IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

Australian Pharmaceutical Industries / Event-Driven

<p><a href="https://www.smartkarma.com/entities/australian-pharmaceutical-industries-limited" target="_blank" data-smartkarma-citation="entities:19399:1" rel="noopener">Australian Pharmaceutical Industries (API AU)</a> is a vertically integrated wholesaler, franchise owner and retailer. API has received a revised non-binding indicative offer of A$1.55 per share from <a href="https://www.smartkarma.com/entities/wesfarmers-ltd" target="_blank" data-smartkarma-citation="entities:1104:1" rel="noopener">Wesfarmers Ltd (WES AU)</a>. The revised indicative offer of A$1.55 per share is a 35.4% premium to the unaffected price of A$1.145 (9 July).</p><p>The proposal also allows the payment of fully franked dividends of up to 5 cents per share, including any final dividend, declared for the financial year ended 31 August. The cash consideration of the offer will be reduced by the cash component of any dividends. The revised indicative offer is also a 12.3% bump to the original offer of A$1.38 per share received from Wesfarmers on 12 July, which was rejected by the Board on 29 July. </p><p>As announced in the first offer, Washington H. Soul Pattinson (WHSP), the largest shareholder who represents 19.3% of the outstanding shares, will vote in favour of Wesfarmers’ revised offer. WHSP has also granted a call option on its API shares in favour of Wesfarmers.  </p><p>The Board intends to unanimously recommend the revised offer subject to the entry into a binding scheme implementation deed following the completion of confirmatory due diligence that will conclude by 16 October. The revised offer is conditional on receiving regulatory approvals and clearance from the Australian Competition and Consumer Commission (ACCC). We think that the ACCC will not have issues with the transaction. </p><div class="content-highlight"><p>Wesfarmers aims to make API the foundation of its new Healthcare division, which will be used as the springboard to grow its presence in the health, wealth and beauty sectors. For API shareholders, we think that indicative revised offer is attractive compared to historical P/E multiples. The offer will prove attractive to shareholders who are looking for valuation certainty in an environment where API’s earnings continue to be impacted by COVID-19 related restrictions. At the last close price of A$1.48, the shares are trading at a 4.7% gross spread to the indicative revised offer.</p></div>

Australian Pharmaceutical Industries (API AU) is a vertically integrated wholesaler, franchise owner and retailer. API has received a revised non-binding indicative offer of A$1.55 per share from Wesfarmers Ltd (WES AU). The revised indicative offer of A$1.55 per share is a 35.4% premium to the unaffected price of A$1.145 (9 July).The proposal also allows the payment of fully franked dividends of up to 5 cents per share, including any final dividend, declared for the financial year ended 31 August. The cash consideration of the offer will be reduced by the cash component of any dividends. The revised indicative offer is also a 12.3% bump to the original offer of A$1.38 per share received from Wesfarmers on 12 July, which was rejected by the Board on 29 July. As announced in the first offer, Washington H. Soul Pattinson (WHSP), the largest shareholder who represents 19.3% of the outstanding shares, will vote in favour of Wesfarmers’ revised offer. WHSP has also granted a call option on its API shares in favour of Wesfarmers.  The Board intends to unanimously recommend the revised offer subject to the entry into a binding scheme implementation deed following the completion of confirmatory due diligence that will conclude by 16 October. The revised offer is conditional on receiving regulatory approvals and clearance from the Australian Competition and Consumer Commission (ACCC). We think that the ACCC will not have issues with the transaction. Wesfarmers aims to make API the foundation of its new Healthcare division, which will be used as the springboard to grow its presence in the health, wealth and beauty sectors. For API shareholders, we think that indicative revised offer is attractive compared to historical P/E multiples. The offer will prove attractive to shareholders who are looking for valuation certainty in an environment where API’s earnings continue to be impacted by COVID-19 related restrictions. At the last close price of A$1.48, the shares are trading at a 4.7% gross spread to the indicative revised offer.

Wesfarmers’ Revised Bid for API Gains Due Diligence Access

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<p>On 2 September at 7pm Australia time, the Marvelous Milton Merger Arb ratio was fixed, and just now it was <a href="https://www.asx.com.au/asxpdf/20210903/pdf/4504qbggnhgyc0.pdf" target="_blank" rel="noopener">announced</a>. </p><p>The ratio of <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> shares to <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> shares has been decided at 0.1863. Entitlements will be rounded up or down to the nearest share.</p><p>Those who have been following on my model would have the NAV at A$5.622 on 2 Sep at the close, or A$5.702/share including the A$0.08 of dividend which went ex- on August 31. That delivered me a number of 0.1864 but they started with A$5.70 rather than A$5.702.</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/227/647/original/Screenshot+2021-09-03+at+12.18.13+PM.png?1630642709" class="editor-image img-responsive" data-smartkarma-image-id="227647"></figure></section><p>As reported in the <a href="https://www.afr.com/street-talk/milton-corp-s-4b-takeover-finds-proxy-firm-support-20210901-p58ntx" target="_blank" rel="noopener">AFR</a>, both major proxy services came out in favor of the deal saying advantages outweighed disadvantages, and noting the IE's "fair value" range said pricing was appropriate; in a good quote from the article, "there were no stones thrown", which usually results in an approval at the Scheme Meeting.</p><p>The schedule reported in the filing is unchanged from the schedule in the Scheme Booklet.</p><div>
<p>Today's announcement means the merger trade is "fixed" rather than floating and now the remaining "risks" are...</p>
<ul>
<li>a small and eminently arb-able risk arb spread (which is 3.56% less comms and borrow fees as I type (excluding any franking credit benefit)</li>
<li>the risk of whether this gets voted through at the Scheme Meeting on the 13th, and</li>
<li>the index impacts</li>
</ul>
<p>There is, as always, more below the fold.</p>
</div><hr><div><table class="table table-striped">
<colgroup>
<col>
<col>
</colgroup>
<tbody>
<tr><td colspan="2" style="width: 539pt;"><h2>History of Insights on the Situation</h2></td></tr>
<tr>
<td><strong>Date</strong></td>
<td><strong>Title</strong></td>
</tr>
<tr>
<td>22 Jun 21</td>
<td><a href="https://www.smartkarma.com/insights/milton-merger-is-a-most-marvelous-arb" target="_blank" rel="noopener">Milton Merger Is A Most Marvelous Arb</a></td>
</tr>
<tr>
<td>24 Jun 21</td>
<td><a href="https://www.smartkarma.com/insights/milton-whsp-merger-index-implications-and-the-marvelous-arb" target="_blank" rel="noopener">Milton-WHSP Merger Index Implications and the Marvelous Arb</a></td>
</tr>
<tr>
<td>21 Jul 21</td>
<td><a href="https://www.smartkarma.com/insights/milton-s-marvelous-arm-meanders-along-marvelously" target="_blank" rel="noopener">Milton’s Marvelous Arb Meanders Along... Marvelously</a></td>
</tr>
<tr>
<td>5 Aug 21</td>
<td><a href="https://www.smartkarma.com/insights/the-still-marvelous-milton-arb-confirms-its-schedule-much-marvelousness-to-come" target="_blank" rel="noopener">The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come</a></td>
</tr>
<tr>
<td>12 Aug 21</td>
<td><a href="https://www.smartkarma.com/insights/the-magnality-of-the-marvelous-milton-merger-makes-a-moribund-march-to-metaphysis-it-s-mirific" target="_blank" rel="noopener">The Magnality of the Marvelous Milton Merger Makes a Moribund March To Metaphysis (It’s Mirific!)</a></td>
</tr>
<tr>
<td>25 Aug 21</td>
<td>
<a href="https://www.smartkarma.com/insights/marvelous-milton-making-its-move-new-30yr-highs-on-both-stocks" target="_blank" data-smartkarma-citation="insights:56651" rel="noopener">Marvelous Milton Making Its Move - New 30yr Highs On Both Stocks</a> </td>
</tr>
</tbody>
</table></div><div><p></p></div>

On 2 September at 7pm Australia time, the Marvelous Milton Merger Arb ratio was fixed, and just now it was announced. The ratio of Milton Corp Ltd (MLT AU) shares to Washington H. Soul Pattinson and Co. Ltd (SOL AU) shares has been decided at 0.1863. Entitlements will be rounded up or down to the nearest share.Those who have been following on my model would have the NAV at A$5.622 on 2 Sep at the close, or A$5.702/share including the A$0.08 of dividend which went ex- on August 31. That delivered me a number of 0.1864 but they started with A$5.70 rather than A$5.702.As reported in the AFR, both major proxy services came out in favor of the deal saying advantages outweighed disadvantages, and noting the IE's "fair value" range said pricing was appropriate; in a good quote from the article, "there were no stones thrown", which usually results in an approval at the Scheme Meeting.The schedule reported in the filing is unchanged from the schedule in the Scheme Booklet.
Today's announcement means the merger trade is "fixed" rather than floating and now the remaining "risks" are...

a small and eminently arb-able risk arb spread (which is 3.56% less comms and borrow fees as I type (excluding any franking credit benefit)
the risk of whether this gets voted through at the Scheme Meeting on the 13th, and
the index impacts

There is, as always, more below the fold.






History of Insights on the Situation

Date
Title


22 Jun 21
Milton Merger Is A Most Marvelous Arb


24 Jun 21
Milton-WHSP Merger Index Implications and the Marvelous Arb


21 Jul 21
Milton’s Marvelous Arb Meanders Along... Marvelously


5 Aug 21
The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come


12 Aug 21
The Magnality of the Marvelous Milton Merger Makes a Moribund March To Metaphysis (It’s Mirific!)


25 Aug 21

Marvelous Milton Making Its Move - New 30yr Highs On Both Stocks 




Marvelous Milton Merger Mapping Mabbled: Ratio Done, Now For The Hard Part

<p>The <strong>Marvelous Milton Merger</strong> which is the proposed joining of two of Australia's longest-lived Listed Investment Companies - <a href="https://www.smartkarma.com/entities/milton-corp-ltd" target="_blank" data-smartkarma-citation="entities:29090:1" rel="noopener">Milton Corp Ltd (MLT AU)</a> to be absorbed in a share swap by <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> ("WHSP") - is coming closer to its do-or-die date.</p><p>There is one week until the Reference Date which will decide the share swap ratio and there are 12 trading days until the Scheme Meeting. </p><p>I have not been shy in writing about this situation. </p><table class="table table-striped">
<colgroup>
<col>
<col>
</colgroup>
<tbody>
<tr><td colspan="2" style="text-align: left; width: 539pt;"><h2>History of Insights on the Situation</h2></td></tr>
<tr>
<td><strong>Date</strong></td>
<td><strong>Title</strong></td>
</tr>
<tr>
<td>22-Jun-21</td>
<td><a href="https://www.smartkarma.com/insights/milton-merger-is-a-most-marvelous-arb" target="_blank" rel="noopener">Milton Merger Is A Most Marvelous Arb</a></td>
</tr>
<tr>
<td>24-Jun-21</td>
<td><a href="https://www.smartkarma.com/insights/milton-whsp-merger-index-implications-and-the-marvelous-arb" target="_blank" rel="noopener">Milton-WHSP Merger Index Implications and the Marvelous Arb</a></td>
</tr>
<tr>
<td>21-Jul-21</td>
<td><a href="https://www.smartkarma.com/insights/milton-s-marvelous-arm-meanders-along-marvelously" target="_blank" rel="noopener">Milton’s Marvelous Arb Meanders Along... Marvelously</a></td>
</tr>
<tr>
<td>5-Aug-21</td>
<td><a href="https://www.smartkarma.com/insights/the-still-marvelous-milton-arb-confirms-its-schedule-much-marvelousness-to-come" target="_blank" rel="noopener">The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come</a></td>
</tr>
<tr>
<td>12-Aug-21</td>
<td><a href="https://www.smartkarma.com/insights/the-magnality-of-the-marvelous-milton-merger-makes-a-moribund-march-to-metaphysis-it-s-mirific" target="_blank" rel="noopener">The Magnality of the Marvelous Milton Merger Makes a Moribund March To Metaphysis (It’s Mirific!)</a></td>
</tr>
</tbody>
</table><p>As time has passed, and the situation has looked more and more attractive, my mafficking and multitarian mysteriosophy (and occasional mussitation) has led to longer titles with more and more Ms.</p><p>This time, I note that with both Milton and WHSP hitting new 30-year highs today, despite the merger arb spread remaining reasonably wide, there are signs that the situation has started "accruing value."</p><p>While I am far from being a martinet (I am indeed more a mobilist), my mathemancy suggests Milton is maturing. </p><p><em>More on how to Mind the Movement below the fold. </em></p>

The Marvelous Milton Merger which is the proposed joining of two of Australia's longest-lived Listed Investment Companies - Milton Corp Ltd (MLT AU) to be absorbed in a share swap by Washington H. Soul Pattinson and Co. Ltd (SOL AU) ("WHSP") - is coming closer to its do-or-die date.There is one week until the Reference Date which will decide the share swap ratio and there are 12 trading days until the Scheme Meeting. I have not been shy in writing about this situation. 





History of Insights on the Situation

Date
Title


22-Jun-21
Milton Merger Is A Most Marvelous Arb


24-Jun-21
Milton-WHSP Merger Index Implications and the Marvelous Arb


21-Jul-21
Milton’s Marvelous Arb Meanders Along... Marvelously


5-Aug-21
The STILL MARVELOUS Milton Arb Confirms Its Schedule - Much Marvelousness to Come


12-Aug-21
The Magnality of the Marvelous Milton Merger Makes a Moribund March To Metaphysis (It’s Mirific!)


As time has passed, and the situation has looked more and more attractive, my mafficking and multitarian mysteriosophy (and occasional mussitation) has led to longer titles with more and more Ms.This time, I note that with both Milton and WHSP hitting new 30-year highs today, despite the merger arb spread remaining reasonably wide, there are signs that the situation has started "accruing value."While I am far from being a martinet (I am indeed more a mobilist), my mathemancy suggests Milton is maturing. More on how to Mind the Movement below the fold. 

Marvelous Milton Making Its Move - New 30yr Highs On Both Stocks

David Blennerhassett

<p>After a downturn in the price of the battery commodities and a reduction in tonnes exported, mining consolidations are back in vogue as miners take big bets on electric vehicles, as demand and prices increase for battery minerals.</p>
<ul style="list-style-type: circle;">
<li>February last year, <a href="https://www.smartkarma.com/entities/wesfarmers-ltd" target="_blank" data-smartkarma-citation="entities:1104:1" rel="noopener">Wesfarmers Ltd (WES AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02342610-6A1020764?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">said</a> it would proceed with the development of a new lithium mine and processing hub in WA. The Mt Holland lithium project is a JV with <a href="https://www.smartkarma.com/entities/soc-quimica-y-minera-chile-b" target="_blank" data-smartkarma-citation="entities:24555:1" rel="noopener">Soc Quimica Y Minera Chile-B (SQM/B CI)</a>. Wesfarmers expects to lay out ~$950mn developing the mine, concentrator, and refinery (in Kwinana). A final investment decision was <a href="https://www.wesfarmers.com.au/util/news-media/article/2021/04/15/green-light-for-lithium-project" target="_blank" rel="noopener">announced</a> in February <em>this</em> year. </li>
<li>In <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02320079-6A1011583?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">December</a> last year, <a href="https://www.smartkarma.com/entities/igo-ltd" target="_blank" data-smartkarma-citation="entities:462:1" rel="noopener">IGO Ltd (IGO AU)</a> formed a JV with China’s <a href="https://www.smartkarma.com/entities/sichuan-tianqi-lithium-industries-inc" target="_blank" data-smartkarma-citation="entities:5698:1" rel="noopener">Tianqi Lithium Corporation  (002466 CH)</a>, paying $US1.4bn to acquire a 24.99% stake in the Greenbushes lithium mine in Western Australia. The mine produces ~2% of the world's spodumene concentrate from a hard rock lithium mine. The JV also includes a 49% stake in the downstream lithium hydroxide plant in Kwinana near Perth. The JV was formed after Tianqi faced an increasing debt obligation after the decline in lithium prices. Tianqi maintained a 26% stake in Greenbushes and a 51% stake in the hydroxide plant.
<ul style="list-style-type: circle;">
<li>This was a large bet, transforming IGO into a battery mineral and renewable energy play, away from its copper and gold heritage.  The deal was funded by debt and an A$766mn equity raise including a $446mn fully underwritten placement at $4.60, and a $320mn 1-for-8.5 pro-rata entitlement offer. The offer price represented a 9.7% discount to IGO’s last traded price.</li>
<li>The transaction was completed on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02390039-6A1038822?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">30 June</a>. Around two months earlier, IGO <a href="https://www.australianmining.com.au/news/igo-sells-tropicana-stake-for-903m/" target="_blank" rel="noopener">sold</a> its 30% stake in the Tropicana gold mine joint venture for A$903mn.</li>
<li>Separately, IGO withdrew its takeover offer to <a href="https://www.smartkarma.com/entities/panoramic-resources-ltd" target="_blank" data-smartkarma-citation="entities:15960:1" rel="noopener">Panoramic Resources (PAN AU)</a> in <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02190245-6A961368?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">January</a> last year, citing a breach of conditions.</li>
</ul>
</li>
<li>
<a href="https://www.smartkarma.com/entities/pilbara-minerals-ltd" target="_blank" data-smartkarma-citation="entities:7460:1" rel="noopener">Pilbara Minerals (PLS AU)</a> acquired <a href="https://www.smartkarma.com/entities/altura-mining-ltd" target="_blank" data-smartkarma-citation="entities:13385:1" rel="noopener">Altura Mining (AJM AU)</a> late last year after the latter entered receivership in November.</li>
<li>
<div>
<p>After circling each other for a couple of years, <a href="https://www.smartkarma.com/entities/galaxy-resources-ltd" target="_blank" data-smartkarma-citation="entities:13914:1" rel="noopener">Galaxy Resources (GXY AU)</a> and <a href="https://www.smartkarma.com/entities/orocobre-ltd" target="_blank" data-smartkarma-citation="entities:3572:1" rel="noopener">Orocobre Ltd (ORE AU)</a> entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02364542-2A1293132?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">binding agreement</a> on the 19 April 2021, under which the two companies will merge via a Galaxy Scheme, following which, Orocobre will hold 100% in Galaxy. The A$4bn combined entity will be the fifth-largest lithium producer - and third-largest outside of China - boasting a diversified product base via four producing assets. This deal was discussed in <em><a href="https://skr.ma/W2guR" target="_blank" rel="noopener">Orocobre/Galaxy Resources: On A Charge</a>.</em></p>
</div>
</li>
</ul>
<p>Nickel miner <a href="https://www.smartkarma.com/entities/western-areas-ltd" target="_blank" data-smartkarma-citation="entities:15497:1" rel="noopener">Western Areas (WSA AU)</a> has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02408950-6A1046238?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">confirmed</a> media reports it is in preliminary discussions with IGO in relation to a change of control proposal. </p>
<p>No price is mentioned, and due diligence has yet to be afforded.</p>
<p>More below the fold. </p>

After a downturn in the price of the battery commodities and a reduction in tonnes exported, mining consolidations are back in vogue as miners take big bets on electric vehicles, as demand and prices increase for battery minerals.

February last year, Wesfarmers Ltd (WES AU) said it would proceed with the development of a new lithium mine and processing hub in WA. The Mt Holland lithium project is a JV with Soc Quimica Y Minera Chile-B (SQM/B CI). Wesfarmers expects to lay out ~$950mn developing the mine, concentrator, and refinery (in Kwinana). A final investment decision was announced in February this year. 
In December last year, IGO Ltd (IGO AU) formed a JV with China’s Tianqi Lithium Corporation  (002466 CH), paying $US1.4bn to acquire a 24.99% stake in the Greenbushes lithium mine in Western Australia. The mine produces ~2% of the world's spodumene concentrate from a hard rock lithium mine. The JV also includes a 49% stake in the downstream lithium hydroxide plant in Kwinana near Perth. The JV was formed after Tianqi faced an increasing debt obligation after the decline in lithium prices. Tianqi maintained a 26% stake in Greenbushes and a 51% stake in the hydroxide plant.

This was a large bet, transforming IGO into a battery mineral and renewable energy play, away from its copper and gold heritage.  The deal was funded by debt and an A$766mn equity raise including a $446mn fully underwritten placement at $4.60, and a $320mn 1-for-8.5 pro-rata entitlement offer. The offer price represented a 9.7% discount to IGO’s last traded price.
The transaction was completed on the 30 June. Around two months earlier, IGO sold its 30% stake in the Tropicana gold mine joint venture for A$903mn.
Separately, IGO withdrew its takeover offer to Panoramic Resources (PAN AU) in January last year, citing a breach of conditions.



Pilbara Minerals (PLS AU) acquired Altura Mining (AJM AU) late last year after the latter entered receivership in November.


After circling each other for a couple of years, Galaxy Resources (GXY AU) and Orocobre Ltd (ORE AU) entered into a binding agreement on the 19 April 2021, under which the two companies will merge via a Galaxy Scheme, following which, Orocobre will hold 100% in Galaxy. The A$4bn combined entity will be the fifth-largest lithium producer - and third-largest outside of China - boasting a diversified product base via four producing assets. This deal was discussed in Orocobre/Galaxy Resources: On A Charge.



Nickel miner Western Areas (WSA AU) has now confirmed media reports it is in preliminary discussions with IGO in relation to a change of control proposal. 
No price is mentioned, and due diligence has yet to be afforded.
More below the fold. 

<div>
<div>
<p>Back on the 14 December 2018, wholesale and retail pharmacy health/beauty and lifestyle products operator <a href="https://www.smartkarma.com/entities/19399" target="_blank" data-smartkarma-citation="entities:19399:1" rel="noopener"><strong>Australian Pharmaceutical Industries (API AU)</strong></a> (API) <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2995-02059816-3A507826?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> that it had become a substantial shareholder in key competitor <a href="https://www.smartkarma.com/entities/15966" target="_blank" data-smartkarma-citation="entities:15966:1" rel="noopener">Sigma Healthcare Ltd (SIG AU)</a> by purchasing 137.26mm shares, or 12.95%.</p>
<p>On the same day, it was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2995-02059834-3A507836?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">made public</a> that API had made an indicative non-binding proposal to Sigma through a Scheme of Arrangement whereby Sigma shareholders would receive 0.31 shares of API and A$0.23 in cash for each share of Sigma held. The proposal was first tabled to the board back on 11 October 2018.</p>
<p><a href="https://www.smartkarma.com/profiles/travis-lundy" target="_blank" data-smartkarma-citation="accounts:25" rel="noopener">Travis Lundy</a> discussed the Offer in <em><a href="https://skr.ma/araq7" target="_blank" rel="noopener">API Tilts at Sigma Healthcare: Expect More</a></em> and <em><a href="https://skr.ma/szfi2" target="_blank" rel="noopener">Sigma Healthcare Market Update: Strategic Review Expects More</a>, </em>concluding the Offer was light. </p>
<p>Sigma thought so too and summarily <a href="https://www.asx.com.au/asxpdf/20190313/pdf/443fhtv2whrv40.pdf" target="_blank" rel="noopener">rejected</a> the Offer on the 13 March 2019 and terminated discussions. Sigma believed its future potential is on a standalone basis. Sigma also cited API's share price decline of &gt;15% since the 11 October announcement, implying a 12% decline in value for its shareholders; and also flagged the potential execution risk in regards to ACCC consent. $60mn in synergies from merging was, however, not disputed by Sigma.</p>
</div>
<p>API said it had <a href="https://www.asx.com.au/asxpdf/20190313/pdf/443ftrffbvj16w.pdf" target="_blank" rel="noopener">closed its data room </a>and was reviewing its shareholding in Sigma.</p>
<p>API subsequently sold its stake in Sigma on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02185851-3A531484?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">16 December 2019</a>. </p>
<h3>The New News</h3>
</div>
<p>API has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02394187-3A570533?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an indicative, non-binding Offer from <a href="https://www.smartkarma.com/entities/wesfarmers-ltd" target="_blank" data-smartkarma-citation="entities:1104:1" rel="noopener">Wesfarmers Ltd (WES AU)</a> by way of a Scheme at $1.38/share,  a 20.5% premium to last close.  </p>
<p>Separately, Wesfarmers has entered into an agreement with API's largest shareholder <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> (WHSP), such that WHSP will vote its 19.3% interest in favour of Wesfarmers' proposal, in the absence of a superior Offer.</p>
<div>
<p>This looks done, and is trading accordingly. </p>
</div>
<div>
<p>More below the fold.</p>
</div>



Back on the 14 December 2018, wholesale and retail pharmacy health/beauty and lifestyle products operator Australian Pharmaceutical Industries (API AU) (API) announced that it had become a substantial shareholder in key competitor Sigma Healthcare Ltd (SIG AU) by purchasing 137.26mm shares, or 12.95%.
On the same day, it was made public that API had made an indicative non-binding proposal to Sigma through a Scheme of Arrangement whereby Sigma shareholders would receive 0.31 shares of API and A$0.23 in cash for each share of Sigma held. The proposal was first tabled to the board back on 11 October 2018.
Travis Lundy discussed the Offer in API Tilts at Sigma Healthcare: Expect More and Sigma Healthcare Market Update: Strategic Review Expects More, concluding the Offer was light. 
Sigma thought so too and summarily rejected the Offer on the 13 March 2019 and terminated discussions. Sigma believed its future potential is on a standalone basis. Sigma also cited API's share price decline of &gt;15% since the 11 October announcement, implying a 12% decline in value for its shareholders; and also flagged the potential execution risk in regards to ACCC consent. $60mn in synergies from merging was, however, not disputed by Sigma.

API said it had closed its data room and was reviewing its shareholding in Sigma.
API subsequently sold its stake in Sigma on the 16 December 2019. 
The New News

API has now announced an indicative, non-binding Offer from Wesfarmers Ltd (WES AU) by way of a Scheme at $1.38/share,  a 20.5% premium to last close.  
Separately, Wesfarmers has entered into an agreement with API's largest shareholder Washington H. Soul Pattinson and Co. Ltd (SOL AU) (WHSP), such that WHSP will vote its 19.3% interest in favour of Wesfarmers' proposal, in the absence of a superior Offer.

This looks done, and is trading accordingly. 


More below the fold.


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

Australia

Wesfarmers Ltd. owns retail chains, operates mines, writes insurance, manufactures and distributes industrial products, manufactures fertilizers and chemicals, and distributes liquefied petroleum gas and medical and industrial gases.

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Wesfarmers Ltd (WES AU)

Wesfarmers’ Revised Bid for API Gains Due Diligence Access

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Marvelous Milton Making Its Move - New 30yr Highs On Both Stocks

Marvelous Milton and Superb SOL have just hit 30yr highs today. A magnality to be sure. 7 trading days left. Watch excess volume and the WHSP...

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

With SOL's backing, you realistically have a $1.38/share floor, with the possibility of another bidder emerging. You could position yourself around...

David Blennerhassett

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