Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven


For the month of November, 21 new deals were discussed on Smartkarma with an overall announced deal size of ~US$75bn, helped in large part by LVMH's bid for Tiffany &amp; Co (TIF US).


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



Panoramic Resources (PAN AU) 
Mining
0.2
Off-market 
42%


Independence's Hostile Offer For Panoramic



Caltex Australia (CTX AU) 
Fuel retail
5.8
Scheme 
24%


Caltex's Proposed Retail IPO Triggers Revised Bid From Couche-Tard


Hong Kong



Springland International (1700 HK) 
Supermarkets
0.2
Scheme
63%


Springland And The Latest Retail Takeover



China Agri Industries Hldgs (606 HK) 
Grain processing
2.9
Scheme
34%


Going With The Grain As COFCO Bids For China Agri


Japan



Toshiba Plant Systems &amp; Services (1983 JP) 
Engineering
1.2
Tender Offer
27%


Toshiba Tender for Toshiba Plant (1983) - Lighter Than It Should Be.



Nuflare Technology (6256 JP) 
Semiconductors
0.6
Tender Offer
45%


Toshiba Tender for Nuflare Technology (6256) - Lightish to Too Light. 



Nishishiba Electric (6591 JP) 
Marine/offshore
0.1
Tender Offer
43%


Toshiba Tender for Nishishiba Electric (6591) - Also Cheap. 



Mitsubishi Tanabe Pharma (4508 JP) 
Pharmaceuticals
4.5
Tender Offer
50%


MitChem Deal for MitTanabePharma - Opportunistic But Likely Not To Cause Too Much Upset. 



Mystar Engineering (4695 JP) 
Engineering
0.1
Tender Offer
17%



SmallCap Mystar Engineering (4695) Tender Offer  - WRONG PRICE 



 LINE Corp (3938 JP) / Z Holdings (4689 JP)

Mobile messaging
3.2
Tender Offer
13%



Z and LINE, Sitting in a Tree... M.E.R.G.I.N... G...?. 
LINE and Z, Sitting in a Tree... M.E.R.G.I.N.G! And a Tender Offer!
The Z Holdings-LINE Merger Is Likely to Put Mobile Payments Businesses in Antitrust Territory. 



Singapore



Citic Envirotech (CEL SP) 
Water treatment
0.2
Exit Offer
62%


CITIC Envirotech's Privatisation Offer.



Isec Healthcare (ISEC SP) 
Heatlcare
0.2
MGO
11%


Circular Dispatched For Isec Healthcare's MGO. 


South Korea



Orange Life Insurance, Ltd. (079440 KS) 
Insurance
0.1
Merger
N/A


Shinhan &amp; Orange Life Merger Swap Summary. 



Haimarrow Food Service Co Ltd (220630 KS) 
F&amp;B
0.2
Buyout
26%


Korea M&amp;A Spotlight: A Buyout of Haimarrow Food Service



Hanwha Galleria Timeworld (027390 KS) 
Department stores
0.1
Tender Offer
17%



Tender Offer To Take Hanwha Galleria Timeworld Private.  
Hanwha Galleria TW Tender Offer: Schedule, Price &amp; Current Status. 



UK &amp; Europe







OSRAM Licht AG (OSR GR) 
Lighting solutions
4.3
Takeover Offer
42%


Second ams Deal for Osram - Concessions And "Elbow Calculus". 



Amerisur Resources (AMER LN) 
O&amp;G
0.3
Cash acquisition
59%


In A Light, Sweet Spot As Geopark Bids For Amerisur. 



Veloxis Pharmaceuticals (VELO DC) 
Pharmaceuticals
1.5
Tender Offer
-26%


Asahi Kasei’s Voluntary Conditional Tender Offer for Veloxis Pharmaceuticals: Unfairly Priced. 


North America




Aircastle Ltd (AYR US) 
Aircraft leasing
2.4
Agreement/merger
34%


Aircastle Takeover - Still Trading at a Premium But Good To Go At Terms. 



Tiffany &amp; Co (TIF US) 
Jewellery
14.5
Offer
37%



Louis Vuitton Offers to Acquire Tiffany: Luxury Valuation to Semi Luxury Brand. 
Tiffany (TIF US): Out of the Blue.




Hewlett Packard Co (HPQ US) 
Printers
33
Offer
13.5%


Xerox to Acquire HP Inc: Two Fading Stars to Unite





Source: Smartkarma Insights

The Offer for Osram is a reload from ams AG (AMS SW) and I've used the unaffected price from the previous offer to back out the premium.  

The Veloxis Pharmaceuticals (VELO DC) discount is somewhat misleading - Veloxis raised its annual guidance on 31st October 2019, and its share price rallied to DKK7.49/share from ~DKK4.00,  the highest price in the last ten years.   

The deal for Isec Healthcare (ISEC SP) was announced in August but only discussed on Smartkarma this month. 


The average premium for the new deals announced in November was 32%, while the average for the first eleven months of 2019 is ~32%.



Brief 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 June, I've included a link to that insight in italics.)






Australia


Comments (with links &amp; insights)




Australian Unity Office Fund (AOF AU) 

Where to start ... 1-Nov: Hume Partners bumped its stake to 9.55% on the 5 November, and as then to t11.4%  AOF Buckles As Hume Keeps Mum.  14-Nov: ASIC issues interim order.
Wanted: New Legal Team for AOF.  18-Nov. one of the two interdependent resolutions was voted down at a low-turnout vote. 19-Nov: ASIC has opted to withdraw its application.
ASIC's Panel Application Withdrawal Leaves Market Players Guessing. 




Aveo Group (AOG AU) 

31-Oct: FIRB approval received.  
7-Nov: AOG's securityholders have voted in favour of the Scheme. 
The implementation date is the 29 November.




Bellamy's Australia (BAL AU) 

14-Nov: Bellamy's Scheme gets FIRB approval.
27-Nov: Bellamy settles two shareholder class action proceedings for A$49.7mn.




CSG Ltd (CSV AU) 

22-Nov: AGM held. All resolutions carried except addtitional 10% placement.




Echo Resources (EAR AU) 

1-Nov: Northern Star Resources (NST AU)issues compulsory acquisition notice.
8-Nov: Shares suspended at the close of trading




Erm Power Ltd (EPW AU) 

8-Nov: ERM's shareholders overwhelmingly voted in favour of the Scheme. The Scheme is expected to be implemented on the 29 November.




Pacific Energy (PEA AU) 

18-Nov: Shares suspended at the close of trading




Qms Media (QMS AU) 

No Nov update




Webster Ltd (WBA AU) 

No Nov update












China


Comments




Shenzhen Kondarl Group (000048 CH) 
No Nov update.











Hong Kong


Comments (with links &amp; insights)




Avic International Holding-H (161 HK) 

23-Nov: AVIC are still finalising the data to go in the Composite Document. This Document is due out on or before the 15 January 2020.
27-Nov:  Two wholly-owned subsidiaries of CK Hutchison Holdings (1 HK) holding 9.04% of H shares out, intend to vote their shares in favour of relevant resolutions towards delisting AVIC.




Dah Chong Hong (1828 HK) 

8 Nov: Scheme Document delayed until the 3 Dec from the 10 Nov.




Huaneng Renewables Corp H (958 HK) 

21-Nov: Composite doc dispatched. Fair &amp; reasonable says IFA. Huaneng Renew's Composite Doc Despatched. 




Leyou Technologies (1089 HK) 

22-Nov: Leyou updates the market to say they have received a number of non-binding indicative bids. Additionally, Mr. Yuk will update the market in around 3  weeks whether to proceed or terminate with the share disposal. 




Maanshan Iron &amp; Steel H (323 HK) 

11-Nov: MGO closed with 596.39mn shares tendering, representing 11.64% of shares out or 41.727% of H shares.




Yixin Group Ltd (2858 HK) 

7-Nov: Monthly update. nothing substantial to add.









India


Comments




Adani Gas Ltd (ADGAS IN) 
28-Nov: The CCI has approved Total Group's 37.4% stake-buy, joint control of Adani Gas








Japan


Comments (with links &amp; insights)




Asunaro Aoki Construction (1865 JP) 

No Nov update




Cocokara Fine (3098 JP) 

No Nov update




Keihin Corp (7251 JP) 

3-Nov: The English language doc from Honda Motor (7267 JP) for Keihin is out. 




Nissin Kogyo (7230 JP) 

3-Nov: The English language doc from Honda Motor (7267 JP) for Keihin is out. 




Polatechno (4239 JP) 

No Nov update




Sanyo Chemical Ind (4471 JP) /  Nippon Shokubai (4114 JP) 

Sanyo Chem &amp; Nippon Shokubai - Fundamentals Still Favor SanyoChem. 




Showa Corp (7274 JP) 

3-Nov: The English language doc from Honda Motor (7267 JP) for Keihin is out. 




Sotsu Co Ltd (3711 JP) 

26-Nov: Results for the Bandai Namco Holdings (7832 JP) Tender Offer for Sotsu: 82.05%. That is enough to clean out minorities but not enough to do so without an EGM. I expect 17.95% (or say at least 10+%) will vote against setting up an appraisal rights process. Gundam Has Fallen! Long Live Gundam!




Unizo Holdings (3258 JP) 

6-Nov: The Nov 6 Blackstone deadline for Unizo to respond/negotiate has come and gone with no notice by Blackstone of the event or news on UNIZO’s IR website. UNIZO: Belaboring a Deceased Equine. 11-Nov: Fortress have extended the deadline for their deal from 11 Nov to 15 November. 15-Nov: Fortress has increased its Tender Offer Price for Unizo by ¥100 to ¥4100. This is a technical raise because it extends the deadline by 10 business days beyond the current deadline which was today. The new deadline is the 29th of November.  22-Nov: Blackstone has offered a press release well after the close today regarding the status of its intended Tender Offer for Unizo if UNIZO "consents" or possibly if it does not. UNIZO has apparently put forth a proposal and Blackstone has responded. UNIZO: It's Not You, It's Me... Really.
28-Nov: Blackstone says Unizo has not agreed to its $1.6 billion takeover offer (Reuters)











Philippines


Comments




Holcim Philippines (HLCM PM) 

No Nov update.











Singapore


Comments (with links &amp; insights)




Ascendas Hospitality (ASCHT SP) 
21-Oct: The Scheme Meeting, approving the deal. The timeline is now ticking to completion. 



Keppel Corp Ltd (KEP SP) 
No updates. Insight: Gauging Foreign Investment Review Risk for Temasek Takeover of Keppel.  The Dummies' Guide to Partial Offers/Tenders. 




United Engineers (UEM SP) 
12-Nov: Yanlord bumps: Yanlord Bumps Offer For United Engineers.  Read more:  15-Nov: Offer was declared unconditional in all respects on the 15 November  27-Nov: Circular dispatched: Yanlords' Unconditional Offer For United Engineer Gets IFA Backing. 











Thailand


Comments (with links)



Glow Energy Pcl (GLOW TB)
22-Nov: A short clarification notice from Glow Energy Pcl (GLOW TB)'s Tender Offer, which runs from the 25 September to the 28 November - as trading on the SET is T+2, the last day to purchase GLOW shares in order to accept the Offer from Global Power Synergy Company Ltd (GPSC TB) is the 26 November: 


Golden Land Prop Dvlp (GOLD TB)

20-Nov: Delisting proposals approved




SVI Pcl (SVI TB) 

4-Nov The tendering into the Offer was just 26.83%. Then shares popped, and remain elevated. 



Thanachart Capital (TCAP TB)

No Nov update.











UK


Comments (with links &amp; insights)



EI Group (EIG LN)
19-Nov: Reports a full-year loss after tax.



Entertainment One (ETO LN) 
21-Nov: The UK's Competition and Markets Authority has decided this morning that it will take on the case of Hasbro Inc (HAS US)'s bid for Entertainment. Invitation to comment lasts until December 5th. The inquiry Phase 1 should be completed by 21 January 2020.



Just Eat PLC (JE/ LN) 

25-Nov has offered its Response Circular to the Takeaway.com NV (TKWY NA) Offer.  They want a higher premium to where it was trading prior to the TKWY bid.
Just Eat (JE/ LN): From a Strategic Perspective Prosus Is the Best Buyer, It Should Pay More.
Just Eat Plc Situation Looks Headed To Auction. 




Scottish Salmon Co Plc (SSC NO) 
No Nov update



Sophos (SOPH LN) 
No Nov update










Europe


Comments (with links &amp; insights)




Altran Technologies Sa (ALT FP) 

15-Oct: Tender Offer docs issued. 16-Oct: Tender Offer is open.




OSRAM Licht AG (OSR GR) 

1-Oct: ams gets to 19.99%. Min acceptance not achieved. Ams Offer Does Not Win Osram. Back To Square 2 18-Oct: New ams deal for Osram.
New ams Deal for Osram In Store - It's Doable







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.

Veloxis Pharmaceuticals A/S, founded in 2002 as a spin-off from H. Lundbeck A/S, is a specialty pharmaceutical company focusing on improving the lives of transplant patients. The company’s mainstay drug is called Envarsus XR and it is already in the commercialisation stage.
On 25th November 2019, <a target="_blank">Asahi Kasei </a>a diversified chemical company in Japan, announced a tender offer to acquire 100% of the ordinary shares and warrants of Veloxis Pharmaceuticals. Asahi Kasei is offering to buy the public shareholding at DKK6.00 per share (paid in cash). 
The offer price for the two main shareholders (<a target="_blank">Lundbeckfond Invest A/S, Novo Holdings A/S</a>), the board of directors and management who collectively own 81.2% of the ordinary shares and warrants of Veloxis Pharmaceuticals is at a 26% discount (DKK4.45 per share paid in cash) to the public offer price. The above-mentioned shareholders, the board of directors and management are in support of the offer and the board of directors have unanimously recommended the minority shareholders to accept it.
The Offer Highlights
<ul>
<li>
<blockquote>The price of the Offer is DKK 6.00 in cash for each share in Veloxis (the ''Share Offer Price'') except for shares and warrants owned by the two majority shareholders and a group of directors who have accepted to tender their shares at DKK 4.45 in cash for each share in Veloxis (the ''Major Shareholders’ and Group of Directors’ Share Offer Price'')</blockquote>
</li>
<li>
<blockquote>Warrantholders will be offered a price corresponding to the Share Offer Price or the Major Shareholders’ and Group of Directors’ Share Offer Price, as applicable, with the deduction of the pre-fixed exercise price for each of the warrants</blockquote>
</li>
<li>
<blockquote>The two majority shareholders of Veloxis, Novo Holdings A/S and Lundbeckfond Invest A/S have together with the CEO of Veloxis, Mr. Craig Collard, the CFO of Veloxis, Ms. Ira Duarte, as well as the rest of the group's management team and the members of Veloxis' board of directors, irrevocably undertaken to accept the Offer at the Major Shareholders' and Group of Directors’ Share Offer Price, subject to certain customary conditions. Also, the Veloxis group's management team and the members of Veloxis' board of directors have irrevocably undertaken to accept the Offer in respect of their warrants in Veloxis, subject to customary conditions. The irrevocable undertakings represent jointly approximately 81.2 percent of the voting rights and share capital in Veloxis.</blockquote>
</li>
<li>
<blockquote>The Share Offer Price of DKK 6.00 for all shares held by shareholders other than the major shareholders and the members of the board of directors and the management of Veloxis represents:</blockquote>
</li>
<li>
<blockquote>a premium of 6% compared to the 30-trading day volume weighted average share price of DKK 5.68 for the period of October 14, 2019 to November 22, 2019</blockquote>
</li>
<li>
<blockquote>a premium of 14% compared to the 60-trading day volume weighted average share price of DKK 5.25 for the period of September 02, 2019 to November 22, 2019</blockquote>
</li>
<li>
<blockquote>a premium of 36% compared to the six-month volume weighted average share price of DKK 4.41 for the period of May 23, 2019 to November 22, 2019</blockquote>
</li>
<li>
<blockquote>a premium of 75% compared to the one-year volume weighted average share price of DKK 3.43 for the period of November 23, 2018 to November 22, 2019</blockquote>
</li>
<li>
<blockquote>The board of directors of Veloxis has unanimously decided that it will recommend that the shareholders of Veloxis accept the Offer</blockquote>
</li>
<li>
<blockquote>The Offer will be made subject to a number of customary conditions, as well as a requirement that the total number of tendered shares and warrants in the Offer will amount to more than eighty percent (80.0%) of the voting rights and share capital of Veloxis after conversion of the warrants to Veloxis shares, and that necessary approvals by relevant regulatory authorities are obtained.</blockquote>
</li>
<li>
<blockquote>The Offeror will, as soon as possible and no later than 4 weeks from today, publish an offer document with detailed information about the Offer</blockquote>
</li>
<li>
<blockquote>The offer period under the Offer is expected to be approximately four weeks, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Offer</blockquote>
</li>
<li>
<blockquote>The consideration will be paid in cash out of funds which the Offeror already holds or otherwise have available, ready for settlement</blockquote>
</li>
</ul>
Source: Company Disclosure

Veloxis Pharmaceuticals A/S, founded in 2002 as a spin-off from H. Lundbeck A/S, is a specialty pharmaceutical company focusing on improving the lives of transplant patients. The company’s mainstay drug is called Envarsus XR and it is already in the commercialisation stage.
On 25th November 2019, Asahi Kasei a diversified chemical company in Japan, announced a tender offer to acquire 100% of the ordinary shares and warrants of Veloxis Pharmaceuticals. Asahi Kasei is offering to buy the public shareholding at DKK6.00 per share (paid in cash). 
The offer price for the two main shareholders (Lundbeckfond Invest A/S, Novo Holdings A/S), the board of directors and management who collectively own 81.2% of the ordinary shares and warrants of Veloxis Pharmaceuticals is at a 26% discount (DKK4.45 per share paid in cash) to the public offer price. The above-mentioned shareholders, the board of directors and management are in support of the offer and the board of directors have unanimously recommended the minority shareholders to accept it.
The Offer Highlights


The price of the Offer is DKK 6.00 in cash for each share in Veloxis (the ''Share Offer Price'') except for shares and warrants owned by the two majority shareholders and a group of directors who have accepted to tender their shares at DKK 4.45 in cash for each share in Veloxis (the ''Major Shareholders’ and Group of Directors’ Share Offer Price'')


Warrantholders will be offered a price corresponding to the Share Offer Price or the Major Shareholders’ and Group of Directors’ Share Offer Price, as applicable, with the deduction of the pre-fixed exercise price for each of the warrants


The two majority shareholders of Veloxis, Novo Holdings A/S and Lundbeckfond Invest A/S have together with the CEO of Veloxis, Mr. Craig Collard, the CFO of Veloxis, Ms. Ira Duarte, as well as the rest of the group's management team and the members of Veloxis' board of directors, irrevocably undertaken to accept the Offer at the Major Shareholders' and Group of Directors’ Share Offer Price, subject to certain customary conditions. Also, the Veloxis group's management team and the members of Veloxis' board of directors have irrevocably undertaken to accept the Offer in respect of their warrants in Veloxis, subject to customary conditions. The irrevocable undertakings represent jointly approximately 81.2 percent of the voting rights and share capital in Veloxis.


The Share Offer Price of DKK 6.00 for all shares held by shareholders other than the major shareholders and the members of the board of directors and the management of Veloxis represents:


a premium of 6% compared to the 30-trading day volume weighted average share price of DKK 5.68 for the period of October 14, 2019 to November 22, 2019


a premium of 14% compared to the 60-trading day volume weighted average share price of DKK 5.25 for the period of September 02, 2019 to November 22, 2019


a premium of 36% compared to the six-month volume weighted average share price of DKK 4.41 for the period of May 23, 2019 to November 22, 2019


a premium of 75% compared to the one-year volume weighted average share price of DKK 3.43 for the period of November 23, 2018 to November 22, 2019


The board of directors of Veloxis has unanimously decided that it will recommend that the shareholders of Veloxis accept the Offer


The Offer will be made subject to a number of customary conditions, as well as a requirement that the total number of tendered shares and warrants in the Offer will amount to more than eighty percent (80.0%) of the voting rights and share capital of Veloxis after conversion of the warrants to Veloxis shares, and that necessary approvals by relevant regulatory authorities are obtained.


The Offeror will, as soon as possible and no later than 4 weeks from today, publish an offer document with detailed information about the Offer


The offer period under the Offer is expected to be approximately four weeks, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Offer


The consideration will be paid in cash out of funds which the Offeror already holds or otherwise have available, ready for settlement


Source: Company Disclosure 

Asahi Kasei’s Voluntary Conditional Tender Offer for Veloxis Pharmaceuticals: Unfairly Priced

Denmark

Veloxis Pharmaceuticals A/S is a specialty pharmaceutical company. The Company has numerous products in clinical stage and developed products, including a drug for immunosuppression, specifically organ transplantation, and products to combat certain cardiovascular diseases.

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Veloxis Pharmaceuticals (VELO DC)

(Mostly) Asia M&A: November 2019 Roundup

For the month of November, 21 new deals were discussed on Smartkarma with an overall announced deal size of ~US$75bn, helped in large part by...

David Blennerhassett

Asahi Kasei’s Voluntary Conditional Tender Offer for Veloxis Pharmaceuticals: Unfairly Priced

Veloxis Pharmaceuticals A/S, founded in 2002 as a spin-off from H. Lundbeck A/S, is a specialty pharmaceutical company focusing on improving the...

Oshadhi Kumarasiri

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