Korea/Asia, Events, IPOs, Douglas Research Advisory

Douglas Kim

Korea/Asia, Events, IPOs

Event-Driven

<ul>
<li>We have a Negative view on this nearly 3 trillion won rights offering by Samsung Biologics.</li>
<li>The expected price of the rights offering is 599,000 won which is 18.9% below current share price and would represent about 7% shares dilution.</li>
<li>Despite the long-term positive prospects of consolidating results from Samsung Bioepsis, we believe the acquisition price was a bit too high at more than 100% higher than Biogen's valuation multiples.</li>
</ul>


We have a Negative view on this nearly 3 trillion won rights offering by Samsung Biologics.
The expected price of the rights offering is 599,000 won which is 18.9% below current share price and would represent about 7% shares dilution.
Despite the long-term positive prospects of consolidating results from Samsung Bioepsis, we believe the acquisition price was a bit too high at more than 100% higher than Biogen's valuation multiples.


Samsung Biologics: Rights Offering of 3 Trillion Won to Acquire Remaining Stake in Samsung Bioepsis

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.

Equity Capital Markets

Samsung Biologics   / Equity Capital Markets

<ul>
<li>Samsung Biologics announced that it would purchase all 10,341,852 shares of Samsung Bioepis owned by Biogen for ₩2.77T. <strong>For this, it also announced a ₩3T new share issuance</strong>.</li>
<li>The discount rate is 15%, tighter than the usual 20%. Despite that, this offering still deserves attention from an arb perspective as we may see more forfeited shares than expected.</li>
<li>Entry timing? <strong>I'll aim at the rights trading window. As a short hedge, I will look at C&amp;T</strong>, which is expected to have a higher price synch rate with Biologics.</li>
</ul>


Samsung Biologics announced that it would purchase all 10,341,852 shares of Samsung Bioepis owned by Biogen for ₩2.77T. For this, it also announced a ₩3T new share issuance.
The discount rate is 15%, tighter than the usual 20%. Despite that, this offering still deserves attention from an arb perspective as we may see more forfeited shares than expected.
Entry timing? I'll aim at the rights trading window. As a short hedge, I will look at C&amp;T, which is expected to have a higher price synch rate with Biologics.


Samsung Biologics Offering: Deal Summary & Trading Dynamics

Quantitative Analysis

<ul>
<li>In this insight, we discuss the dividends announcements which have been made by some of the largest Korean companies (25) in the past two days.</li>
<li>The average percentage difference in the actual versus the consensus estimate DPS in 2021 is 37.4% for these 25 companies.</li>
<li>Kia Motors now has a very nice dividend yield of 3.8%. DPS increased at an impressive rate of 200% YoY in 2021. </li>
</ul>


In this insight, we discuss the dividends announcements which have been made by some of the largest Korean companies (25) in the past two days.
The average percentage difference in the actual versus the consensus estimate DPS in 2021 is 37.4% for these 25 companies.
Kia Motors now has a very nice dividend yield of 3.8%. DPS increased at an impressive rate of 200% YoY in 2021. 


Key Highlights of 25 Major Korean Companies Making Dividends Announcements for 2021

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

<ul>
<li>Kakao Bank's six month IPO lock-up will end on 6th Feb 2022. </li>
<li>It will result in freeing up another US$2.5bn+ worth of shares held by a number of pre-IPO and local IPO investors.</li>
<li>In this note, we will talk about the upcoming lock-up expiry.</li>
</ul>


Kakao Bank's six month IPO lock-up will end on 6th Feb 2022. 
It will result in freeing up another US$2.5bn+ worth of shares held by a number of pre-IPO and local IPO investors.
In this note, we will talk about the upcoming lock-up expiry.


Kakao Bank Six-Month Lock-Up - Over US$2.5bn Stock Release Will Only Add to the Recent Rout

Below is the amount of inheritance tax for Samsung founding family members. They were given a five-year grace period. So, one-sixth was paid on April 30th this year, the due date of payment, and the remaining five-sixths have to be paid by the end of each year over five years.In the case of Lee Jae-yong, the total inheritance tax is ₩2.90T, and he paid ₩0.48T in April of this year. And he has to make a total of 5 payments of ₩ 0.48T for five years from the end of this year.









The inheritance tax burden for each family member
Lee Jae-yong
Hong Ra-hee
Lee Bu-jin
Lee Seo-hyun


Total
₩2.90T
₩3.10T
₩2.60T
₩2.40T

 

: Already-paid (one-sixth) at April-end of 2021
₩0.48T
₩0.52T
₩0.43T
₩0.40T


Remaining (five-sixths)
₩2.42T
₩2.58T
₩2.17T
₩2.00T


: Due at the yearend of 2021
₩0.48T
₩0.52T
₩0.43T
₩0.40T

Source: DART &amp; KRX FIND

Of course, the inheritance tax of this size is not a small amount for them either. Their wealth consists mostly of stocks. Artworks and real estate are difficult to liquidate. Most of the cash consists of dividends, but short-term cash holdings are estimated to be negligible.Below are the shares they each hold.









Stake holding in %
Lee Jae-yong
Hong Ra-hee
Lee Bu-jin
Lee Seo-hyun


Samsung Electronics Co Ltd
1.63%
2.30%
0.93%
0.93%


Samsung Electronics Co Ltd Preference Shares Non Voting
0.02%
0.03%
0.02%
0.02%


Samsung C&amp;T Corp
18.13%
0.97%
6.24%
6.24%


Samsung Life Insurance co., Ltd
10.44%
0.00%
6.92%
3.46%


Samsung SDS Co Ltd
9.20%
0.00%
3.90%
3.90%

Source: DART &amp; KRX FIND

And below is the current market value of these shares. If we look at the value of their stakes, it is enough to pay the inheritance tax.









Stake holding in value
Lee Jae-yong
Hong Ra-hee
Lee Bu-jin
Lee Seo-hyun


Samsung Electronics Co Ltd
₩6.84T
₩9.63T
₩3.89T
₩3.89T


Samsung Electronics Co Ltd Preference Shares Non Voting
₩0.01T
₩0.01T
₩0.01T
₩0.01T


Samsung C&amp;T Corp
₩4.07T
₩0.22T
₩1.40T
₩1.40T


Samsung Life Insurance co., Ltd
₩1.47T
₩0.00T
₩0.97T
₩0.49T


Samsung SDS Co Ltd
₩1.12T
₩0.00T
₩0.47T
₩0.47T



: Total
₩13.50T
₩9.87T
₩6.75T
₩6.26T

Source: DART &amp; KRX FIND

The problem, however, is to pay the inheritance tax without compromising the control of the group.First, they appear to have covered their first payment in April by using dividends and credit loans.And they recently announced that they plan to cover the second payment at the end of this year through the sale of their shares. As shown below, they seem to have carefully chosen which to sell. In the case of Lee Bu-jin and Lee Seo-hyun (the daughters), the amount to be paid in the first and second payments and the amount raised by this year are roughly the same. Hong Ra-hee (the spouse) raised money (₩2.40T) that was significantly more than the amount owed right away (₩0.96T). The reason for this has not yet been clearly disclosed.









Personal financings
Lee Jae-yong
Hong Ra-hee
Lee Bu-jin
Lee Seo-hyun


Bank lines of credit: April 2021
₩0.00T
₩1.00T
₩0.33T
₩0.39T


: Annual interest rate
-
3.79%
2.40%
2.52%


: Annual interest payment
-
₩37.92B
₩7.94B
₩9.74B


: Lenders

Woori Bank, Hana Bank, KIC, &amp; Meritz Securities
Hana Bank &amp; KIC
Hana Bank, KIC, &amp; Hana Securities



Stake disposal (trust contract): October~December 2021
₩0.00T
₩1.40T
₩0.24T
₩0.48T


: Stake for sale
-
Samsung Electronics (0.33%)
Samsung SDS (1.95%)
Samsung SDS (1.95%) &amp; Samsung Life (1.73%)


: Trust institution
-
KB Bank
KB Bank
KB Bank


: Contract date
-
2021. 10. 05
2021. 10. 05
2021. 10. 05


: Contract ends
-
2022. 04. 25
2022. 04. 25
2022. 04. 25


: Disposal deadline
-
N/A
N/A
2021. 12. 24



: Total
₩0.00T
₩2.40T
₩0.57T
₩0.87T

Source: DART

And most importantly, Lee Jae-yong hasn't raised a dime this year. He appears to have made up his first payment with only the cash he had (probably financed mainly through dividends).Therefore, the market is interested in Lee Jae-yong's financing plan to pay the upcoming inheritance tax payments, which might have been one of the reasons why the stock prices of Samsung Electronics and Samsung SDS have continued to underperform the market.In the end, Jae-Yong Lee's only options for financing are dividends, bank loans, and the sale of shares. In the case of stake sale, Samsung Electronics and Samsung SDS are the only stakes that can be sold without damaging management rights.

Samsung Lee Family Inheritance Tax Payment Situation & Suggested Trading Positions

South Korea

Samsung C&T Corporation conducts diversified business support services and resort operation activities. The Company offers a range of services in areas including clothing retail, construction, energy, real estate, food service, and resort accommodations. Samsung C&T also operates a resort with amusement rides, a zoo, water park, golf clubs, and restaurants.

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Samsung C&T (028260 KS)

Samsung Biologics: Rights Offering of 3 Trillion Won to Acquire Remaining Stake in Samsung Bioepsis

Despite the long-term positive prospects of consolidating results from Samsung Bioepsis, we believe the acquisition price was a bit too high at...

Douglas Kim

Samsung Biologics Offering: Deal Summary & Trading Dynamics

Samsung Biologics announced that it would purchase all of Samsung Bioepis shares owned by Biogen. So, it also announced a ₩3T rights offering. This...

Sanghyun Park

Key Highlights of 25 Major Korean Companies Making Dividends Announcements for 2021

In this insight, we discuss the dividends announcements which have been made by some of the largest Korean companies (25) in the past two days.

Douglas Kim

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Kakao Bank's six month IPO lock-up will end on 6th Feb 2022, releasing over US$2.5bn worth of shares. In this note, we will look at the lock-up...

Sumeet Singh

Samsung Lee Family Inheritance Tax Payment Situation & Suggested Trading Positions

This post examines the latest situation of the Samsung founding family's inheritance tax payment and explores appropriate trading positions.

Sanghyun Park

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