Equity Analyst, LightStream Research

Oshadhi Kumarasiri

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Event-Driven

<ul>
<li>In October 2020, <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" rel="noopener">Alibaba Group (BABA US)</a>-owned Taobao China Holding Limited acquired an additional 70.94% interest in A-RT Retail Holdings Limited (which owns 51% of <a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art Retail (6808 HK)</a>) from its owners, the Mulliez Family, for an aggregate consideration of US$ 3.6 billion (HK$ 27.96 billion).</li>
<li>As a result, Alibaba took control of 72.35% of the Chinese supermarket chain’s share capital, triggering a mandatory offer at HK$ 8.10 per share.</li>
<li>
<a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art Retail (6808 HK)</a> shares closed 16.7% above the implied acquisition price of HK$ 8.10 per share, on the date of the announcement. Around 170m shares changed hands on the same date, compared to an average daily trading volume of 17.0 million shares in the three months leading up to this transaction.</li>
</ul><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/175/144/original/Picture1.png?1606704586" class="editor-image img-responsive" data-smartkarma-image-id="175144"></figure></section><ul>
<li>From the 19<sup>th</sup> October to 27<sup>th</sup> November, Sun Art Retail shares traded above the minimum mandatory offer price of HK$ 8.10 per share, perhaps an indication that the market may have been expecting an offer of a higher price than HK$ 8.10 per share.</li>
<li>The mandatory offer commenced at the minimum offer price of HK$ 8.10 per share on 27<sup>th</sup> November 2020, and will remain open until 18<sup>th</sup> December 2020.</li>
<li>The independent financial advisor, Somerley Capital Limited, which was appointed by the Independent Board Committee to ascertain the fairness of the mandatory offer, has looked at the company’s historical share price range, PE ratios, and PE discount to the peers and decided that the offer is unfair to the minority shareholders.</li>
</ul>


In October 2020, Alibaba Group (BABA US)-owned Taobao China Holding Limited acquired an additional 70.94% interest in A-RT Retail Holdings Limited (which owns 51% of Sun Art Retail (6808 HK)) from its owners, the Mulliez Family, for an aggregate consideration of US$ 3.6 billion (HK$ 27.96 billion).
As a result, Alibaba took control of 72.35% of the Chinese supermarket chain’s share capital, triggering a mandatory offer at HK$ 8.10 per share.

Sun Art Retail (6808 HK) shares closed 16.7% above the implied acquisition price of HK$ 8.10 per share, on the date of the announcement. Around 170m shares changed hands on the same date, compared to an average daily trading volume of 17.0 million shares in the three months leading up to this transaction.

From the 19th October to 27th November, Sun Art Retail shares traded above the minimum mandatory offer price of HK$ 8.10 per share, perhaps an indication that the market may have been expecting an offer of a higher price than HK$ 8.10 per share.
The mandatory offer commenced at the minimum offer price of HK$ 8.10 per share on 27th November 2020, and will remain open until 18th December 2020.
The independent financial advisor, Somerley Capital Limited, which was appointed by the Independent Board Committee to ascertain the fairness of the mandatory offer, has looked at the company’s historical share price range, PE ratios, and PE discount to the peers and decided that the offer is unfair to the minority shareholders.


A Low-Ball Offer - Aimed to Keep Sun Art Retail Listed

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Beijing Jingneng Clean Energy / Event-Driven


For the month of November, 18 new deals were discussed on Smartkarma with an overall announced deal size of ~US$20bn.


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



Regis Healthcare (REG AU) 
Retirement
0.4
Poss. Scheme
25%


Regis Healthcare (REG AU): Potential New Home For The Old


Think Childcare (TNK AU) 
Childcare
0.1
Poss. Scheme
8%


Think Childcare (TNK AU) : Takeover Proposal From Alceon Group Seems Light


Vitalharvest Freehold Trust (VTH AU) 
Agriculture
0.1
Scheme
27.4%


Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon






Hong Kong




Beijing Jingneng Clean Energy (579 HK) 
Energy
2.8
Vol. Offer
70.89%


Beijing Jingneng (579 HK): Privatisation Offer From Parent






Japan



Honshu Chemical Industry (4115 JP) 
Chemical
0.1
Tender Offer
42.6%


Honshu Chemical (4115) - An Embarrassment of Riches


Imasen Electric Industrial (7266 JP) 
Auto parts
0.1
Partial Tender
41%


Imasen Electric Partial Tender - Set Governance to Ludicrous Mode


Japan Asia (3751 JP) 
Community ops
0.2
Tender Offer
70.5%


Japan Asia (3751 JP) Management Buyout: Should There Be a BUMP?


Joban Kaihatsu (1782 JP) 
Construction
0.1
Tender Offer
32%


SmallCap Joban Kaihatsu Founder Tries a Free MBO


Kansai Mirai Financial (7321 JP) 
Financials
0.6
Tender Offer
3%


Resona To Take Kansai Mirai Private!







Keihanshin Building (8818 JP) 

Building leasing
0.2
Partial Tender
1%


Opportunistic Keihanshin (8818) Tender Offer Designed to Fail


Kenedix Inc (4321 JP) 
Real estate
1.25
Tender Offer
32%


A Curiously Unsatisfying Takeover Bid For Kenedix


Tohto Suisan (8038 JP) 
Fresh seafood
0.2
Partial Tender
9.2%


Tohto Suisan Partial Tender Offer - A Weird Tender Which Leads To Listed Zombie-Ism


Tokyo Dome Corp (9681 JP) 
Amusement parks
1.0
Rumoured



Mitsui Fudosan Tender For Tokyo Dome (9681) Mooted, and Tokyo Dome Sells Itself For the Wrong Price  


Yomiuri Land (9671 JP) 
Theme Park
0.4
Tender Offer
26%


Yomiuri Land (9671) Takeover - Probably The Wrong Price But Whaddya Gonna Do?










Malaysia



Batu Kawan Bhd (BAK MK) 
Chemical/rubber
0.1
MGO
13.14%


Batu Kawan (BAK MK)'s Mandatory Offer for CCM: Low Risk Risk Arb






US



China Biologic Products (CBPO US) 
Medical
1.9
Merger
16.8%


China Biologics (CBPO US): Firm Offer Backed By Prerequisite Votes










Europe/UK



Aryzta AG (ARYN VX) 
B2B solutions
0.9
Indicative Offer
32%


Aryzta - Elliott: Prospective Offer


RSA Insurance (RSA LN) 
Insurance
9.5
Offer
48%


RSA - Intact Financial &amp; Tryg: Generous Break-Up Takeover Proposal





Source: Smartkarma Insights

The above does not include the US$0.2bn SPA for amaysim Australia (AYS AU) discussed in Amaysim To Be Wound-Up After Mobile Sale.

Technically, China Biologic Products (CBPO US) was first mentioned on Smartkarma 14 months ago - but now we have a firm offer.


The average premium for the new deals announced (or first discussed) in November was ~29% and the YTD average premium for all deals discussed on Smartkarma (139 all-in) is ~31.5%.  The average for all deals discussed on Smartkarma in 2019 (145 deals all-in) was 31.5%.



The charts below provide a snapshot of deals YTD discussed on Smartkarma. Where the deal is a merger of equals or similar, I've assigned no premium.







Summary of News in November 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. Where a new insight was written on these names in July, I've included a link, in bold, to that insight in italics.)






Australia


Comments (with links to announcements &amp; insights)




3P Learning (3PL AU) 

15-Nov: 3P Learning (3PL AU) : Indian Ed-Tech Giant BYJU's Competitive Bid 24-Nov: 3P Learning (3PL AU): Ed-Tech Deal Faces a New Twist




Cardinal Resources (CDV AU) 

4-Nov: In an ASX update, Cardinal Resources (CDV AU) goes into detail the numerous Takeover Panel applications. All of a bit of a mess right now.  25-Nov: Cardinal Resources: Three's A Crowd 26-Nov: Nordgold extends its Offer until the 14 December for Cardinal Resources (CDV AU) while continuing to air its concerns over E&amp;P's Offer. Cardinal continues to unanimously recommend Shandong's Offer.




Citadel Group (CGL AU) 

No November update




Coca Cola Amatil (CCL AU) 

4-Nov: A Scheme implementation Deed has now been entered into, at $12.75/share. The Scheme Meeting is expected to be held in early/mid-March, with an expected implementation date in late March/early April. 




Cromwell Property (CMW AU) 

17-Nov: Board spill for Cromwell Property (CMW AU). One more step for ARA.  26-Nov: ARA's proportional Offer will close on the 30 November.




DWS Ltd (DWS AU) 

No November update




Link Administration Holdings (LNK AU) 

25-Nov: An update to say there is no update




OptiComm Ltd (OPC AU) 

3-Nov: OptiComm Ltd (OPC AU) announced it "not received any contact whatsoever from Aware Super " since 15 October.
6-Nov: OptiComm Ltd (OPC AU) shareholders overwhelmingly approve Scheme.




Northern Star Resources (NST AU) 

25-Nov: some finance conditions are met




Village Roadshow (VRL AU) 

9-Nov: In a new announcement, Village Roadshow (VRL AU) said the A$0.12/share uplift is now locked in.
12-Nov: Spheria said it will vote against Scheme B for Village Roadshow (VRL AU).
17-Nov: Mittleman ups stake in Village Roadshow (VRL AU) to 14.34% from 12.87%.
23-Nov: Village Roadshow: Rollercoaster Economics
27-Nov: Mittleman Brothers posted a presentation, which describes its concerns regarding the currently proposed takeover of VLR.  "The current A$2.95 to A$3.00 range of best outcomes provided still appears unfairly low versus our estimate of indicative fair value which is currently A$5.24 per share."





 




Hong Kong


Comments (with links to announcements &amp; insights)




Allied Properties (H.K.) (56 HK) 
26-Nov: The High Court just upheld the appeal. And the Scheme will now be sanctioned Allied Prop (56 HK): In High Court Today .... 




AMVIG Holdings (2300 HK) 
2-Nov: The Composite doc has now been delayed until the 18 November.   18-Nov: Offer doc for AMVIG Holdings (2300 HK) is out. The first close is the 9 December. The IFA says the Offer is fair &amp; reasonable.   25-Nov: Offer for AMVIG Holdings (2300 HK) now declared unconditional in all respects. 



Beijing Jingneng Clean Energy (579 HK) 
18-Nov: Beijing Jingneng (579 HK): Privatisation Offer From Parent




Car Inc (699 HK) 
14-Nov: Car Inc (699 HK): MBK's Firm Offer




Changshouhua Food (1006 HK) 

11-Nov: China Zhongdi Dairy (1492 HK) will hold an EGM on the 2 December to consider the Offer from Inner Mongolia Yili Industrial Group (A) (600887 CH).
19-Nov: Fortune Hero, with 4.04%, has given an irrevocable to accept the Offer for China Zhongdi Dairy (1492 HK).
25-Nov: More irrevocables trickle in for China Zhongdi Dairy (1492 HK). This takes the shares held plus irrevocables to 96.58%, and is therefore expected to turn unconditional on the 7th day after the despatch of the Composite Doc.




CIMC-TianDa Holdings (445 HK) 
No November update



Cross Harbour Holdings (32 HK) 
4-Nov: The Offer is now unconditional in all respects. The Offer will remain open for acceptances until the 23 November. 



Get Nice Holdings (64 HK) 

25-Nov: Composite Doc despatched for Get Nice Financial Group Ltd (1469 HK).




Haier Electronics Group Co (1169 HK) 

14-Nov:Pre-conditions have now been fulfilled for the Haier Electronics Group Co (1169 HK) Offer. 16-Nov: Haier Electric (1169 HK): The "H-Share" Guessing Game




Hengxing Gold Holding (2303 HK) 

3-Nov: As expected, the despatch of the Scheme Doc has been pushed back to 30 November, from 4 November.
13-Nov: Pre-conditions have now been fulfilled for the Hengxing Gold Holding (2303 HK) Offer.




Leyou Technologies (1089 HK) 

12-Nov: Leyou Tech (1089 HK): Offer Doc Despatched




Macau Legend Development (1680 HK) 

2-Nov: The Composite Document is out. The closing date is the 24 November. The IFA says fair &amp; reasonable.




Powerleader Science &amp; Technology Group (8236 HK) 

No November update




Shanghai Prime Machinery H (2345 HK) 

3-Nov: As expected, the Composite Doc for  Shanghai Prime Machinery H (2345 HK) has been delayed until 22 January, if need be. 
25-Nov: SEG's shareholders approve the merger of Shanghai Prime Machinery H (2345 HK). This is one of the pre-cons. Regulatory approvals form other pre-cons are still outstanding. 




Sun Art Retail (6808 HK) 

9-Nov: As expected, the Composite Doc has been delayed - but only for a week, and is now expected to be despatched on or before the 18 November. 
27-Nov: Sun Art (6808 HK): Offer Doc Out. Not Fair And Reasonable




Yixin Group Ltd (2858 HK) 
6-Nov: Yixin (2858 HK)’s Downstream Unconditional MGO 11-Nov: Composite Doc is out for Yixin Group Ltd (2858 HK). The first (&amp; probably last) close is the 2 December. 











India


Comments (with links to insights)




Allcargo Logistics (AGLL IN) 

No November update




Hexaware Technologies (HEXW IN) 

No November update




INEOS Styrolution India Limited (INEOS IN) 

No November update













Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
No November update, but Oasis now over 5%



Medical &amp; Biological Laboratories (4557 JP) 

No November update




NTT Docomo Inc (9437 JP) 

11-Nov: NTT/Docomo - The KDDI Quibble
17-Nov:Surprising NTT Docomo Tender Result Accelerates Squeezeout, Great Re-Allocation, Nikkei 225 Change
27-Nov: The Other Docomo Selldown and TOPIX Buy  Delisting scheduled for late December.




Shimachu Co Ltd (8184 JP) 

13-Nov: Nitori's Bid for Shimachu Goes Friendly as Shimachu Dumps DCM
16-Nov: DCM Holdings (3050 JP) has extended its Tender Offer for Shimachu Co Ltd (8184 JP) by 10 days, so now it ends on 1 December 2020.  This gives it time to await an expected Phase 1 decision by the JFTC regarding the bid by Nitori Holdings (9843 JP). It was something of a no-brainer for them to extend.   On 27Nov, DCM extended again.




Softbrain (4779 JP) 

Tender Offer succeeded.  27Nov: EGM to consolidate is 29 Dec. Delisting to be 19 Jan.














Singapore


Comments (with links to insights and announcements)




ESR-REIT (EREIT SP) / Sabana Shari'ah Compliant Industrial REIT (SSREITR SP) 

27-Nov:  ESR-REIT/Sabana: Furphys And Fear-Mongering
















Thailand


Comments 




COL PCL (COL TB) 
No November update


















Middle East


Comments 




Samba Financial Group (SAMBA AB) /
National Commercial Bank (NCB AB) 

No November update










Europe/UK


Comments (with links to announcements and insights)




Ahlstrom-Munksjo (AM1 FH) 
No November update



Altice NV A (ATC NA) 


No November update




CaixaBank SA (CABK SM) 
No November update



G4S PLC (GFS LN) 
6-Nov: G4S Playing Hard-To-Get




Play Communications SA (1P1 GR) 
No November update



Talktalk Telecom (TALK LN) 
No November update



William Hill (WMH LN) 
No November update





Last Week in Event SPACE: Tokyo Dome, ESR/Sabana, NTT Docomo, Evergrande, LG Corp, China Resources

<div>
<p>On the 18 October, hypermarket operator <a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art Retail (6808 HK)</a> <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1019/2020101900089.pdf" target="_blank" rel="noopener">announced</a> <a href="https://www.smartkarma.com/entities/alibaba-group" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba Group (9988 HK)</a> had entered into a SPA with the Mulliez family, the completion of which would give Alibaba's direct/indirect control of 71.98% into Sun Art from 31.13% currently, triggering an Unconditional Mandatory General Offer.</p>
</div>
<div>
<p>The MGO price would be $8.10/share, a 2.14% premium to last close. Any dividend paid or declared would reduce the Offer Price.</p>
</div>
<div>
<p>The SPA had limited conditions and was <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1019/2020101900982.pdf" target="_blank" rel="noopener">completed</a> on the 19 October. The Composite Doc was expected to be issued by the 9 Nov, 21 days from the initial announcement, but owing to usual slippages, the despatch date was delayed.</p>
<p>The Composite Offer and Response Document is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1127/2020112700011.pdf" target="_blank" rel="noopener">out</a>. The first close is the 18 December, and assuming you tender immediately, payment would be on or around the 8 December. The IFA (Somerley) considers the Offer NOT fair and NOT reasonable.</p>
<p>Sun Art is trading through terms at $8.25/share, although down from its $9.45 close on the day of the Offer announcement. There's nothing to do here on the MGO unless pricing closes in on the near-term hard floor of $8.10, as it did last week.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


On the 18 October, hypermarket operator Sun Art Retail (6808 HK) announced Alibaba Group (9988 HK) had entered into a SPA with the Mulliez family, the completion of which would give Alibaba's direct/indirect control of 71.98% into Sun Art from 31.13% currently, triggering an Unconditional Mandatory General Offer.


The MGO price would be $8.10/share, a 2.14% premium to last close. Any dividend paid or declared would reduce the Offer Price.


The SPA had limited conditions and was completed on the 19 October. The Composite Doc was expected to be issued by the 9 Nov, 21 days from the initial announcement, but owing to usual slippages, the despatch date was delayed.
The Composite Offer and Response Document is now out. The first close is the 18 December, and assuming you tender immediately, payment would be on or around the 8 December. The IFA (Somerley) considers the Offer NOT fair and NOT reasonable.
Sun Art is trading through terms at $8.25/share, although down from its $9.45 close on the day of the Offer announcement. There's nothing to do here on the MGO unless pricing closes in on the near-term hard floor of $8.10, as it did last week.


More below the fold.


Sun Art (6808 HK): Offer Doc Out. Not Fair And Reasonable

Supun Walpola

Equity Bottom-Up

Alibaba Group Holding  / Equity Bottom-Up

<p>Despite the excitement over <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" data-smartkarma-citation="entities:787:1" rel="noopener">Alibaba Group (BABA US)</a>’s New Retail strategy, we believe the likes of Freshippo are still too small to contribute in a meaningful way to Alibaba’s valuation in the near term. However, Alibaba continues to invest heavily around the New Retail theme, both in Freshippo store expansions and through several recent investments in SunArt and Dufry. This implies that Alibaba is now pretty much committed to its New Retail strategy, and so far, seems to be happy with its progress. We do not see any major downside of New Retail for now either.</p><p>In this note, we take a deep dive into Alibaba's new retail businesses, in particular, Freshippo. </p>

Despite the excitement over Alibaba Group (BABA US)’s New Retail strategy, we believe the likes of Freshippo are still too small to contribute in a meaningful way to Alibaba’s valuation in the near term. However, Alibaba continues to invest heavily around the New Retail theme, both in Freshippo store expansions and through several recent investments in SunArt and Dufry. This implies that Alibaba is now pretty much committed to its New Retail strategy, and so far, seems to be happy with its progress. We do not see any major downside of New Retail for now either.In this note, we take a deep dive into Alibaba's new retail businesses, in particular, Freshippo. 

Alibaba: New Retail Is Exciting but Too Small For Now

Hong Kong

Sun Art Retail Group Ltd. operates hypermarkets.  The Company retails food and offers amenities such as restaurants, automated teller machines, pharmacies and dry cleaners.

Price Gauge
52-week Range	0.00 - 0.00
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Sun Art Retail (6808 HK)

A Low-Ball Offer - Aimed to Keep Sun Art Retail Listed

It appears that Alibaba is not particularly keen on adding any more to the 72.35% of Sun Art shares it already owns. However, by law, Alibaba is...

Oshadhi Kumarasiri

(Mostly) Asia M&A: November 2020 Roundup

The average premium for the new deals announced (or first discussed) in November was ~29% and the YTD average premium for all deals discussed on...

David Blennerhassett

Last Week in Event SPACE: Tokyo Dome, ESR/Sabana, NTT Docomo, Evergrande, LG Corp, China Resources

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

Sun Art (6808 HK): Offer Doc Out. Not Fair And Reasonable

From an arb standpoint, there is very little to do here. Alibaba taking control of this hypermarket chain is positive. Sun Art also appears...

David Blennerhassett

Alibaba: New Retail Is Exciting but Too Small For Now

Despite the excitement over Alibaba’s New Retail strategy, we believe the likes of Freshippo are still too small to contribute in a meaningful way...

Supun Walpola

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)