Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Last Week in Event SPACE: JD.com, CNOOC, Coca Cola Amatil, Kunlun Energy, Honshu Chemical, Toa Oil

Travis Lundy

Equity Bottom-Up

In mid-December, eight trading days after Vedanta promotor Anil Agarwal said the promoter (Vedanta Resources, himself, the associated companies) had no plans at all to increase their stake in <a href="https://www.smartkarma.com/entities/vedanta-ltd" target="_blank" data-smartkarma-citation="entities:514:1" rel="noopener">Vedanta Ltd (VEDL IN)</a> and no plans to make an Open Offer, the promoter launched a block bid to buy 4.98% in a post-market trade. The shares had climbed more than 50% in the previous two months to Rs 150/share, but the deal got done at Rs 160/share.Less than three weeks later, two entities controlled by <a href="https://www.smartkarma.com/entities/vedanta-resources-limited" target="_blank" data-smartkarma-citation="entities:22202:1" rel="noopener">Vedanta Resources (VED LN)</a> announced an intention to conduct an Open Offer to buy another 10% of its main Indian-listed asset, VEDL at the same Rs. 160/share price as the clearing price. But by that time (9 January), the price had risen past Rs. 180/share as global market movements had propelled gains in cyclicals and commodity markets had propelled the underlying products.But even then, VEDL was quite cheap on a relative basis. The question was about the nature of the Open Offer. Was it a real Open Offer?  Or was it designed for another purpose in mind? We still do not know the answer, but on 18 February the stock reached a new 2-year intraday high, closing at Rs. 195+/share. And VEDL is still not expensive vs peers. Q3 results at both HZ and at VEDL ex-HZ were great. VEDL ex-HZ Operating Income was the highest since March 2014, and VEDL ex-HZ Net Income in Q3 was the second highest non-accounting gimmick Net Income ever?Looking forward, consensus on VEDL is stale. It shows the largest negative number for VEDL ex-HZ OP in the modern VEDL era in Q4 this year despite strong commodity pricing.And VEDL still owes a lot of back dividends to its shareholders. And we await the Open Offer details.This and a lot more below.

In mid-December, eight trading days after Vedanta promotor Anil Agarwal said the promoter (Vedanta Resources, himself, the associated companies) had no plans at all to increase their stake in Vedanta Ltd (VEDL IN) and no plans to make an Open Offer, the promoter launched a block bid to buy 4.98% in a post-market trade. The shares had climbed more than 50% in the previous two months to Rs 150/share, but the deal got done at Rs 160/share.Less than three weeks later, two entities controlled by Vedanta Resources (VED LN) announced an intention to conduct an Open Offer to buy another 10% of its main Indian-listed asset, VEDL at the same Rs. 160/share price as the clearing price. But by that time (9 January), the price had risen past Rs. 180/share as global market movements had propelled gains in cyclicals and commodity markets had propelled the underlying products.But even then, VEDL was quite cheap on a relative basis. The question was about the nature of the Open Offer. Was it a real Open Offer?  Or was it designed for another purpose in mind? We still do not know the answer, but on 18 February the stock reached a new 2-year intraday high, closing at Rs. 195+/share. And VEDL is still not expensive vs peers. Q3 results at both HZ and at VEDL ex-HZ were great. VEDL ex-HZ Operating Income was the highest since March 2014, and VEDL ex-HZ Net Income in Q3 was the second highest non-accounting gimmick Net Income ever?Looking forward, consensus on VEDL is stale. It shows the largest negative number for VEDL ex-HZ OP in the modern VEDL era in Q4 this year despite strong commodity pricing.And VEDL still owes a lot of back dividends to its shareholders. And we await the Open Offer details.This and a lot more below.

Vedanta Soars Beyond Indicative Open Offer Level. Not Expensive

China Traditional Chinese Medicine / Event-Driven



For the month of January, 22 new deals were discussed on Smartkarma with an overall announced deal size of ~US$52bn.


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




Bingo Industries (BIN AU) 
Waste collection
1.8
Scheme
19.8%



Bingo Industries (ASX: BIN): Talking Trash
Bingo Industries (BIN AU): CPE/MIRA's Scavenger Hunt




Hong Kong




China Machinery Engineering (1829 HK) 
Construction
0.4
Merger by Absorption
45.1%



China Machinery Engineering (1829 HK): Possible Offer
China Machinery Engineering (1829 HK): Delisting Offer From Parent




Polytec Asset Holdings (208 HK) 
Real Estate
0.4
Scheme
61.3%


Polytec Asset (208 HK): Offer By Way Of A Scheme



HKC Holdings (190 HK) 
Holding Co.
0.2
Scheme
120.39%



China Renewable Energy (987 HK): Possible Privatisation Offer
HKC (190 HK): Take-Private Offer By Way Of A Scheme




New Century REIT (1275 HK) 
Hospitality
0.25
Scheme-like
14.3%


New Century (1275 HK): Closing Down Sale



Rivera Holdings (281 HK) 
Real estate
0.1
Scheme
62.5%


Rivera (281 HK): Scheme Or Face Delisting



China Traditional Chinese (570 HK) 
TCM
3.0
??
??


Trad Chi Med (570 HK): Sinopharm's Feverish Proposal



Zhejiang New Century Hotel (1158 HK) 
Hospitality
0.65
Merger by Absorption
24.7%


Zhejiang New Century (1158 HK): Pre-Conditional Offer



Zhuhai Holdings Investment (908 HK) 
Ports
0.2
Scheme
37.8%


Zhuhai Holdings (908 HK): Zhuhai SASAC Reloads With Scheme Offer



India




Engineers India (ENGR IN) 
Engineering
0.1
Buyback tender
10%


Hefty Engineers India Buyback Tender - Worth The Arb If You Own



Japan




Tokyo Rope Mfg (5981 JP) 
Wire rope
0.2
Partial
39%



Nippon Steel's HOSTILE Partial Tender Offer for Tokyo Rope: A Move to Mark Territory?
New Money for Old Rope? Gaming Out A Hostile Partial Offer on Tokyo Rope (5981)




Singapore




CEI Limited (CEI SP) 
Electronics
0.1
VGO
16.2%


CEI Limited (CEI SP): Privatization Deal by AEM Holdings (AEM SP) Trading with a View to Complete



GL Ltd (GLL SP) 
Hospitality
0.2
VGO
25.0%


GL Limited (GLL SP): Privatisation Offer Renews Interest In Guoco



Penguin International (PBS SP) 
Boat builder
0.1
VGO
30%


Penguin International (PBS SP): Friendly Privatization Deal Might Need A Bump



Europe




CA Immobilien Anlagen AG (CAI AV) 
Real estate
3.8
Offer
16.9%


CA Immo - Starwood: Mandatory Offer



Carrefour SA (CA FP) 
Convenience
20.0
Merger
29.3%


Carrefour - Alimentation Couche-Tard Non-Binding Offer



Enlabs AB (NLAB SS) 
Sports betting
0.3
Offer
1.1%


Enlabs - Entain Beefing Up



Entain (ENT LN) 
Entertainment
11.0
Offer
22%


MGM's Prospective Offer for Entain



Liberbank SA (LBK SM) 
Financing
0.9
Merger



Liberbank - Unicaja Agreed Merger



Naturgy Energy Group SA (NTGY SM) 
Energy
6.0
Partial offer
20%


IFM Investors to Launch a Partial Hostile Tender Offer for Naturgy



Handicare Group AB (HANDI SS) 
Medi aid
0.4
Offer
22.0%


Handicare - Savaria: Recommended Offer



Tikkurila Oyj (TIK1V FH) 
Paints
1.7
Offer
84.5%


Akzo Nobel Tops PPG's Offer for Tikkurila


Source: Smartkarma Insights




The average premium for the new deals announced (or first discussed) in January was ~35%. This compared to the average premium in 2020 and 2019 of 31% and 31.5% respectively. 




Summary of News in January 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) 

21-Jan: Non-binding term sheet entered into




amaysim Australia (AYS AU) 

18-Jan:
WAM Capital Ltd (WAM AU) has bumped its Offer for amaysim Australia (AYS AU) to 1 new WAM share for every 2.675 AYS share; or A$0.70/share cash per share, from 1 new WAM share for every 2.7 AYS share; or A$0.695/share cash per share. AYS' largest shareholder, Longfrist with 19.19%, supports WAM's Offer.




Asaleo Care Ltd (AHY AU) 

27-Jan: Independent board rejects non-binding proposal




Cardinal Resources (CDV AU) 

27-Jan: Shandong to compulsory acquire shares. Shares to be cease trading on the 3 Feb




Coca Cola Amatil (CCL AU) 

6-Jan: Coca-Cola Amatil Takeover Offer: A Bump Forthcoming?




Link Administration Holdings (LNK AU) 

3-Jan: SS&amp;C withdraws proposal for Link Administration Holdings (LNK AU).




Regis Healthcare (REG AU) 

20-Jan Washington H. Soul Pattinson and Co. (SOL AU)withdraws




Think Childcare (TNK AU) 

20-Jan: Think Childcare (TNK AU): Bigger Bid by Busy Bees




Vitalharvest Freehold Trust (VTH AU) 

No January update




WPP PLC (WPP LN) 

No January update










Hong Kong


Comments (with links to announcements &amp; insights)




Beijing Jingneng Clean Energy (579 HK) 

31-Dec: Beijing Jingneng (579 HK): Doc Out. IFA Says Fair &amp; Reasonable
11-Jan: As expected, SAIF (6.13% of total issued H  shares, and 11.53% of independent H shares; and Goldwind (2.83% &amp; 5.32% respectively) have given letters of intent to support the Offer. 
25-Jan:Quiddity M&amp;A : A Guide To Mergers By Absorption




Car Inc (699 HK) 

7-Jan: Car Inc (699 HK):  Are We Missing Anything?
26-Jan: Car Inc (699 HK):  No, We Are Not Missing Anything




China Logistics Property Holdings (1589 HK) 

18-Jan: Bloomberg is reporting that Blackstone Group Inc., ESR Cayman Ltd., and JD Logistics Inc. are among bidders for control of China Logistics Property Holdings (1589 HK). Meituan (3690 HK) is also reportedly in the mix.




Cowell E Holdings (1415 HK) 

1-Jan: Cowell E Holdings (1415 HK) delays the dispatch of the Composite Doc to the 22 January. 
15-Jan: Doc issued. Fist close is the 5 Feb




Huifu Payment Limited (1806 HK) 

27-Jan: Huifu Payment (1806 HK): Scheme Doc Out. IFA Says Fair




I.T Ltd (999 HK) 

20-Jan: Pre-cons satisfied. 




Shanghai Prime Machinery H (2345 HK) 

11-Jan: Shanghai Prime Machinery H (2345 HK) shareholders approved the merger. 12 Jan was the last day of trading. 




SHK Hong Kong Industries (666 HK) 

No January update




Tonly Electronics Holdings (1249 HK) 

29-Jan: Tonly Electronics (1249 HK): Scheme Doc Out. IFA Says Fair




China Zhongdi Dairy (1492 HK) 

18-Jan:  Zhongdi Dairy (1492 HK): Doc Out. Compulsory Acquisition Afforded










India


Comments (with links to insights)




Allcargo Logistics (AGLL IN) 

No January update




INEOS Styrolution India Limited (INEOS IN) 

No January update




Vedanta Ltd (VEDL IN) 

11-Jan: Vedanta (VEDL IN) Promoter To Launch an Open Offer To Buy More










Japan


Comments (with links to insights)




Cocokara Fine (3098 JP) 
No January update



Honshu Chemical Industry (4115 JP) 

No January update




Japan Asia (3751 JP) 

11-Dec: City Index Eleventh is now 14.91% of the register at Japan Asia (3751 JP).
18-Jan: Murakami Fund's Tender for JAG (3751):  May Be Rangebound Near-Term
26-Jan: Japan Asia Group (3751): Murakami Wins the Mother Of All Bumps +100% 




Joban Kaihatsu (1782 JP) 

4-Jan: Black Clover today reported they owned 12.29% of Joban Kaihatsu (1782 JP) 
23-Jan: Joban Kaihatsu MBO Price Bumped, Tender Extended: Still Not Rolling In Clover




Keihanshin Building (8818 JP) 

13-Jan Tender offer fails. Funny that. 




Kenedix Inc (4321 JP) 

9-Jan: Kenedix Inc (4321 JP) reported  that SMFL MIrai Partners had completed the Tender Offer for Kenedix shares and ended up with 62.35%
12-Jan: FTSE announced today that it would reduce the weight of Kenedix Inc (4321 JP) in its index from 97.7309% to 34.90958490918% while keeping the share count unchanged at 218,917,200 shares. The change takes place at the close of business on the 14th of January




Medical &amp; Biological Laboratories (4557 JP) 

Delisted 13 January




Pressance Corp (3254 JP) 

17-Jan: Pressance Partial Tender - Almost EVERYONE Tendered




Softbrain (4779 JP) 

Delisted on Jan 19




Tokyo Dome Corp (9681 JP) 

19-Jan: Mitsui Fudosan (8801 JP) announced the results of its Tender Offer for Tokyo Dome Corp (9681 JP). That will trigger an EGM and a resulting squeezeout.  It will also trigger a FTSE and MSCI downweight.




Toa Oil Co Ltd (5008 JP) 

13-Jan: Toa Oil (5008) Tender Offer Update - Looks Bumpity
14-Jan: Cornwall Capital announced it had increased its position in Toa Oil Co Ltd (5008 JP) from 20.86% (as of the last report) to 21.89% (as of the 6th of January). 
28-Jan: Cornwall Capital announced it had increased its position to 22.98%










Malaysia


Comments (with links to insights)




Batu Kawan Bhd (BAK MK) 

No January update




FGV Holdings Bhd (FGV MK) 

26-Jan: FGV (FGB MK): IFA Says Offer Not Fair








New Zealand


Comments (with links to insights and announcements)




Infratil Ltd (IFT NZ) 

28-Jan: Announced a strategic review of 51%-held Trustpower Ltd (TPW NZ) 








Philippines


Comments (with links to insights and announcements)




Lopez Holdings (LPZ PM) 

21-Jan: Tender Offer report despatched. Closing date is the 19 Feb,










Singapore


Comments 




Hi P International (HIP SP) 

No January update




Soilbuild Business Space REIT (SBREIT SP) 

24-Jan: First court hearing to be held on the 8 Feb.








Taiwan


Comments (with links to insights)




Jih Sun Financial (5820 TT) 

6-Jan: Fubon Financial Offer for Jih Sun Gets Even Weirder
7-Jan: Taiwanese news agency CNA has said that the FSC is investigating whether or not Capital Target Limited and its Responsible Officer Derek MD Chen (who I had believed to be the Responsible Person) is indeed the controller of Capital Target Limited.




Thinflex Corp (3144 TT) 

Tender Offer was completed, 100% pro-ration. (Japanese)













Europe/UK


Comments (with links to announcements and insights)




Altice NV A (ATC NA) 


22-Jan: Offer declared unconditional




Calisen PLC (1779730D LN) 


18-Jan: Sche doc issued




Entra ASA (ENTRA NO) 

No January update




KAZ Minerals (KAZ LN) 

25-Jan:  KAZ Minerals




Siltronic AG (WAF GR) 

25-Jan: GlobalWafers Ups Offer for Siltronic




Recipharm AB (RECIB SS) 
28-Jan: Roar bumps Offer



RSA Insurance (RSA LN) 
No January update



Tele Columbus AG (TC1 GR) 
No January update



Veolia Environnement SA (VIE FP) 
11-Jan: Veolia Steps up Pressure on Suez






Last Week in Event SPACE: OFAC's Longer List, TOPIX Free Float, PCCW, Jardines, Toa, Guoco, Sansan

Just over four weeks ago on 8 December 2020, <a href="https://www.smartkarma.com/entities/vedanta-resources-limited" target="_blank" data-smartkarma-citation="entities:22202:1" rel="noopener">Vedanta Resources (VED LN)</a> promoter Anil Agarwal was on <a href="https://www.moneycontrol.com/news/business/india-will-grow-phenomenally-well-hereon-says-vedantas-anil-agarwal-6208991.html" target="_blank" rel="noopener">CNBC-TV18 in India saying</a> that the promoter (Vedanta Resources, himself, the associated companies) had no plans at all to increase their stake in VEDL and no plans to make an open offer. He said the same in an <a href="https://www.timesnownews.com/business-economy/companies/article/no-plans-to-increase-stake-in-vedanta-currently-anil-agarwal/693270" target="_blank" rel="noopener">interview</a> with ETNow on 10-11 December. <section class="figure"><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/181/867/original/Screenshot+2021-01-11+at+11.32.36+AM.png?1610336005" class="editor-image img-responsive" data-smartkarma-image-id="181867"></figure></section>Eight trading days later, they launched an off-market purchase to buy 4.98% of shares outstanding - the effective limit in any given fiscal year - to buy shares at a price between INR 150.45-160.00. This was discussed in <a href="https://www.smartkarma.com/insights/vedanta-promoter-launches-offer-to-buy-4-98" target="_blank" data-smartkarma-citation="insights:46600" rel="noopener">Vedanta Promoter Launches Offer to Buy 4.98%</a>. Early reports were they got less than 5%, and had to pay the top price to get that bit, but the 13D filed on 24 December suggests they got to 2,048,458,132 shares which is 55.1% which was what they were looking to do.
Then the shares went up some more. They immediately went above INR 160, then went higher. 
<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/181/879/original/Screenshot+2021-01-11+at+1.57.17+PM.png?1610345200" class="editor-image img-responsive" data-smartkarma-image-id="181879"></figure></section></section>Less than a week after making that purchase, local media (Economic Times and others) were mentioning the possibility (from "sources") that Vedanta Resources might come back with an Open Offer for another 10%. Since the new year, the shares have popped further, likely in response to sharply higher commodity prices and a sharply higher share price for <a href="https://www.smartkarma.com/entities/hindustan-zinc-ltd" target="_blank" data-smartkarma-citation="entities:8688:1" rel="noopener">Hindustan Zinc (HZ IN)</a>, which rallied from Rs 240/share at year-end to above Rs 300/share in the first week of the year. <div class="content-highlight">
<h2>The NEW News</h2>
On 9 January 2021, <a href="https://www.smartkarma.com/entities/vedanta-resources-limited" target="_blank" data-smartkarma-citation="entities:22202:1" rel="noopener">Vedanta Resources (VED LN)</a> released an <a href="https://www.bseindia.com/xml-data/corpfiling/AttachLive/B5B266CE-05B4-4E0B-9498-F913F67903B3-191702.pdf" target="_blank" rel="noopener">announcement</a> that it would launch a Voluntary Open Offer to purchase an additional 371,750,500 shares (10% of shares out) of <a href="https://www.smartkarma.com/entities/vedanta-ltd" target="_blank" data-smartkarma-citation="entities:514:1" rel="noopener">Vedanta Ltd (VEDL IN)</a> at Rs. 160/share, spending about US$800mm to get there. 
</div>A Detailed Public Statement ("DPS") will be released on or about 15 January. This starts a two-month-plus process leading to a two-week Open Offer, likely to take place starting in the second half of March. More on what this means, how it could play out, etc, below the fold.

Just over four weeks ago on 8 December 2020, Vedanta Resources (VED LN) promoter Anil Agarwal was on CNBC-TV18 in India saying that the promoter (Vedanta Resources, himself, the associated companies) had no plans at all to increase their stake in VEDL and no plans to make an open offer. He said the same in an interview with ETNow on 10-11 December. Eight trading days later, they launched an off-market purchase to buy 4.98% of shares outstanding - the effective limit in any given fiscal year - to buy shares at a price between INR 150.45-160.00. This was discussed in Vedanta Promoter Launches Offer to Buy 4.98%. Early reports were they got less than 5%, and had to pay the top price to get that bit, but the 13D filed on 24 December suggests they got to 2,048,458,132 shares which is 55.1% which was what they were looking to do.
Then the shares went up some more. They immediately went above INR 160, then went higher. 
Less than a week after making that purchase, local media (Economic Times and others) were mentioning the possibility (from "sources") that Vedanta Resources might come back with an Open Offer for another 10%. Since the new year, the shares have popped further, likely in response to sharply higher commodity prices and a sharply higher share price for Hindustan Zinc (HZ IN), which rallied from Rs 240/share at year-end to above Rs 300/share in the first week of the year. 
The NEW News
On 9 January 2021, Vedanta Resources (VED LN) released an announcement that it would launch a Voluntary Open Offer to purchase an additional 371,750,500 shares (10% of shares out) of Vedanta Ltd (VEDL IN) at Rs. 160/share, spending about US$800mm to get there. 
A Detailed Public Statement ("DPS") will be released on or about 15 January. This starts a two-month-plus process leading to a two-week Open Offer, likely to take place starting in the second half of March. More on what this means, how it could play out, etc, below the fold. 

Vedanta (VEDL IN) Promoter To Launch an Open Offer To Buy More

India

Vedanta Limited mines, produces, and exports base metals. The Company mines and distributes metals such as zinc, iron ore, copper, silver, and aluminium, as well as operates power plants. Vedanta markets its products worldwide.

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Vedanta Ltd (VEDL IN)

Last Week in Event SPACE: JD.com, CNOOC, Coca Cola Amatil, Kunlun Energy, Honshu Chemical, Toa Oil

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

Vedanta Soars Beyond Indicative Open Offer Level. Not Expensive

VEDL is STILL cheap to peers relative, on a stub basis, on a fundamental basis using current or forward EV/consensus EBIT or EBITDA. We await the...

Travis Lundy

(Mostly) Asia M&A: January 2021 Roundup

The average premium for the new deals announced (or first discussed) in January was ~36%. This compared to the average premium in 2020 and 2019 of...

David Blennerhassett

Last Week in Event SPACE: OFAC's Longer List, TOPIX Free Float, PCCW, Jardines, Toa, Guoco, Sansan

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

Vedanta (VEDL IN) Promoter To Launch an Open Offer To Buy More

Vedanta Resources just bought 5% of VEDL at INR 160. They are now going for another 10% at INR 160/share. VEDL Investors are long a virtual put,...

Travis Lundy

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