia, Events, IPOs, Douglas Research Advisory

Douglas Kim

Korea/Asia, Events, IPOs

Event-Driven

<ul>
<li>It has been reported that Kakao has hired local brokerage firms to discuss the details of another tender offer of SM Entertainment shares (at more than 130,000 won).</li>
<li>We believe that this has been the key reason why SM Entertainment's shares rose an additional 5% on 15 February.</li>
<li>We believe that eventually Kakao Group will win the M&amp;A fight for SM Entertainment and shares of SM could rise further in the coming weeks. </li>
</ul>


It has been reported that Kakao has hired local brokerage firms to discuss the details of another tender offer of SM Entertainment shares (at more than 130,000 won).
We believe that this has been the key reason why SM Entertainment's shares rose an additional 5% on 15 February.
We believe that eventually Kakao Group will win the M&amp;A fight for SM Entertainment and shares of SM could rise further in the coming weeks. 


Who Wants SM Entertainment More? Kim Bum-Soo (Kakao) Or Bang Si-Hyuk (Hybe)?

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>In a move to counter Lee Soo-man's influence, <a href="https://www.smartkarma.com/entities/s-m-entertainment-co" target="_blank" data-smartkarma-citation="entities:3500:1" rel="noopener">S.M.Entertainment Co (041510 KS)</a> intends to issue new shares (9.05% on a fully diluted basis) to <a href="https://www.smartkarma.com/entities/kakao-corp" target="_blank" data-smartkarma-citation="entities:15002:1" rel="noopener">Kakao Corp (035720 KS)</a>.</li>
<li>Lee, with 18.4% in SM, responded by selling 14.8% to SM's rival <a href="https://www.smartkarma.com/entities/hybe-co-ltd" target="_blank" data-smartkarma-citation="entities:28959:1" rel="noopener">HYBE (352820 KS)</a>. HYBE concurrently announced a tender offer for an additional 25%, at ₩120,000/share, a 22% premium.</li>
<li>Kakao and SM are less than impressed. But these developments are a power grab for the pioneer of K-pop.</li>
</ul>


In a move to counter Lee Soo-man's influence, S.M.Entertainment Co (041510 KS) intends to issue new shares (9.05% on a fully diluted basis) to Kakao Corp (035720 KS).
Lee, with 18.4% in SM, responded by selling 14.8% to SM's rival HYBE (352820 KS). HYBE concurrently announced a tender offer for an additional 25%, at ₩120,000/share, a 22% premium.
Kakao and SM are less than impressed. But these developments are a power grab for the pioneer of K-pop.


K-Pop Battle: HYBE's Tender Offer For S.M. Entertainment:

<ul>
<li>We believe that there is a very high probability of a successful tender offer of 25% stake in SM Entertainment by HYBE. </li>
<li>There is a 4.6% gap between the tender offer price and current price. There is a strong probability of this gap being closed in the next several weeks. </li>
<li>There could also be an on-going interest by Kakao to try to take over the controlling interest in SM Entertainment but HYBE is not likely to give up control easily.</li>
</ul>


We believe that there is a very high probability of a successful tender offer of 25% stake in SM Entertainment by HYBE. 
There is a 4.6% gap between the tender offer price and current price. There is a strong probability of this gap being closed in the next several weeks. 
There could also be an on-going interest by Kakao to try to take over the controlling interest in SM Entertainment but HYBE is not likely to give up control easily.


HYBE's Tender Offer of SM Entertainment: Closing the Price Gap

Korea / Special Sits, Pairs, Index Rebalancing, Clepsydra Capital

Sanghyun Park

Korea / Special Sits, Pairs, Index Rebalancing

Clepsydra Capital

Investigate special situations, pairs, and index rebalancing trades in Korea.

<ul>
<li>There is no cancellation risk, regardless of where and how the ongoing proxy battle will be heading and unfolding. But there is a pro rata allocation risk, though.</li>
<li>Regarding tax, a tender event in Korea is treated as an over-the-counter trade. So transfer income tax is imposed.</li>
<li>SM provides shorting instruments necessary for arb trade, and the possibility of an arb opening coming out during tendering isn't completely dead, given the uncertainties surrounding the current proxy battle.</li>
</ul>


There is no cancellation risk, regardless of where and how the ongoing proxy battle will be heading and unfolding. But there is a pro rata allocation risk, though.
Regarding tax, a tender event in Korea is treated as an over-the-counter trade. So transfer income tax is imposed.
SM provides shorting instruments necessary for arb trade, and the possibility of an arb opening coming out during tendering isn't completely dead, given the uncertainties surrounding the current proxy battle.


Critical Details of Regulatory Filing for the SM Ent Tender Event

<ul>
<li>On 10 February (prior to market open), Seoul Economic Daily reported that HYBE will conduct a tender offer of SM Entertainment shares taking over the controlling ownership of the company.</li>
<li>HYBE agreed to acquire a 14.8% stake from SM Entertainment's founder Lee Soo-Man at 120,000 won per share, which represents a 21.8% premium to the closing price on 9 February.</li>
<li>HYBE is also conducting a tender offer to minority shareholders and it plans to acquire up to 25% additional shares at 120,000 won per share, representing 717 billion won.</li>
</ul>


On 10 February (prior to market open), Seoul Economic Daily reported that HYBE will conduct a tender offer of SM Entertainment shares taking over the controlling ownership of the company.
HYBE agreed to acquire a 14.8% stake from SM Entertainment's founder Lee Soo-Man at 120,000 won per share, which represents a 21.8% premium to the closing price on 9 February.
HYBE is also conducting a tender offer to minority shareholders and it plans to acquire up to 25% additional shares at 120,000 won per share, representing 717 billion won.


HYBE to Acquire a 39.8% Stake in SM Entertainment

South Korea

Cheil Worldwide Inc. provides a wide range of marketing services such as new product development and advertisement, brand management, advertising budget analysis, and advertising effectiveness evaluation.  The Company also creates, prints, publishes, and produces promotional and advertising materials.

JYP Entertainment Corp plans, produces, promotes, and markets Korean singers both in Korean and overseas market. The Company's also engages in licensing, merchandizing, and artist management business including the commercial flim contracts of the artists.

CJ CGV Co., Ltd. develops and operates multi-screen movie theaters in South Korea.  The Company's theater complex also conducts stores and restaurants in theaters, and offers advertisement through screens.

Innocean Worldwide Inc. provides marketing and communications services. As a media agency, the company is engaged in promotion, sports business consulting, space design, and advertisement production.

YG Entertainment Inc., produces and markets music recording, music publishing, record manufacturing/sales, artist management, concert production, and new artist discovering/training.

Hyundai Hy Communications & Network Co Ltd is cable television and Internet service company.  The Company also generates revenue from advertisement. Hyundai HCN provides service within South Korea.

Hyundai Hy Communications & Network (126560 KS)

Seoul Broadcasting System (SBS) is a commercial television and radio broadcasting company.  The Company produces and broadcasts programs, such as news, sports, weather, music, movies, and television drama series.

CJ Hellovision Company Ltd. operates as a multi-system operator that receives programs from program providers and airs them to subscribers. The Company offers cable TV services covering news, movie, music, entertainment, documentary, sports, education, go game, culture, homeshopping, and local broadcasting, as well as ground wave and satellite TV broadcasting channels.

Nasmedia Co., Ltd. is a Media Rep company that markets various advertising services based on the internet and mobile devices.  The Company's advertising service engages in digital signages, advertising solution, and web analysis.

YG PLUS provides a wide range of advertisement services through television, magazine, radio, and newspaper.  The Company also offers marketing and event planning related to sales promotion (SP) services.

Network 18 Media & Investments Ltd. is an entertainment holding company.  The Company, through its subsidiaries, operates a business news television channel; offers Internet access; operates real-time news terminals; operates general news television channels; produces motion pictures; and retails goods on television and over the Internet.

DAIICHIKOSHO CO., LTD. manufactures, sells, and, leases karaoke equipment and software.  The Company also operates karaoke booth chains called Big Echo, provides karaoke software via cable line called DAM, and participates in broadcasting via satellite.

TV Asahi Holdings Corporation produces and broadcasts a variety of television programs mainly in the Tokyo area. The Company sells commercial spots through a network system. TV Asahi also provides patent maintenance for music publication, entertainment planning, sales of broadcasting equipment, and TV shopping.

CITIC Guoan Information Industry Co., Ltd., through its subsidiary, installs, tests, and operates cable TV and satellite telecommunication networks. The Company also develops real estate properties .  In addition, CITIC designs network integrated systems and application software, and provides advertising services.

Sinclair Broadcast Group, Inc. is a diversified broadcasting company that owns or provides programming services to television stations across the United States.  The Company's television group includes FOX, WB, ABC, CBS, NBC, and UPN affiliates.

Visual China Group Co., Ltd. manufactures cultural and entertainment products and technologies. The Company's products include radio and television transmission technology, Internet transmission, Internet games and entertainment, mobile communications network gaming and entertainment technology, and computer software development.

Central China Land Media Co., Ltd. operates media businesses.  The company provides web services for news, publishing, movies and television related programs.

Hunan TV & Broadcast Intermediary Co. Ltd. designs, produces, and broadcasts TV advertisement and provide advertising agent services.  The Company also makes television programs, operates theme parks, and provides cable TV network program delivery services.

Beijing Gehua CATV Network Co., Ltd. builds, manages, and maintains cable TV networks. The Company also provides advertising and information services.

Beijing Gehua Catv Network Co, Ltd. (600037 CH)

Guangdong Advertising Group Co.,Ltd provides integrated market communication service.  The Company's services include brand management, media agency, costume design, private advertising media,photography,technology development and television planning.

S.M.Entertainment Co. plans, produces, promotes, and markets Korean rock and roll music in several formats, such as compact discs (CD), concert tours, television productions, and music videos.  The Company also operates artist management business as well as licensing and copyright business from the company's music records.

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S.M.Entertainment Co (041510 KS)

Who Wants SM Entertainment More? Kim Bum-Soo (Kakao) Or Bang Si-Hyuk (Hybe)?

It has been reported that Kakao has hired local brokerage firms to discuss the details of another tender offer of SM Entertainment shares (at more...

Douglas Kim

K-Pop Battle: HYBE's Tender Offer For S.M. Entertainment:

Trading tight at a 2.3% gross spread to terms. HYBE may bid higher. So could Kakao. Either buy here to play the partial tender offer; or for...

David Blennerhassett

HYBE's Tender Offer of SM Entertainment: Closing the Price Gap

There is a 4.6% gap between the tender offer price and current price of SM Entertainment. There is a strong probability of this gap being closed in...

Douglas Kim

Critical Details of Regulatory Filing for the SM Ent Tender Event

This post offers critical details of the regulatory filing about HYBE's tender offer to the shareholders of SM Entertainment.

Sanghyun Park

HYBE to Acquire a 39.8% Stake in SM Entertainment

On 10 February (prior to market open), Seoul Economic Daily reported that HYBE will conduct a tender offer of SM Entertainment shares taking over...

Douglas Kim

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