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.

Event-Driven

<a href="https://www.smartkarma.com/entities/soho-china-ltd" target="_blank" data-smartkarma-citation="entities:4123:1" rel="noopener">Soho China Ltd (410 HK)</a> is a real estate company controlled by power couple Pan Shiyi and Zhang Xin. As a reminder on 16 June, SOHO China announced a pre-conditional voluntary conditional cash offer from <a href="https://www.smartkarma.com/entities/blackstone-group-inc" target="_blank" data-smartkarma-citation="entities:27166:1" rel="noopener">Blackstone Group (BX US)</a>. The offer of HK$5.00 in cash per share is a 31.6% premium over the closing price of HK$3.80 per share on the last trading day (11 June prior to the trading halt). The offer is conditional on the offeror holding more than 50% of the voting rights. The offer will meet the 50+% acceptance threshold as the offeror has secured irrevocables from Pan Shiyi and Zhang Xin representing 54.93% of the outstanding shares.However, since the announcement of the offer, the spread has widened from 9% on the first trading day after the deal announcement to touch a remarkable 74% on 30 July on the back of a dubious Chinese press article suggesting that deal would be blocked by SAMR under the PRC anti-monopoly law. The gross spread has subsequently declined to a still elevated 47% at the last close price. We previously argued that SAMR approval should be forthcoming due to Blackstone’s prior experience in securing SAMR approval for real estate deals, SOHO China will continue to be listed and the deal will not lead to a material increase in market concentration. On 2 August, the SOHO China/Blackstone case was accepted for SAMR review by normal procedure rather than a simplified procedure which can take 180 days. Due to the tightening anti-monopoly regulatory environment and Pan Shiyi's status as a pioneering real estate entrepreneur, the SAMR approval process can take some time.Several Chinese press and social media posts urge SAMR to block the transaction due to the premise that the deal is unpatriotic for various reasons. These negative articles and social media posts have led investors to take the sell first, ask questions later approach. We think that the rationale presented in these articles for blocking the deal is weak and largely speculation.<div class="content-highlight">Based on a break price of HK$2.45 per share and at the last close price of HK$3.39 per share, the deal probability remains at a low of 37%. A 60% deal probability would imply a price of HK$4.00 per share and an 18% gross spread to last close, which we view as reasonable. </div>

Soho China Ltd (410 HK) is a real estate company controlled by power couple Pan Shiyi and Zhang Xin. As a reminder on 16 June, SOHO China announced a pre-conditional voluntary conditional cash offer from Blackstone Group (BX US). The offer of HK$5.00 in cash per share is a 31.6% premium over the closing price of HK$3.80 per share on the last trading day (11 June prior to the trading halt). The offer is conditional on the offeror holding more than 50% of the voting rights. The offer will meet the 50+% acceptance threshold as the offeror has secured irrevocables from Pan Shiyi and Zhang Xin representing 54.93% of the outstanding shares.However, since the announcement of the offer, the spread has widened from 9% on the first trading day after the deal announcement to touch a remarkable 74% on 30 July on the back of a dubious Chinese press article suggesting that deal would be blocked by SAMR under the PRC anti-monopoly law. The gross spread has subsequently declined to a still elevated 47% at the last close price. We previously argued that SAMR approval should be forthcoming due to Blackstone’s prior experience in securing SAMR approval for real estate deals, SOHO China will continue to be listed and the deal will not lead to a material increase in market concentration. On 2 August, the SOHO China/Blackstone case was accepted for SAMR review by normal procedure rather than a simplified procedure which can take 180 days. Due to the tightening anti-monopoly regulatory environment and Pan Shiyi's status as a pioneering real estate entrepreneur, the SAMR approval process can take some time.Several Chinese press and social media posts urge SAMR to block the transaction due to the premise that the deal is unpatriotic for various reasons. These negative articles and social media posts have led investors to take the sell first, ask questions later approach. We think that the rationale presented in these articles for blocking the deal is weak and largely speculation.Based on a break price of HK$2.45 per share and at the last close price of HK$3.39 per share, the deal probability remains at a low of 37%. A 60% deal probability would imply a price of HK$4.00 per share and an 18% gross spread to last close, which we view as reasonable. 

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Last Week in Event SPACE: SOHO China, Evergrande, Kerry Logistics, Milton, CBA, NTT

Has there ever been so much disinformation, speculation and conjecture for a takeover of, ostensibly, a straightforward asset?
From the onset, the <a href="https://www.smartkarma.com/entities/soho-china-ltd" target="_blank" data-smartkarma-citation="entities:4123:1" rel="noopener">SOHO China Ltd (410 HK)</a> deal traded wide on concerns the transaction could turn political on account of the company's founder's son allegedly making salacious comments aimed at China's PLA around the time India and China engaged in skirmishes along the Sino-Indian border last year. 
A vacuum of any positive news and continued speculation reached a helm on the 29 July, following a vague media article suggesting the deal faced regulatory "obstacles." The shares cratered, falling 31% at one point, before "recovering" to $3.02/share, around the undisturbed price and ~40% adrift of the $5.00/share offer price.
Five days later a sister publication of the one behind the "obstacle" article, issued a note that several banks had obtained internal approvals for underwriting some of Blackstone Group’s loans to fund the Offer. Shares consequently popped.
But it appears there was considerably more substance behind that pop in price. 
Last Friday afternoon, after the close of market, SOHO announced that on 3 August 2021, Blackstone received a <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0806/2021080600685.pdf" target="_blank" rel="noopener">notice</a> from SAMR dated 2 August that the case concerning its notification under the PRC Anti-Monopoly Law had been formally accepted by SAMR for review. 
Formal acceptance should be viewed as a major positive.  Less positive is that the application does not appear to a "simple procedure" review.  
More below the fold. 
<div>

</div>

Has there ever been so much disinformation, speculation and conjecture for a takeover of, ostensibly, a straightforward asset?
From the onset, the SOHO China Ltd (410 HK) deal traded wide on concerns the transaction could turn political on account of the company's founder's son allegedly making salacious comments aimed at China's PLA around the time India and China engaged in skirmishes along the Sino-Indian border last year. 
A vacuum of any positive news and continued speculation reached a helm on the 29 July, following a vague media article suggesting the deal faced regulatory "obstacles." The shares cratered, falling 31% at one point, before "recovering" to $3.02/share, around the undisturbed price and ~40% adrift of the $5.00/share offer price.
Five days later a sister publication of the one behind the "obstacle" article, issued a note that several banks had obtained internal approvals for underwriting some of Blackstone Group’s loans to fund the Offer. Shares consequently popped.
But it appears there was considerably more substance behind that pop in price. 
Last Friday afternoon, after the close of market, SOHO announced that on 3 August 2021, Blackstone received a notice from SAMR dated 2 August that the case concerning its notification under the PRC Anti-Monopoly Law had been formally accepted by SAMR for review. 
Formal acceptance should be viewed as a major positive.  Less positive is that the application does not appear to a "simple procedure" review.  
More below the fold. 




Last Week in Event SPACE: SOHO China, Invesco Office, Iress, WH Group, PCCW


For the month of July, 13 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$34bn.



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




5G Networks Ltd/Australia (5GN AU) /  Webcentral (WCG AU) 
Telco
0.1
Scheme
n.a.


Webcentral - 5GN Merger: A Small-Cap Merger Aimed at ASX300 Status



Australian Pharmaceutical Industries (API AU) 
Healthcare
0.5
Scheme
20.5%


API AU: The Hunter Turns The Hunted As Wesfarmers Makes A Move



Empired Ltd (EPD AU) 
Systems
0.2
Scheme
64.6%


Empired (EPD AU): Capgemini's Full Offer



iCar Asia Ltd (ICQ AU) 
Auto portal
0.2
Scheme
83%


ICar (ICQ AU): Carsome &amp; Catcha Carpool



Iress Ltd (IRE AU) 
Software
2.3
Scheme
23%


Iress (ASX AU) Bats Away EQT - For Now



Oil Search Ltd (OSH AU) 
O&amp;G
7.1
Scheme
12.3%


Santos/Oil Search: Getting Facts Straight



Rhipe Ltd (RHP AU) 
Software
0.1
Scheme
20%


Rhipe (RHP AU): Crayon Sees Silver in Them Thar Clouds



Spark Infrastructure (SKI AU) 
Utility
3.9
Scheme
26%



Spark Infra (SKI AU): KKR &amp; OTPPB's Tilts Falls Short
Spark Infrastructure (SKI AU): KKR &amp; OTPPB Pay Up




Sydney Airport (SYD AU) 
Airports
17.0
Scheme
42%


Sydney Airports (SYD AU): Opportunistic Tilt Amid Cloudy Future



Youfoodz Holdings (YFZ AU) 
Home delivery
0.1
Scheme
82.4%


Youfoodz (YFZ AU): HelloFresh's Lowball Takeover Offer Difficult to Block But Not UnBumbable



Hong Kong




Beijing Capital Land Ltd H (2868 HK) 
Real Estate
0.4
Merger by Absorption
62.8%


Beijing Capital Land (2868 HK): Delisting Offer From Parent



Nature Home Holding Company (2083 HK) 
Floorboarding
0.1
Scheme
17.2%


Nature Home (2083 HK): Possible Takeover Target Nature Home (2083 HK)'s Full Offer



South Korea




Green Cross Cell (031390 KS) / Green Cross LabCell (144510 KS) 
Biopharmaceutical
1.5
Merger
n.a.


GC Cell - GC LabCell: Korean Biopharma Merger Trading Tight


Source: Smartkarma Insights







The average premium for the new deals announced (or first discussed) in July was ~41%, with a year-to-date average of ~34% (102 deals &amp; total deal size of US$195bn). This compares to the average premium for all deals in 2020 (158 deals) and 2019 (145 deals) of 31% and 31.5% respectively. 
Offer Premium Summary

     




2019


2020


2021 YTD



Australia
33.0%
32.4%
35.2%


Hong Kong
25.2%
34.7%
34.5%


Japan
44.0%
35.2%
28.5%


ROW
29.1%
24.2%
35.3%


Average
31.5%
31.1%
33.5%


Source: Smartkarma Insights 







Summary of News in July 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)





Australia


Comments (with links to announcements &amp; insights)




Altium Ltd (ALU AU) 

20-Jul: Autodesk Inc (ADSK US)'s early June Offer for Altium Ltd (ALU AU) was terminated.




APN Property Group (APD AU) 

27-Jul: All resolutions passed at the Scheme Meeting




Bingo Industries (BIN AU) 

13-Jul: All resolutions passed at the Scheme Meeting




Boral Ltd (BLD AU) 

14-Jul:  Boral's Bump Earned, Likely to Extend, but THEN WHAT? 19-Jul: Boral (BLD AU): Index Impact from Seven's Offer 22-Jul: Boral Ltd: Seven's Done Deal. What Happens Next?
29-Jul: The Seven Group Holdings (SVW AU) Offer for Boral Ltd (BLD AU) was not extended (as announced on 28 Sep). The deal closed yesterday. The resulting ownership is now 69.6%. 




Crown Resorts (CWN AU) 

22-Jul: Star Entertainment Group (SGR AU) walks away from its proposal for Crown Resorts (CWN AU). That's not a good look. 




Galaxy Resources (GXY AU) 

7-Jul: Scheme Booklet dispatched. The Scheme Meeting will be held on the 6 August.




Hansen Technologies (HSN AU) 

16-Jul: Co-operation agreement entered into




Japara Healthcare (JHC AU) 

27-Jul: Japara Healthcare (JHC): Calvary Takes Charge




Mainstream Group Holdings Ltd (MAI AU) 
No July update



Milton Corp Ltd (MLT AU) 

21-Jul: Milton's Marvelous Arb Meanders Along... Marvelously




Think Childcare (TNK AU) 

No July update












Hong Kong


Comments (with links to announcements &amp; insights)




Bestway Global Holding (3358 HK) 

16-Jul: Scheme Doc pushed out to the 31 August. 




China Machinery Engineering (1829 HK) 

6-Jul: CMEC (1829 HK): Circ Out. H-Class Meeting Firmed. Looks Done




China Traditional Chinese Medicine (570 HK) 

9-Jul: In its monthly update regarding a potential Offer, China Traditional Chinese Medicine (570 HK) says there is no update.




China Youzan Limited (8083 HK) 

15-Jul: In its monthly update, China Youzan (8083 HK) said in its monthly update, that there is no update.




Chong Hing Bank (1111 HK) 

30-Jul: Chong Hing Bank (1111 HK): Scheme Doc Out. IFA Says Fair



Kerry Logistics Network (636 HK)
20-Jul: Kerry Logistics Network (636 HK) announced approval by the Independent Shareholders in respect of the Special Deal Agreements and the Framework Services Agreement had been obtained.



Rivera Holdings (281 HK) 

23-Jul: Scheme approved. 




Sichuan Languang Justbon Service (2606 HK) 

15-Jul: Desliting conditions met. Last day of trading is the 9 August. 




Soho China Ltd (410 HK) 

2-Jul: SOHO China (410 HK): Known Knowns As Spread Widens 30-Jul: SOHO China (410 HK): In For a Penny .... 




WH Group (288 HK) 

5-Jul: WH Group - Trading Opportunities Abound 10-Jul: WH Group - Long-Only Fundamental Investors Can Take Advantage Too 30-Jul: WH Group Offer Doc Out - This Little Piggy Went To Market.










India


Comments (with links to insights)




Adani Power (ADANI IN) 

23- Jul: After going limit up today, to INR 101.80/share, Adani Power (ADANI IN) is now back above INR 100/share after having fallen from INR 160. The 1-year deadline to file the Delisting Offer to the Exchange is 23 July. The Exchange would respond within 5 business days if they file. 




Mphasis Ltd (MPHL IN) 

No July update




Vedanta Ltd (VEDL IN) 

No July update









Japan


Comments (with links to announcements &amp; insights)




Aomori Bank (8342 JP) / Michinoku Bank (8350 JP) 
No July update


EPS Holdings (4282 JP)
9-Jul: The bidder for EPS Holdings (4282 JP) now has 86.97%. This will lead us to an EGM and a squeezeout. 



Hitachi Metals (5486 JP) 

No July update




Invesco Office J Reit (3298 JP) 

28-Jul: Invesco Real Estate Deal for Invesco Office (3298) Successful - Now For the Aftermath



Japan Asia (3751 JP)
14-Jul: City Index Eleventh has raised its bid from ¥960/share to ¥970/share. That forces an extension from expected end date tomorrow to the 30th of July. That's why it was raised. He doesn't have enough shares to do what he wants yet. But in raising it, he has gotten the board to agree to recommend his offer, which is something pretty special. 



Locoguide (4497 JP) / Kufu (4399 JP)

9-Jul: Kufu (4399 JP) confirmed on 7th July 2021 that shareholders have voted in favour of the Deal. Locoguide (4497 JP) shareholder vote (which was quite straightforward as the top shareholder held more than two-thirds) was also confirmed on 25th June 2021. Both stocks are expected to be delisted on 29th September 2021. The combined NewCo will be listed on 1st October 2021. 



Maruka Machinery (7594 JP) / Furusato Industries (8087 JP) 
No July update



Oliver Corp (7959 JP) 
No July update



Sakai Ovex (3408 JP) 
27-Jul: Sakai Ovex MBO Reloaded - Up 27% from Last Weak Bump But Still Cheap




Sanshin Electronics (8150 JP) 
No July update



Sawada Holdings (8699 JP) 

3-Jul: Sawada (8699) - Upsilon To End Its Tender, and Khan Bank Applies to List




Secom Co Ltd (9735 JP) 

No July update




Takeei Corp (2151 JP) 

8-Jul: Takeei (2151 JP) - Rever (5690 JP): Shareholder Approvals Complete - Road to TOPIX Upweight Clear




Toshiba Corp (6502 JP) 

20-Jul: Toshiba Corp (6502 JP) Chapter 5: Assessing the Next Move 21-Jul: Toshiba Support Cracked




Yamada Denki (9831 JP) 

No July update












Malaysia


Comments 




IHH Healthcare (IHH MK) 
No July update



Ijm Plantations (IJMP MK) 
No July update



MMC Corp Bhd (MMC MK) 
14-Jul: the Offeror has granted the Company an extension of time to no later than 5.00pm on 30 August 2021 for the Company to respond to the Offeror with its decision as to whether or not to implement and to recommend the Proposed SCR to the Entitled Shareholders for their consideration, based on the terms set out in the SCR Offer Letter.









New Zealand


Comments (&amp; link to insight)




Tilt Renewables Ltd (TLT NZ) 

15-Jul: At the Scheme Meeting,  shareholders representing 91.84% of all Tilt Renewables' shares on issue, voted by proxy or at the meeting. Over 75% of the votes of shareholders in each interest class who were entitled to vote and who voted, were cast in favour of the Scheme. Further, of all the votes cast, 99.94% of votes were in favour of the Scheme.








Singapore


Comments (&amp; link to insight)




Dutech Holdings (DTECH SP) 

15-Jul: Offer price revised to $0.435/share. Offer closes on the 2 August.






China

Guangzhou R&F Properties Co., Ltd. operates real estate businesses. The Company provides housing renovation, housing loans, real estate brokerage, property management, and other services. Guangzhou R&F Properties also operates hotel management.

YunNan Metropolitan Real Estate Development Co., Ltd. operates in property development business. It also manufactures and markets beer and fruit wines, plastic film for agricultural use and grows chinaberry.

Shanghai Infotmic Co., Ltd. is a professional integrated circuit design company, focusing on the research and development of mobile Internet terminal application processor chip.

Zhejiang Guangsha Co., Ltd. develops real estate and undertakes construction projects.  The Company also provides travel services and operates in property management.

Beijing Electronic Zone Investment and Development Co. Ltd. operates as a real estate developer. The Company develops technology industrial parks and residential areas. Beijing Electronic Zone Investment and Development also conducts investment attractions, industry incubation, and industrial park operation businesses.

Hefei Urban Construction Development Co., LTD. develops residential properties. The company also markets and provides services to its related commercial properties.

Shanghai Tianchen Co., Ltd. is an investment holding company.  Through its subsidiaries, the Company develops and manages real estate properties, provides taxi transportation services, offers driver training programs, operates parking lots and logistic zones, and manufactures pharmaceuticals. The Company also operates hotel and construction and renovation businesses.

Tianjin Jinbin Development Co., Ltd. operates a diversified business.  The Company provides construction machinery and tools leasing and rental service, sells general merchandise and real estate properties, distributes electricity and heat, and offers technology consulting services.

Shenzhen World Union Properties Consultancy Inc. develops and invests in real estate.  The Company also provides real estate agency, consultancy and management services, financial and asset management services.

Shenzhen Worldunion Proprts Cnsltncy (002285 CH)

Hubei Fuxing Science and Technology Co Ltd manufactures steel wire ropes, steel wires, and steel strands. The Company's products are used in tire manufacturing, telecommunication, and other industries. Hubei Fuxing also invests in real estate.

Hubei Fuxing Science & Technology (000926 CH)

PT Puradelta Lestari Tbk is an industrial property developer. The Company sells industrial estate, residential and commercial land.

Far East Consortium International Limited, through its subsidiaries, develops and invests in real estate.  The Company also operates hotels.

Far East Consortium International (35 HK)

Sinarmas Land Ltd. invests in, develops and manages real estate.  The Company owns commercial buildings, hotels and resorts in China, Indonesia, Malaysia and Singapore.

Nirlon Ltd. develops real estate.  The Company develops office parks.

KSL Holdings Berhad is an investment holding company. Through its subsidiaries, the Company develops properties. KSL Holdings performs all aspects of development from land purchasing to final property inspection.

PT Duta Pertiwi Tbk operates as a holding company. The Company, through its subsidiaries, develop properties such as  malls, hotels, and office buildings. Duta Pertiwi Tbk serves clients in Indonesia.

Hung Sheng Construction Ltd. provides real estate services to meet both resident ial and commercial real estate needs.  The Company conducts primarily its busine ss in developing, selling, and leasing residential and commercial buildings whic h are constructed by independent constructors.

Tanco Holdings Berhad is an investment holding company.  The Company, through its subsidiaries, operates in property development and investment, hotel, vacation ownership interval and schemes, golf club, marina club, travel and tour agent, and resort.  Tanco also provides construction and money lending services.

Shin Ruenn Development Company Ltd. provides development and sale of residential and commercial buildings, villas, and office buildings. Shin Ruenn also produces video systems, drawing machines, and consumable parts.

Joy City Property Limited, is engaged in the development, operation, sale, leasing and management of mixed-use complexes and commercial properties such as shopping malls, hotels, offices, serviced apartments and resort and tourist properties.

Soho China Ltd. is a property developer. The Company develops properties in central Beijing and Shanghai. Soho China collaborates with internationally recognized architects, translating their designs into real estate which possesses strong appeal to property investors and the local businesses and customer bases they serve.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Soho China (410 HK)

SOHO China's Spread Risk/Reward Update

Negative articles have led investors to take the sell first, ask questions later approach. The reasoning for blocking the deal presented in these...

Arun George

Last Week in Event SPACE: SOHO China, Evergrande, Kerry Logistics, Milton, CBA, NTT

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

SOHO China (410 HK): Time To Buy

Formal acceptance for review is a big positive development. Most deals in China are simply not accepted for review if they are a no-go - and the...

David Blennerhassett

Last Week in Event SPACE: SOHO China, Invesco Office, Iress, WH Group, PCCW

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

(Mostly) Asia M&A: July 2021 Roundup

The average premium for new deals announced (or first discussed) in July was ~41%, with a YTD average of ~34%. This compares to the average premium...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)