Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>In one of the largest M&amp;A transactions in Malaysia, <strong><a href="https://www.smartkarma.com/entities/sime-darby-berhad" target="_blank" data-smartkarma-citation="entities:20523:1" rel="noopener">Sime Darby (SIME MK)</a></strong> intends to acquire a 61.2% stake in <strong><a href="https://www.smartkarma.com/entities/umw-holdings-bhd" target="_blank" data-smartkarma-citation="entities:1700:1" rel="noopener">UMW Holdings (UMWH MK)</a></strong> from Permodalan Nasional Bhd for RM3.57bn. </li>
<li>Sime Darby is paying RM5/share, a token 9.9% premium to last close, but more like 25% when factoring in apparent news leakage.</li>
<li>Once the stake sale is completed, Sime Darby will launch an unconditional MGO for all remaining shares not held. This transaction is expected to be wrapped up in early 2024.</li>
</ul>


In one of the largest M&amp;A transactions in Malaysia, Sime Darby (SIME MK) intends to acquire a 61.2% stake in UMW Holdings (UMWH MK) from Permodalan Nasional Bhd for RM3.57bn. 
Sime Darby is paying RM5/share, a token 9.9% premium to last close, but more like 25% when factoring in apparent news leakage.
Once the stake sale is completed, Sime Darby will launch an unconditional MGO for all remaining shares not held. This transaction is expected to be wrapped up in early 2024.


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>
<a href="https://www.smartkarma.com/entities/sime-darby-berhad" target="_blank" data-smartkarma-citation="entities:20523:1" rel="noopener">Sime Darby (SIME MK)</a> entered a conditional sale and purchase agreement (SPA) to acquire PNB’s 61.18% stake in <a href="https://www.smartkarma.com/entities/umw-holdings-bhd" target="_blank" data-smartkarma-citation="entities:1700:1" rel="noopener">UMW Holdings (UMWH MK)</a> for RM5.00 per share.</li>
<li>Once the SPA becomes unconditional, Sime Darby must launch an MGO for the remaining UMW shares at RM5.00 per share, an 8.2% premium to the last close.  </li>
<li>The SPA is conditional on Sime Darby's shareholder approval. The SPA and MGO are targeted to be completed in 4Q23 and 1Q24, respectively.</li>
</ul>



Sime Darby (SIME MK) entered a conditional sale and purchase agreement (SPA) to acquire PNB’s 61.18% stake in UMW Holdings (UMWH MK) for RM5.00 per share.
Once the SPA becomes unconditional, Sime Darby must launch an MGO for the remaining UMW shares at RM5.00 per share, an 8.2% premium to the last close.  
The SPA is conditional on Sime Darby's shareholder approval. The SPA and MGO are targeted to be completed in 4Q23 and 1Q24, respectively.


UMW Holdings (UMWH MK): Sime Darby’s Pre-Conditional MGO

<ul>
<li>
<a href="https://www.smartkarma.com/entities/ramsay-health-care-ltd" target="_blank" data-smartkarma-citation="entities:673:1" rel="noopener">Ramsay Health Care (RHC AU)</a>'s gross spread to <a href="https://www.smartkarma.com/entities/kkr-co-inc" target="_blank" data-smartkarma-citation="entities:27333:1" rel="noopener">KKR &amp; Co Inc (KKR US)</a>’s offer (less the interim dividend) of A$87.52 has widened touching an all-time high of 17.0% today.</li>
<li>Despite the longer-than-expected due diligence, rising rates and market volatility, the evidence suggests that KKR remains committed. The expectation is for a binding proposal by June end.</li>
<li>At the last close, the risk/reward profile is favourable as the downside due to a deal break (-10% estimated decline) is lower than the upside (+17%) from a binding offer. </li>
</ul>



Ramsay Health Care (RHC AU)'s gross spread to KKR &amp; Co Inc (KKR US)’s offer (less the interim dividend) of A$87.52 has widened touching an all-time high of 17.0% today.
Despite the longer-than-expected due diligence, rising rates and market volatility, the evidence suggests that KKR remains committed. The expectation is for a binding proposal by June end.
At the last close, the risk/reward profile is favourable as the downside due to a deal break (-10% estimated decline) is lower than the upside (+17%) from a binding offer. 


<ul>
<li>The KKR consortium will offer A$88.00 per share less any dividends paid after the date of the indicative proposal. The offer less interim dividend of A$0.485 is A$87.52 per share.</li>
<li>The <a href="https://www.smartkarma.com/entities/ramsay-health-care-ltd" target="_blank" data-smartkarma-citation="entities:673:1" rel="noopener">Ramsay Health Care (RHC AU)</a> Board has provided due diligence access. We think the offer is attractive and represents an all-time share price high. </li>
<li>The largest shareholder is said to be supportive. The gross spread of the offer less the interim dividend of A$87.52 to the last close price of A$80.00 is 9.4%. </li>
</ul>


The KKR consortium will offer A$88.00 per share less any dividends paid after the date of the indicative proposal. The offer less interim dividend of A$0.485 is A$87.52 per share.
The Ramsay Health Care (RHC AU) Board has provided due diligence access. We think the offer is attractive and represents an all-time share price high. 
The largest shareholder is said to be supportive. The gross spread of the offer less the interim dividend of A$87.52 to the last close price of A$80.00 is 9.4%. 


Ramsay’s Indicative Bid from the KKR Consortium

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

<ul>
<li>
<a href="https://www.smartkarma.com/entities/westports-holdings-bhd" target="_blank" data-smartkarma-citation="entities:3954:1" rel="noopener">Westports Holdings (WPRTS MK)</a> will replace <a href="https://www.smartkarma.com/entities/hap-seng-consolidated-bhd" target="_blank" data-smartkarma-citation="entities:13036:1" rel="noopener">Hap Seng Consolidated (HAP MK)</a> in the <a href="https://www.smartkarma.com/entities/kuala-lumpur-composite-index" target="_blank" data-smartkarma-citation="entities:22913:1" rel="noopener">Kuala Lumpur Composite Index (KLCI) (FBMKLCI INDEX)</a> after the close of trading on 17 December.</li>
<li>
<a href="https://www.smartkarma.com/entities/hap-seng-consolidated-bhd" target="_blank" data-smartkarma-citation="entities:13036:1" rel="noopener">Hap Seng Consolidated (HAP MK)</a> is a delete on liquidity and there will be over 5 days of ADV to sell. The impact on <a href="https://www.smartkarma.com/entities/westports-holdings-bhd" target="_blank" data-smartkarma-citation="entities:3954:1" rel="noopener">Westports Holdings (WPRTS MK)</a> is smaller.</li>
<li>
<a href="https://www.smartkarma.com/entities/hap-seng-consolidated-bhd" target="_blank" data-smartkarma-citation="entities:13036:1" rel="noopener">Hap Seng Consolidated (HAP MK)</a> could drop in the short term but underperformance vs its peers could provide a buying opportunity, especially close to implementation date.</li>
</ul>



Westports Holdings (WPRTS MK) will replace Hap Seng Consolidated (HAP MK) in the Kuala Lumpur Composite Index (KLCI) (FBMKLCI INDEX) after the close of trading on 17 December.

Hap Seng Consolidated (HAP MK) is a delete on liquidity and there will be over 5 days of ADV to sell. The impact on Westports Holdings (WPRTS MK) is smaller.

Hap Seng Consolidated (HAP MK) could drop in the short term but underperformance vs its peers could provide a buying opportunity, especially close to implementation date.


KLCI Index Rebalance: Westports Replaces Hap Seng

Malaysia

Sime Darby Berhad is an investment holding company. The Group's principal activities include plantations, property development, heavy equipment and motor vehicle distribution, and energy and utilities.

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