European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<p>On <em>23 June</em>, Bloomberg reported that <a href="https://www.smartkarma.com/entities/europcar-mobility-group" target="_blank" data-smartkarma-citation="entities:21457:1" rel="noopener">Europcar Mobility Group (EUCAR FP)</a>  rejected an expression of interest for a potential takeover from a consortium led by <a href="https://www.smartkarma.com/entities/volkswagen-ag" target="_blank" data-smartkarma-citation="entities:21738:1" rel="noopener">Volkswagen (VOW GR)</a> earlier this month. The offer was pitched at €0.44/share, for an implied equity value of c. 2,203 mn and a 12% premium to the closing share price on 22 June.</p>
<p>Europcar rejected the offer on the grounds of failing to "reflect the company's full value and value creation potential". Europcar added that "further discussions may take place, which the company does not intend to comment, unless required by law".</p>
<p>On <em>24 June</em>, Volkswagen confirmed that it is considering acquiring a majority stake in Europcar, along with investors Attestor and Pon Holdings.</p>
<p>Akin to a vertical integration, VW seems interested in Europcar's infrastructure (convenient existing locations typically in city centres and airports), fleet management capabilities, and technology for mobility services solutions.</p>
<p>Not all of Europcar's woes are Covid 19-related. Increasing competition from the likes of Über, pay-per-use and car-sharing mean that the shares had already been drifting since July 2017. The situation worsened with the pandemic. As per S&amp;P MI, on 26 February, Europcar announced that it completed a <strong>debt restructuring</strong>. After a debt-for-equity swap, bondholders Anchorage Capital and Marathon AM became the top shareholders.</p>
<p><strong>Europcar financial situation is improving</strong>, driven by vaccination campaigns and the progressive easing of travel restrictions, compounded by the desire to spend in travel. Hire rates are increasing: there are now less cars available to hire, due to cuts in large fleets, while OEMS are reducing production due to lack of semiconductors, therefore replacements will not arrive soon enough to cover an increasing demand.</p>
<p>Car hire is akin to a retail business. Companies acquire large quantities of stock at a discount from OEMs to resell them after a period of time (either under repos with OEMs, sale &amp; leaseback, or to the general second hand market). Rentals represent an additional margin. Key success factors are the right capital structure and depreciation rates (final vs initial vale of the stock, which must be reduced as much as possible, plus there is a continuous struggle against obsolescence). Therefore, the best valuation method is DCF.</p>
<p><strong>From my calculations, fair value is €0.58/share</strong>, which implies a 19% upside. Terminal EV/EBITDA multiple is similar to that of Localiza.</p>
<p>Volkswagen has cash &amp; equivalents for an amount of €44.5 bn, vs. a market cap of Europcar of €2.4 bn. Volkswagen seems right in its strategy to pursue an easily digestible Europcar, but surely does not want to overpay. Recommendation is <strong>speculative buy</strong>.</p>

On 23 June, Bloomberg reported that Europcar Mobility Group (EUCAR FP)  rejected an expression of interest for a potential takeover from a consortium led by Volkswagen (VOW GR) earlier this month. The offer was pitched at €0.44/share, for an implied equity value of c. 2,203 mn and a 12% premium to the closing share price on 22 June.
Europcar rejected the offer on the grounds of failing to "reflect the company's full value and value creation potential". Europcar added that "further discussions may take place, which the company does not intend to comment, unless required by law".
On 24 June, Volkswagen confirmed that it is considering acquiring a majority stake in Europcar, along with investors Attestor and Pon Holdings.
Akin to a vertical integration, VW seems interested in Europcar's infrastructure (convenient existing locations typically in city centres and airports), fleet management capabilities, and technology for mobility services solutions.
Not all of Europcar's woes are Covid 19-related. Increasing competition from the likes of Über, pay-per-use and car-sharing mean that the shares had already been drifting since July 2017. The situation worsened with the pandemic. As per S&amp;P MI, on 26 February, Europcar announced that it completed a debt restructuring. After a debt-for-equity swap, bondholders Anchorage Capital and Marathon AM became the top shareholders.
Europcar financial situation is improving, driven by vaccination campaigns and the progressive easing of travel restrictions, compounded by the desire to spend in travel. Hire rates are increasing: there are now less cars available to hire, due to cuts in large fleets, while OEMS are reducing production due to lack of semiconductors, therefore replacements will not arrive soon enough to cover an increasing demand.
Car hire is akin to a retail business. Companies acquire large quantities of stock at a discount from OEMs to resell them after a period of time (either under repos with OEMs, sale &amp; leaseback, or to the general second hand market). Rentals represent an additional margin. Key success factors are the right capital structure and depreciation rates (final vs initial vale of the stock, which must be reduced as much as possible, plus there is a continuous struggle against obsolescence). Therefore, the best valuation method is DCF.
From my calculations, fair value is €0.58/share, which implies a 19% upside. Terminal EV/EBITDA multiple is similar to that of Localiza.
Volkswagen has cash &amp; equivalents for an amount of €44.5 bn, vs. a market cap of Europcar of €2.4 bn. Volkswagen seems right in its strategy to pursue an easily digestible Europcar, but surely does not want to overpay. Recommendation is speculative buy.

<div>
<div>
<h3>Trends</h3>
</div>
</div>
<div>
<p>Discounts have generally widened across the European space.</p>
</div>
<div>
<div>
<h3>Interesting situations and trades</h3>
</div>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p><a href="https://www.smartkarma.com/entities/carlsberg-a-s" target="_blank" data-smartkarma-citation="entities:22320:1" rel="noopener">Carlsberg A/S (CARLB DC)</a> B shares (with 1/10th of the voting rights of the A shares) are trading at a whopping 19.3% discount (down from 28.4%  on 19 April) vs. the A shares), some demand for illiquid A shares seems to be the explanation. Maintain LONG B shares/short A shares on, if you can get hold of any A shares.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/bayerische-motoren-werke-ag" target="_blank" data-smartkarma-citation="entities:21591:1" rel="noopener">Bayerische Motoren Werke AG (BMW GR)</a> exhibited a trend towards a reduction of the discount of preferred shares, until March 2020. The <strong>discount</strong> remains <strong>around the 15% level</strong> (vs. 22.1% by mid-April). The discount is approaching pre-Covid levels. <strong>Maintain long BMW prefs, short common shares</strong> on, with a target of a 12% discount.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/fuchs-petrolub-se" target="_blank" data-smartkarma-citation="entities:21624:1" rel="noopener">Fuchs Petrolub SE (FPE GR)</a>'s preference shares premium seems to vary within a range, which is probably liquidity related. It is <strong>22.6%</strong> (down from 29.4% by mid-February and 34.4% in my October report). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote. They have never stated they would consolidate and pride to be #1 among the independent suppliers of lubricants.</p>
<p>Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. Maintain the trade <strong>long common/short prefs on, with a 10% target</strong>.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/henkel-ag-co-kgaa" target="_blank" data-smartkarma-citation="entities:21646:1" rel="noopener">Henkel AG &amp; Co KGaA (HEN3 GR)</a> shows a long-term trend towards a reduction of the premium of the preferred shares. The <strong>premium</strong> has recently tightened and is now <strong>15.7%</strong> (vs. 16.1% by mid-May).. Maintain the trade <strong>short prefs/long common shares</strong> with a 10% premium target.</p>
</li>
<li>
<p>Voting rights are valuable in a company like <a href="https://www.smartkarma.com/entities/volkswagen-ag" target="_blank" data-smartkarma-citation="entities:21738:1" rel="noopener">Volkswagen (VOW GR)</a>. Prefs <strong>discount has widened to 25.5%</strong> (vs. 20.5% by mid-May, 16.6% by mid-April and 31.8% on 18 March, highest levels since November 2009). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, the ordinary shares are also liquid. The shareholder structure of Volkswagen is stable, and there seems to be no reason why the discount of the prefs should widen. Volkswagen was considering a separate listing of its Porsche sports car brand in a deal that could boost its valuation, according to Bloomberg, but the company seems to have put those plans on ice. <a href="https://www.smartkarma.com/entities/traton-se" target="_blank" data-smartkarma-citation="entities:28140:1" rel="noopener">Traton SE (8TRA GR)</a>, a subsidiary majority owned by Volkswagen, is squeezing out the minorities (both ordinary and preferred shares) in <a href="https://www.smartkarma.com/entities/man-se" target="_blank" data-smartkarma-citation="entities:21670:1" rel="noopener">MAN SE (MAN GR).</a> Recommendation is <strong>long prefs/short ords</strong>, with advantage that it can be executed in size and the necessary health warning attached to any trading with Volkswagen share classes, as one can never be completely sure of the Porsche/Piech families' plans. Close soon enough as the discount tightens 200-250 bps.</p>
</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/entities/danieli-c-officine-meccaniche" target="_blank" data-smartkarma-citation="entities:21177:1" rel="noopener">Danieli &amp; C. Officine Meccaniche (DAN IM)</a>:  the mandatory conversion and extraordinary dividend were approved on the shareholders meetings on 28 October. The conversion date is yet to be announced but expected soon (I am aware I have been repeating this since November, but there has no been any further update from Danieli).. Since announcement, the <strong>adjusted spread</strong> has ranged between -5.48% and 7.69%. It is currently <strong>-0.99%</strong>. <strong>Long Danieli ords/short Danieli savings shares, if and when the discount widens</strong>.</li>
<li>
<a href="https://www.smartkarma.com/entities/telecom-italia-sp-a" target="_blank" data-smartkarma-citation="entities:21075:1" rel="noopener">Telecom Italia Sp A (TIT IM)</a> <strong>savings</strong> shares are trading at a <strong>10.2% premium to ordinary shares</strong> (vs. a 7.9% premium by mid-May). The market may think of a conversion of savings into ords à la Buzzi Unicem or Danieli, which makes financial sense as it would save the savings' dividend advantage. That would dilute the voting power of Vivendi (23.943% of the votes). <strong>Short savings/long ords</strong>.</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p><a href="https://www.smartkarma.com/entities/grifols-sa" target="_blank" data-smartkarma-citation="entities:21274:1" rel="noopener">Grifols SA (GRF SM)</a><strong>B shares are trading at a 35.1% discount</strong> (vs. 36.1% by mid-April and 39.7% by mid-February), there is a trend towards the tightening of this discount since March 2020 lows, albeit it is taking some time. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Also, the Spanish government plans to introduce double voting rights for "loyal" shareholders (those who have kept the shares for at least two years). Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade long B shares (traded on Nasdaq), short A shares (traded in Madrid). The target is a 27% discount. Please note there is FX risk, which can be hedged.</p>
</li>
<li>
<p>The current <strong>discount</strong> in <a href="https://www.smartkarma.com/entities/atlas-copco-ab" target="_blank" data-smartkarma-citation="entities:22282:1" rel="noopener">Atlas Copco AB (ATCOA SS)</a> <strong>B shares</strong> vs. A shares is <strong>14.5%</strong> (similar to May and wider than the 13.8% by mid-April) and seems to be on a widening trend.</p>
</li>
<li>
<p>On 10 May, Industrivärden divested its entire holding in <a href="https://www.smartkarma.com/entities/ssab-ab" target="_blank" data-smartkarma-citation="entities:22492:1" rel="noopener">SSAB AB (SSABA SS)</a> . Top shareholder is now LKAB (Luossavaara-Kiirunavaara Aktiebolag), a government owned Swedish mining company. LKAB is now consolidating its influence in SSAB "in order to take responsibility and ensure that the company continues to have a clear industrial ownership influence at a time when the steel industry is facing major change". On 7 June, LKAB communicated its increased holding in SSAB (16.0% of the votes and 10.5% of the capital). The <strong>discount has widened to 12.4%</strong> (vs. 6.6% by mid-April), due to share purchases from LKAB. It should narrow when LKAB finishes its stake building.</p>
</li>
</ul>
<ul style="list-style-type: disc;">
<li>
<p>The discount in <a href="https://www.smartkarma.com/entities/volvo-ab" target="_blank" data-smartkarma-citation="entities:22521:1" rel="noopener">Volvo AB (VOLVB SS)</a> B shares has widened and is now trading at a <strong>3.0% discount</strong> to A shares (vs. 0.8% discount by mid-February). It is the highest level since January 2016.</p>
</li>
<li>
<p>The discount of non-voting <a href="https://www.smartkarma.com/entities/roche-holding-ag-77bd09c9-b0c2-45ea-98f1-6a7ca01dc9c5" target="_blank" data-smartkarma-citation="entities:27906:1" rel="noopener">Roche Holding AG (ROG SW)</a> shares has <strong>widened to 6.6%</strong> (it recently reached 8%), a level unreached since November 2011. The Hoffman family and related holds 45% of the voting rights (shareholder pooling agreement) whilst Novartis holds 33.3% of the voting rights.</p>
</li>
<li>
<p>The <strong>discount</strong> in <a href="https://www.smartkarma.com/entities/schroders-plc" target="_blank" data-smartkarma-citation="entities:22134:1" rel="noopener">Schroders PLC (SDR LN)</a> is <strong>25.7%,</strong> around the same level as in May (vs. 27.4% by mid-April 30.6% by mid-March and 34.1% by mid-February). I would maintain long non-voting/short voting shares on.</p>
</li>
</ul>
</div>
<div>
<p>Please read on for table and charts.</p>
</div>



Trends



Discounts have generally widened across the European space.



Interesting situations and trades





Carlsberg A/S (CARLB DC) B shares (with 1/10th of the voting rights of the A shares) are trading at a whopping 19.3% discount (down from 28.4%  on 19 April) vs. the A shares), some demand for illiquid A shares seems to be the explanation. Maintain LONG B shares/short A shares on, if you can get hold of any A shares.


Bayerische Motoren Werke AG (BMW GR) exhibited a trend towards a reduction of the discount of preferred shares, until March 2020. The discount remains around the 15% level (vs. 22.1% by mid-April). The discount is approaching pre-Covid levels. Maintain long BMW prefs, short common shares on, with a target of a 12% discount.


Fuchs Petrolub SE (FPE GR)'s preference shares premium seems to vary within a range, which is probably liquidity related. It is 22.6% (down from 29.4% by mid-February and 34.4% in my October report). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote. They have never stated they would consolidate and pride to be #1 among the independent suppliers of lubricants.
Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. Maintain the trade long common/short prefs on, with a 10% target.


Henkel AG &amp; Co KGaA (HEN3 GR) shows a long-term trend towards a reduction of the premium of the preferred shares. The premium has recently tightened and is now 15.7% (vs. 16.1% by mid-May).. Maintain the trade short prefs/long common shares with a 10% premium target.


Voting rights are valuable in a company like Volkswagen (VOW GR). Prefs discount has widened to 25.5% (vs. 20.5% by mid-May, 16.6% by mid-April and 31.8% on 18 March, highest levels since November 2009). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, the ordinary shares are also liquid. The shareholder structure of Volkswagen is stable, and there seems to be no reason why the discount of the prefs should widen. Volkswagen was considering a separate listing of its Porsche sports car brand in a deal that could boost its valuation, according to Bloomberg, but the company seems to have put those plans on ice. Traton SE (8TRA GR), a subsidiary majority owned by Volkswagen, is squeezing out the minorities (both ordinary and preferred shares) in MAN SE (MAN GR). Recommendation is long prefs/short ords, with advantage that it can be executed in size and the necessary health warning attached to any trading with Volkswagen share classes, as one can never be completely sure of the Porsche/Piech families' plans. Close soon enough as the discount tightens 200-250 bps.






Danieli &amp; C. Officine Meccaniche (DAN IM):  the mandatory conversion and extraordinary dividend were approved on the shareholders meetings on 28 October. The conversion date is yet to be announced but expected soon (I am aware I have been repeating this since November, but there has no been any further update from Danieli).. Since announcement, the adjusted spread has ranged between -5.48% and 7.69%. It is currently -0.99%. Long Danieli ords/short Danieli savings shares, if and when the discount widens.

Telecom Italia Sp A (TIT IM) savings shares are trading at a 10.2% premium to ordinary shares (vs. a 7.9% premium by mid-May). The market may think of a conversion of savings into ords à la Buzzi Unicem or Danieli, which makes financial sense as it would save the savings' dividend advantage. That would dilute the voting power of Vivendi (23.943% of the votes). Short savings/long ords.





Grifols SA (GRF SM)B shares are trading at a 35.1% discount (vs. 36.1% by mid-April and 39.7% by mid-February), there is a trend towards the tightening of this discount since March 2020 lows, albeit it is taking some time. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Also, the Spanish government plans to introduce double voting rights for "loyal" shareholders (those who have kept the shares for at least two years). Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade long B shares (traded on Nasdaq), short A shares (traded in Madrid). The target is a 27% discount. Please note there is FX risk, which can be hedged.


The current discount in Atlas Copco AB (ATCOA SS) B shares vs. A shares is 14.5% (similar to May and wider than the 13.8% by mid-April) and seems to be on a widening trend.


On 10 May, Industrivärden divested its entire holding in SSAB AB (SSABA SS) . Top shareholder is now LKAB (Luossavaara-Kiirunavaara Aktiebolag), a government owned Swedish mining company. LKAB is now consolidating its influence in SSAB "in order to take responsibility and ensure that the company continues to have a clear industrial ownership influence at a time when the steel industry is facing major change". On 7 June, LKAB communicated its increased holding in SSAB (16.0% of the votes and 10.5% of the capital). The discount has widened to 12.4% (vs. 6.6% by mid-April), due to share purchases from LKAB. It should narrow when LKAB finishes its stake building.




The discount in Volvo AB (VOLVB SS) B shares has widened and is now trading at a 3.0% discount to A shares (vs. 0.8% discount by mid-February). It is the highest level since January 2016.


The discount of non-voting Roche Holding AG (ROG SW) shares has widened to 6.6% (it recently reached 8%), a level unreached since November 2011. The Hoffman family and related holds 45% of the voting rights (shareholder pooling agreement) whilst Novartis holds 33.3% of the voting rights.


The discount in Schroders PLC (SDR LN) is 25.7%, around the same level as in May (vs. 27.4% by mid-April 30.6% by mid-March and 34.1% by mid-February). I would maintain long non-voting/short voting shares on.




Please read on for table and charts.


Liquid Universe of European Ordinary and Preferred Shares: June Report

Technical Analyst, Vermilion Research

Joe Jasper

Technical Analyst

Technical and Quantitative Research

Vermilion Research

Vermilion’s objective is to deliver timely, actionable, and unique technical research to professional investors through the application of our various technical indicators.

Our research strategists seek to highlight securities which we believe are at major inflection points, based on our various technical and quantitative indicators, and offer asymmetric risk/return profiles. Our unique research methodology, centered on relative strength, enables our strategists to deliver superior investment recommendations.

Our process begins by organizing the universe of actively traded stocks into discrete sectors, then into industry groups. We then apply our technical and quantitative tools to identify developing price trends. Once attractive trends are identified within a selected sector or group, we screen for individual stocks which we believe offer the best risk/reward profile. We provide a historical perspective that often reveals, through our long-term charts, how price patterns often repeat themselves over time.

Technical Analysis

<p>In last week's <em>Compass</em> we highlighted what we view as compelling signals that risk appetites are improving, which is bullish for the broad market. The trend of improving risk appetites has only continued over the past week and we are moving toward an outright bullish outlook.</p>

In last week's Compass we highlighted what we view as compelling signals that risk appetites are improving, which is bullish for the broad market. The trend of improving risk appetites has only continued over the past week and we are moving toward an outright bullish outlook.

U.S. Equity Strategy: Small-Caps Re-Emerging As Leadership

<div>
<div>
<h3>Trends</h3>
</div>
</div>
<div>
<p>Mixed picture, although discounts have generally widened across the European space.</p>
</div>
<div>
<div>
<h3>Interesting situations and trades</h3>
</div>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p><a href="https://www.smartkarma.com/entities/carlsberg-a-s" target="_blank" data-smartkarma-citation="entities:22320:1" rel="noopener">Carlsberg A/S (CARLB DC)</a> B shares (with 1/10th of the voting rights of the A shares) are trading at a whopping 22.2% discount (25% by mid-April) vs. the A shares, demand for illiquid A shares seems to be the explanation. Maintain LONG B shares/short A shares on, if you can get hold of any A shares.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/bayerische-motoren-werke-ag" target="_blank" data-smartkarma-citation="entities:21591:1" rel="noopener">Bayerische Motoren Werke AG (BMW GR)</a> exhibited a trend towards a reduction of the discount of preferred shares, until March 2020. The discount has suddenly tightened to 15.8% (vs. 22.1% by mid-April). The discount is approaching pre-Covid levels. Maintain long BMW prefs, short common shares on, with a target of a 12% discount.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/fuchs-petrolub-se" target="_blank" data-smartkarma-citation="entities:21624:1" rel="noopener">Fuchs Petrolub SE (FPE GR)</a>'s preference shares premium seems to vary within a range, which is probably liquidity related. It is 21.4% (vs. 19.6% by mid-March and down from 29.4% by mid-February and 34.4% in my October report). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote. They have never stated they would consolidate and pride to be the number 1 among the independent suppliers of lubricants.</p>
<p>Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. Maintain the trade long common/short prefs on, with a 10% target.</p>
</li>
<li>
<p><a href="https://www.smartkarma.com/entities/henkel-ag-co-kgaa" target="_blank" data-smartkarma-citation="entities:21646:1" rel="noopener">Henkel AG &amp; Co KGaA (HEN3 GR)</a> shows a long-term trend towards a reduction of the premium of the preferred shares. The premium has recently widened and is now 16.1% (vs. 14.9% by mid-April). Maintain the trade short prefs/long common shares with a 10% premium target.</p>
</li>
<li>
<p>Voting rights are valuable in a company like <a href="https://www.smartkarma.com/entities/volkswagen-ag" target="_blank" data-smartkarma-citation="entities:21738:1" rel="noopener">Volkswagen (VOW GR)</a>. Prefs discount had recently widened to erstwhile levels: 20.5% (vs. 16.6% by mid-April and 31.8% on 18 March, highest since November 2009). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, the ordinary shares are also liquid. The shareholder structure of Volkswagen is stable, and there seems to be no reason why the discount of the prefs should widen. Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. Volkswagen was considering a separate listing of its Porsche sports car brand in a deal that could boost its valuation, according to Bloomberg, but the company seems to have put those plans on ice. <a href="https://www.smartkarma.com/entities/traton-se" target="_blank" data-smartkarma-citation="entities:28140:1" rel="noopener">Traton SE (8TRA GR)</a>, a subsidiary majority owned by Volkswagen, is squeezing out the minorities (both ordinary and preferred shares) in <a href="https://www.smartkarma.com/entities/man-se" target="_blank" data-smartkarma-citation="entities:21670:1" rel="noopener">MAN SE (MAN GR).</a> Recommendation is<strong> long prefs/short ords</strong>, with the necessary health warning attached to any trading with Volkswagen share classes, as one can never be completely sure of the Porsche/Piech families' plans. Plus it can be executed in size.</p>
</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<a href="https://www.smartkarma.com/entities/danieli-c-officine-meccaniche" target="_blank" data-smartkarma-citation="entities:21177:1" rel="noopener">Danieli &amp; C. Officine Meccaniche (DAN IM)</a>:  the mandatory conversion and extraordinary dividend were approved on the shareholders meetings on 28 October. The conversion date is yet to be announced but expected soon. Since announcement, the adjusted spread has ranged between -5.48% and 7.69%. It is currently -2.22%. Long Danieli ords/short Danieli savings shares.</li>
<li>
<a href="https://www.smartkarma.com/entities/telecom-italia-sp-a" target="_blank" data-smartkarma-citation="entities:21075:1" rel="noopener">Telecom Italia Sp A (TIT IM)</a> savings shares are trading at a 7.9% premium to ordinary shares (vs. a  6% premium by mid-April). Challenging macro means that the financial privileges of the savings shares count. More importantly, the market may think of a conversion of savings into ords à la Buzzi Unicem or Danieli. Short savings/long ords.</li>
</ul>
</div>
<div>
<ul style="list-style-type: disc;">
<li>
<p><a href="https://www.smartkarma.com/entities/grifols-sa" target="_blank" data-smartkarma-citation="entities:21274:1" rel="noopener">Grifols SA (GRF SM)</a> B shares are trading at a 35.3% discount (vs. 36.1% by mid-April and 39.7% by mid-February), there is a trend towards the tightening of this discount since March 2020 lows. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Also, the Spanish government plans to introduce double voting rights for "loyal" shareholders (those who have kept the shares for at least two years). Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade long B shares (traded on Nasdaq), short A shares (traded in Madrid). The target is a 27% discount. Please note there is FX risk, which can be hedged.</p>
</li>
<li>
<p>The current discount in <a href="https://www.smartkarma.com/entities/atlas-copco-ab" target="_blank" data-smartkarma-citation="entities:22282:1" rel="noopener">Atlas Copco AB (ATCOA SS)</a> B shares vs. A shares is 14.5% (vs. 13.8% by mid-April) and seems to be on a widening trend.</p>
</li>
<li>
<p>On 10 May, Industrivärden divested its entire holding of 44,334,933 class A shares in <a href="https://www.smartkarma.com/entities/ssab-ab" target="_blank" data-smartkarma-citation="entities:22492:1" rel="noopener">SSAB AB (SSABA SS)</a>. The divested shares represent 4.3% of the capital and 11.8% of the votes in SSAB. Industrivärden has been a long-term owner with a significant shareholding in SSAB since 1994. The reversal on the discount from June 2018 has no obvious explanation. The discount has widened to 7.2% (vs. 6.6% by mid-April). I would short B shares and go long A shares, with a 10% target.</p>
</li>
<li>
<p>The discount in <a href="https://www.smartkarma.com/entities/volvo-ab" target="_blank" data-smartkarma-citation="entities:22521:1" rel="noopener">Volvo AB (VOLVB SS)</a> B shares has widened and is now trading at a 2.6% discount to A shares (vs. 0.8% discount by mid-February). It is the highest level since January 2016.</p>
</li>
<li>
<p>The discount of non-voting <a href="https://www.smartkarma.com/entities/roche-holding-ag-77bd09c9-b0c2-45ea-98f1-6a7ca01dc9c5" target="_blank" data-smartkarma-citation="entities:27906:1" rel="noopener">Roche Holding AG (ROG SW)</a> shares has widened to 6.9% (vs. 5.1% by mid-April and 3.9% by mid-March), a level unreached since November 2011. The Hoffman family and related holds 45% of the voting rights (shareholder pooling agreement) whilst Novartis holds 33.3% of the voting rights.</p>
</li>
<li>
<p>The discount in <a href="https://www.smartkarma.com/entities/schroders-plc" target="_blank" data-smartkarma-citation="entities:22134:1" rel="noopener">Schroders PLC (SDR LN)</a> has tightened to 25.4% (vs. 27.4% by mid-April 30.6% by mid-March and 34.1% by mid-February). I would maintain long non-voting/short voting shares on.</p>
</li>
</ul>
</div>
<div>
<p>Please read on for table and charts.</p>
</div>



Trends



Mixed picture, although discounts have generally widened across the European space.



Interesting situations and trades





Carlsberg A/S (CARLB DC) B shares (with 1/10th of the voting rights of the A shares) are trading at a whopping 22.2% discount (25% by mid-April) vs. the A shares, demand for illiquid A shares seems to be the explanation. Maintain LONG B shares/short A shares on, if you can get hold of any A shares.


Bayerische Motoren Werke AG (BMW GR) exhibited a trend towards a reduction of the discount of preferred shares, until March 2020. The discount has suddenly tightened to 15.8% (vs. 22.1% by mid-April). The discount is approaching pre-Covid levels. Maintain long BMW prefs, short common shares on, with a target of a 12% discount.


Fuchs Petrolub SE (FPE GR)'s preference shares premium seems to vary within a range, which is probably liquidity related. It is 21.4% (vs. 19.6% by mid-March and down from 29.4% by mid-February and 34.4% in my October report). With over 50% of the ordinary shares, the Fuchs family maintains the majority vote. They have never stated they would consolidate and pride to be the number 1 among the independent suppliers of lubricants.
Although there is no reason why the voting rights should be specially dear in Fuchs's case, voting rights are still valuable and neither the dividend advantage of the preferred shares nor their being members of several midcap indexes (Prime Standard/MDAX; STOXX Europe 600; DAXplus Familiy 30) justify the large premium, in my view. Maintain the trade long common/short prefs on, with a 10% target.


Henkel AG &amp; Co KGaA (HEN3 GR) shows a long-term trend towards a reduction of the premium of the preferred shares. The premium has recently widened and is now 16.1% (vs. 14.9% by mid-April). Maintain the trade short prefs/long common shares with a 10% premium target.


Voting rights are valuable in a company like Volkswagen (VOW GR). Prefs discount had recently widened to erstwhile levels: 20.5% (vs. 16.6% by mid-April and 31.8% on 18 March, highest since November 2009). Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. That said, the ordinary shares are also liquid. The shareholder structure of Volkswagen is stable, and there seems to be no reason why the discount of the prefs should widen. Preference shares have in the past traded at a premium due to its higher liquidity and inclusion in stock indexes. Volkswagen was considering a separate listing of its Porsche sports car brand in a deal that could boost its valuation, according to Bloomberg, but the company seems to have put those plans on ice. Traton SE (8TRA GR), a subsidiary majority owned by Volkswagen, is squeezing out the minorities (both ordinary and preferred shares) in MAN SE (MAN GR). Recommendation is long prefs/short ords, with the necessary health warning attached to any trading with Volkswagen share classes, as one can never be completely sure of the Porsche/Piech families' plans. Plus it can be executed in size.






Danieli &amp; C. Officine Meccaniche (DAN IM):  the mandatory conversion and extraordinary dividend were approved on the shareholders meetings on 28 October. The conversion date is yet to be announced but expected soon. Since announcement, the adjusted spread has ranged between -5.48% and 7.69%. It is currently -2.22%. Long Danieli ords/short Danieli savings shares.

Telecom Italia Sp A (TIT IM) savings shares are trading at a 7.9% premium to ordinary shares (vs. a  6% premium by mid-April). Challenging macro means that the financial privileges of the savings shares count. More importantly, the market may think of a conversion of savings into ords à la Buzzi Unicem or Danieli. Short savings/long ords.





Grifols SA (GRF SM) B shares are trading at a 35.3% discount (vs. 36.1% by mid-April and 39.7% by mid-February), there is a trend towards the tightening of this discount since March 2020 lows. The Covid-related antitakeover provisions issued by the Spanish Government mean that the voting rights are less valuable now. Also, the Spanish government plans to introduce double voting rights for "loyal" shareholders (those who have kept the shares for at least two years). Moreover, the by-laws contain a poison pill that should significantly reduce the discount in case of a takeover attempt. The discount in Grifols B shares has averaged 28% since listing of the B shares in February 2016. I recommend setting up the trade long B shares (traded on Nasdaq), short A shares (traded in Madrid). The target is a 27% discount. Please note there is FX risk, which can be hedged.


The current discount in Atlas Copco AB (ATCOA SS) B shares vs. A shares is 14.5% (vs. 13.8% by mid-April) and seems to be on a widening trend.


On 10 May, Industrivärden divested its entire holding of 44,334,933 class A shares in SSAB AB (SSABA SS). The divested shares represent 4.3% of the capital and 11.8% of the votes in SSAB. Industrivärden has been a long-term owner with a significant shareholding in SSAB since 1994. The reversal on the discount from June 2018 has no obvious explanation. The discount has widened to 7.2% (vs. 6.6% by mid-April). I would short B shares and go long A shares, with a 10% target.


The discount in Volvo AB (VOLVB SS) B shares has widened and is now trading at a 2.6% discount to A shares (vs. 0.8% discount by mid-February). It is the highest level since January 2016.


The discount of non-voting Roche Holding AG (ROG SW) shares has widened to 6.9% (vs. 5.1% by mid-April and 3.9% by mid-March), a level unreached since November 2011. The Hoffman family and related holds 45% of the voting rights (shareholder pooling agreement) whilst Novartis holds 33.3% of the voting rights.


The discount in Schroders PLC (SDR LN) has tightened to 25.4% (vs. 27.4% by mid-April 30.6% by mid-March and 34.1% by mid-February). I would maintain long non-voting/short voting shares on.




Please read on for table and charts.


Liquid Universe of European Ordinary and Preferred Shares: May Report

<p>On 8 May 2021, <a href="https://www.smartkarma.com/entities/traton-se" target="_blank" data-smartkarma-citation="entities:28140:1" rel="noopener">Traton SE (8TRA GR)</a> submitted a specified request to the Executive Board of <a href="https://www.smartkarma.com/entities/man-se" target="_blank" data-smartkarma-citation="entities:21670:1" rel="noopener">MAN SE (MAN GR)</a> to convene the AGM of MAN SE to resolve on the transfer of the shares held by its minority shareholders to Traton SE.</p>
<ul>
<li>
<p><strong>Traton SE currently holds 94.36 % of the share capital of MAN SE</strong>. <a href="https://www.smartkarma.com/entities/volkswagen-ag" target="_blank" data-smartkarma-citation="entities:21738:1" rel="noopener">Volkswagen (VOW GR)</a> has a c. 90% stake in Traton.</p>
</li>
<li>
<p>The proposed cash compensation is €70.68 (27% premium to the closing price on the last trading session prior to the news release) per both common and preference share and is addressed to c. 8.29 mn shares, for a total consideration of c. €586 mn.</p>
</li>
<li>The announcement follows record Q1 2021 results at Traton and strong performance at MAN SE (33% increase in incoming orders and 29% increase in unit sales, 17% increase in sales revenue and €71 mn in adjusted operating result, vs negative €78 in Q1 2020 at MAN SE). MAN SE plans to cut as much as a quarter of its workforce and potentially close three factories in a restructuring plan.</li>
</ul>
<p>The Executive Board and the Supervisory Board of MAN SE will propose to the Annual General Meeting (date TBA shortly) that a <strong>dividend of € 0.11</strong> per ordinary or preference share be distributed for the FY 2020 (source: MAN 2020 accounts and website).</p>
<p>The news clearly took the market by surprise. On 10 May, MAN SE common and preference shares closed at €71.6, a 29% increase vs. the prior closing price (VWAP was €71.72, with c. €27.4 mn traded, well above the three-month average).</p>
<p><strong>Gross spread is (1.15)%</strong>, including the €0.11 dividend. The market expects a sweetened squeeze-out compensation, which seems dangerous, or the resolution of a procedure. To be on the safe side, I would wait for the share price to go under €70.79 to set up any position.</p>
<ul>
<li>
<p>The amount of the proposed consideration should be reviewed by a court-appointed auditor.</p>
</li>
<li>By putting revenues on the median of comparables EV/2020a sales, the implied valuation of MAN SE could be €77.3/share. There are not any Capital IQ consensus estimates for FY2021 and beyond.</li>
<li>
<p>Dissenting shareholders may start legal action against the squeeze-out resolution, and delay the date in which it becomes effective by 5-6 months. <em>The basis to challenge the compensation could be stronger than expected results from MAN, and the procedure can take years although it will not delay the squeeze-out</em>. </p>
</li>
</ul>

On 8 May 2021, Traton SE (8TRA GR) submitted a specified request to the Executive Board of MAN SE (MAN GR) to convene the AGM of MAN SE to resolve on the transfer of the shares held by its minority shareholders to Traton SE.


Traton SE currently holds 94.36 % of the share capital of MAN SE. Volkswagen (VOW GR) has a c. 90% stake in Traton.


The proposed cash compensation is €70.68 (27% premium to the closing price on the last trading session prior to the news release) per both common and preference share and is addressed to c. 8.29 mn shares, for a total consideration of c. €586 mn.

The announcement follows record Q1 2021 results at Traton and strong performance at MAN SE (33% increase in incoming orders and 29% increase in unit sales, 17% increase in sales revenue and €71 mn in adjusted operating result, vs negative €78 in Q1 2020 at MAN SE). MAN SE plans to cut as much as a quarter of its workforce and potentially close three factories in a restructuring plan.

The Executive Board and the Supervisory Board of MAN SE will propose to the Annual General Meeting (date TBA shortly) that a dividend of € 0.11 per ordinary or preference share be distributed for the FY 2020 (source: MAN 2020 accounts and website).
The news clearly took the market by surprise. On 10 May, MAN SE common and preference shares closed at €71.6, a 29% increase vs. the prior closing price (VWAP was €71.72, with c. €27.4 mn traded, well above the three-month average).
Gross spread is (1.15)%, including the €0.11 dividend. The market expects a sweetened squeeze-out compensation, which seems dangerous, or the resolution of a procedure. To be on the safe side, I would wait for the share price to go under €70.79 to set up any position.


The amount of the proposed consideration should be reviewed by a court-appointed auditor.

By putting revenues on the median of comparables EV/2020a sales, the implied valuation of MAN SE could be €77.3/share. There are not any Capital IQ consensus estimates for FY2021 and beyond.

Dissenting shareholders may start legal action against the squeeze-out resolution, and delay the date in which it becomes effective by 5-6 months. The basis to challenge the compensation could be stronger than expected results from MAN, and the procedure can take years although it will not delay the squeeze-out. 



Germany

Volkswagen AG manufactures and sells vehicles. The Company offers economy and luxury automobiles, sports cars, trucks, and commercial vehicles. Volkswagen serves customers worldwide.

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Volkswagen (VOW GR)

Europcar Is Again on the Driving Seat

Volkswagen could easily digest Europcar, but does not want to overpay. Fair value is €0.58/share, a 19% upside. Recommendation is speculative buy.

Jesus Rodriguez Aguilar

Liquid Universe of European Ordinary and Preferred Shares: June Report

Discounts have generally widened across the European space. The report has a summary table and highlights both premiums and discounts as well as...

Jesus Rodriguez Aguilar

U.S. Equity Strategy: Small-Caps Re-Emerging As Leadership

We continue to see compelling signals that suggest risk appetites are improving, which is bullish for the broad market. As a result, we are moving...

Vermilion Research

Liquid Universe of European Ordinary and Preferred Shares: May Report

Discounts have generally widened. Interesting situations are: Carlsberg, BMW, Fuchs Petrolub, Henkel, VW, Danieli, Telecom Italia, Grifols, Atlas...

Jesus Rodriguez Aguilar

Traton SE/MAN SE: Minority Squeeze-Out

Gross spread is (1.15)%, including the €0.11 divi. The market could be expecting a sweetened squeeze-out compensation, or a challenge in courts to...

Jesus Rodriguez Aguilar

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