Category

Australia

Brief Australia: Lynas: Between a Hard Place and Just Rock and more

By | Australia

In this briefing:

  1. Lynas: Between a Hard Place and Just Rock
  2. January Chip Revenues Down 15.6% Year-On-Year
  3. MYOB Setting Up As A Riskier Trade
  4. Aussie Equities Reporting Season Wrap: March 2019

1. Lynas: Between a Hard Place and Just Rock

Capture

Lynas Corp Ltd (LYC AU) has been in the news of late for all the wrong reasons.

The change in Malaysia’s government last May appears to have caught up with Lynas’ rare earth processing plant in Kuantan – or Lynas Advanced Materials Plant (LAMP) – a facility that has faced persistent environmental opposition since its initial proposal in 2006.

The LAMP’s licence stipulates that residue/waste should be recycled, and if that does not occur, then stored in a permanent disposal facility (PDF). Removing/Exporting the residue was the last resort. Lynas is still in the first phase of the licensing guidelines, having submitted a plan to build the PDF but Lynas has not received specific instructions where to build this facility. 

Events reached a head on the 4th December 2018 with two pre-conditions imposed by the Minister for Energy, Science, Technology, Environment and Climate to rolling over the processing licence by September this year:

  1. The export before September 2, 2019 of all WLP residue that is currently stored at the LAMP; and
  2. Submission of an action plan on the disposal of NUF residue.

By some accounts, there is 500k+ tonnes of WLP, conceivably requiring in excess of three years to export. This resulted in Ernst & Young concluding (page 15) in the interim results (released last week) there is a material uncertainty for Lynas to continue to operate on a going concern basis.

Irrespective of whether the licence was provided to Lynas without adequate due process (as has been speculated) or whether the LAMP is indeed an environmental concern; the fact remains the Malaysian government has reneged on the previously agreed-upon three-step licence process, and that is wrong.

This is a binary outcome: either Lynas re-negotiates on the residue management and LAMP’s ongoing operations; or Lynas ceases operation in Malaysia and its rare earth deposit is just a bunch of rocks – until an alternative processing facility is established.


A Brief Timeline of Events

Date

Data in the Date

1988
Ashton Mining discovers Mt Weld in Western Australia
1999
Lynas enters into an HoA with Ashton giving Lynas a 35% stake in Mt Weld
2001
Lynas takes full ownership of Mt Weld
Oct-06
Kemaman (Malaysia) selected for LAMP
Aug-07
LAMP site relocated to Kuantan (Malaysia) at the recommendation of Malaysia G
Nov-07
LAMP assigned “Pioneer Status
Feb-08
LAMP receives G approval
Sep-12
Temporary operating licence by Malaysia’s Atomic Energy Licensing Board (AELB)
Nov-12
First shipment to LAMP from Western Australia
Feb-13
First rare earth production
Sep-14
2-year Full Operating Stage Licence by AELB
Sept-16
3-year Full Operating Stage Licence by AELB
May-18
Pakatan Harapan wins Malaysian general election
Oct-18
Government review of LAMP (Review Committee)
4-Dec-18
Review Committee finds LAMP low risk and compliant with licence. But an increase in heavy metals.
4-Dec-18
MESTECC specifies new pre-conditions including exporting WLP residue before 2 Sept 2019
Source: Lynas

The Residues of LAMP

The LAMP produces two solid residues, the Neutralization Underflow Residue (NUF) and the Water Leached Purification Residue (WLP). 

  • The NUF is a magnesium-rich gypsum and is non-toxic, non-carcinogenic, non-ecotoxic, and non-radioactive.  NUF can be used to “condition poor agricultural soil, and to rejuvenate and rehabilitate unproductive and depleted land“.
  • The WLP residue is classified as a radioactive material and has the same radioactivity level as the feedstock material used in the LAMP process (about 6 Bq/g of Th). This material is classified as low-level radioactive material. The LAMP operation does not enhance or alter this natural radioactivity. 

The Terms of the Licence

WLP is managed under the terms of the Full Operating Stage Licence (FOSL), first granted in 2014. The terms of FOSL state that WLP residue should be recycled, and if that fails, then it should be stored in a Permanent Disposal Facility (PDF). Exporting WLP is only to be considered in the event neither recycling nor PDF are possible.

  • The WLP is currently stored in temporary storage facilities on site (temporary residue storage facility (RSF)) and in accordance with the current licence. The RSF is designed and constructed and is managed to meet the requirement of a PDF within the LAMP.
  • Lynas’ PDF Planning Framework and Site Protection Plan were approved by the Atomic Energy Licensing Board (AELB) on February 25, 2014. The Pahang State Government has given its consent to the location of the PDF in Pahang, should it be required. AELB is holding a US$34mn bond on behalf of Lynas to build the PDF. 
  • Occupational and health exposures monitored since 2012 have shown that risks to employees from radiation and chemicals are well within the permissible limits.

The Details of the 4th December Reports

Both reports are in bahasa Malaysia

  • The Review Committee Report found Lynas’ operations are low risk and compliant with applicable laws. However, on page 94 it does state:
    • The Executive Committee found that there was an increase in heavy metal concentrations for nickel, chromium, lead and mercury in-ground waste. Nickel and chromium are carcinogenic substances for human beings.

    • One recommendation by the Committee was to determine the location and build a PDF for the WLP residue, including identifying sites for PDF construction before the renewal of the next licence.
    • The report said to “Be prepared to export WLP residues from Malaysia if the PDF location is not identified or approved.
    • The review committee comprises six members according to this link.  
  • The Minister for Energy, Science, Technology, Environment and Climate Change (MESTECC) reported two new pre-conditions for its licence renewal on 2 September 2019 and future permission renewals in relation to residue management, those being:
    • The export of WLP residue before 2 September 2019; and the submission of an action plan on the disposal of NUF (current approval valid until 15 February 2019).
      • Following consultation with the government and regulators, an agreed pathway for the management of NUF was reached on the 14 Feb.
    • This pre-condition is inconsistent with the Review Committee’s recommendation on the PDF facility for WLP residue. The Review Committee said that Lynas should be prepared to export WLP residues from Malaysia only if the PDF location is not identified or approved.
    • All senior management of MESTECC were appointed following the 2018 general election. The AELB is an agency/department under MESTECC.

On the Political Front

After being elected as a Member of Parliament for Kuantan in 2008, Fusiah Salleh spearheaded the “Stop Lynas Rare earth Refinery” campaign.

  • This campaign cause was buoyed by the Mitsubishi  Chemical Corporations incident in Ipoh in the 80s and 90s, together with the 2011 Fukushima nuclear disaster – although the latter is not wholly pertinent.
  • Bowing to pressure the AELB conducted a review of LAMP in 2011 and ultimately claimed they were not able to identify any non-compliance with international radiation safety standards at the plant. Environmentalist pointed out this report did not address the long-term waste management nor the possible contamination of surface water and atmosphere by radioactive waste material.
  • Despite extensive and ongoing opposition, Lynas was offered a 12-year tax holiday at the onset, and was issued a 2-year full operating licence in 2014. 
  • The re-election of Mohammad Mahathir in 2018 provided a more sympathetic ear to the campaign’s voice compared to that under Najib Razak (PM from Apr-09 to May-18), resulting in the Review Committee to conduct the environmental impact assessment of LAMP. 
    • Indeed, projects and investments made by Najib are being reviewed such as LAMP and Belt & Road proposals.
  • Fusiah Salleh was appointed the chair of this Committee, although she withdrew her position in October to “prevent Lynas from shifting the focus from the real issue“.  She is currently the deputy minister in the PM’s department.

Just How Radioactive?

It’s low but it’s not nothing – there is no such thing as zero harm. One issue, to me, is a decent layman’s overview of the radiation. In previous slides issued by Lynas it mentioned the limits for members of the public to be 1.0 mSv (milisievert) per year, while Lynas’ residue radioactive content is 6 Bq (becquerels)/g Th-232. 

Converting becquerels to sieverts is easier said than done. Conversions in the table via this link provide some context; it also shows Thorium 232 to have the second highest half-life, and the highest inhalation dose.

Arguably the radiation of this waste is low – and further backed up in this IAEA report (page 20) – but the reality is, if so low, why not process in Australia in the first place? And why are rare metal processing plants generally thin on ground worldwide?


Where Can It Be Exported?

Lynas has an estimated 500,000+ tonnes of WLP stored on site. Even filling one FEU (40-foot container, carrying 40 tonnes) every two hours around the clock, would take at least three years to clear the backlog – not factoring into account new residue being created. A price tag for the export of the residue has been estimated at A$60mn.

But who would (or can) accept this waste?

  • This report is a little over two years old, but on page 18, to the exception of Malaysia, rare metal processing only incurs in China (the world leader), Estonia, and India (marginal production). There appears to be some purification/separation/refining in Kazakhstan and Russia, but there is limited data. 
  • Australia’s Arafura Resources (ARU AU) is expected to build its own rare earth separation plant in Australia, having previously touted the idea of building such a plant in South Korea. 
    • Sending the waste back to Australia appears to be the go-to response from various quarters in Malaysia. But this is a heavily regulated space.
    • Legislation should not be captured under this Nuclear Waste Storage and Transportation (Prohibition) Act 1999 as the residue is not derived from a nuclear plant. 
    • It may be captured under the Hazardous Waste Act, based on the definitions under the Basel Convention. Here is also a list of Basel Convention members
    • A 7-year old article mentions that “National legislation stipulates that Australia will not accept responsibility for any waste product produced from offshore processing of resources purchased in Australia such as iron ore, mineral sands and the rare earth produced by Lynas Corporation.” I have yet to sight this legislation.
    • According to the AFR (paywalled), Robin Chapple, a Greens member in the Western Australian Legislative Council, said the safest place for the radioactive waste would be Western Australia, where it was originally located. Which makes a degree of sense, assuming the waste is in dry form, not liquid, which could then potentially leach into the water table. Of interest, Chapple has been a vocal critic of Lynas in the past.
    • The Australian government may make an exception to such an import in that the radiation is understood to be exactly the same as when it left Australia. And the expected approval of the Arafura plant may suggest an openness to importing this waste. 
  • China won’t accept this waste – it has its own environmental issues to deal with after years of rare earth production. 

Establishing a Plant in Australia

Arafuna has secured Northern Territory (NT) and Australian government environmental approvals for its project in Australia. However, mining regulations in Australia are state/territory based – what is approved in NT does not necessarily translate to approval in WA, where Mt Weld is located; but it should help.

CEO Amanda Lacaze was quoted (paywalled) in the FT saying: 

We could reorganise our assets with time in a way that would allow us to continue to serve our customers. Short term we may need to partner in China; longer term we would re-establish our operations outside of China. Australia is a pretty good place.

“Re-establish” potentially includes disassembling/re-assembling LAMP, but this is not stipulated. Lynas’ PPE has a net book value of ~A$600mn, including rotary kilns, centrifuges, solvent extractors and pumps, most of which presumably could be shipped and railed to Mt Weld, or in close proximity, fast tracking the construction time. Assuming necessary approvals are in place. 


A Show of Support

Since rumours of the Review Committee surfaced, Greencape Capital has increased its stake in Lynas to 9.27% from 6.13%; while FIL has increased its holding to 7.32% from 5.01%. Both shareholders increased their stake after the 4th December reports.

Shareholder

Shares (mn)

%

Greencape
61.7
9.3%
FIL
48.7
7.3%
Vanguard
23.5
3.5%
Source: CapIQ

2. January Chip Revenues Down 15.6% Year-On-Year

2019 03 04%20wsts%20monthly%203mma%20revenue%20history

The Semiconductor Industry Association in the US released the latest WSTS figures for January chip revenues.  Monthly revenues are down 15.6% from January of 2018.  While this is not a surprise to our clients it is frightening to those who anticipated that 2019 would be a continuation of the bonanza enjoyed in 2018.

3. MYOB Setting Up As A Riskier Trade

Screenshot%202019 03 06%20at%205.12.45%20pm

When I wrote about KKR’s purchase of 17.6% of MYOB Group Ltd (MYO AU) from Bain in October – a trade which got KKR to a 19.9% holding, my take on it was that the deal was probably a bit light. It was not outrageously bad because a) Bain agreed to sell their 17.6% at A$3.15 vs the A$3.65 IPO , and b) something like 93% of volume traded since the IPO in May 2015 had taken place below the proposed indicative offer price, but it was still one of the few platforms on which someone could take a stand to compete against the likes of Xero Ltd (XRO AU) and Intuit Inc (INTU US), it was not overly expensive as SaaS platforms went, and its online presence was growing rapidly.

The full write-up is MYOB: KKR Launches a Proposal. Lightish?

About three weeks later, KKR bumped their indicative offer to A$3.77/share, and MYOB opened its books to allow KKR due diligence. That suggested the price was in the range of the acceptable to MYOB’s board (but that A$3.70 was borderline). 

Then KKR did its due diligence, global equities continued to fall out of bed (down 10+% in two months for many major indices including Australia’s S&P/ASX200), KKR’s due diligence process came down to the wire, and the final bid presented came in at A$3.40, with a very short “take-it-or-leave-it” deadline. The immediate reaction of MYOB’s board was, as David Blennerhassett wrote in Friday Deadline Looms As MYOB Snubs KKR’s Reduced Offer,

Following completion of due diligence and finalisation of debt funding commitments, KKR has revised the offer price to $3.40 per share. …  The board has informed KKR that it is not in a position to recommend the revised proposal, however it remains in discussions with KKR regarding its proposal. (David Blennerhassett ‘s emphasis)

Four days later, KKR and MYOB entered into a Scheme Implementation Agreement (SIA) at A$3.40/share, putting MYOB at a A$2bn market cap.

David Blennerhassett discussed the SIA and the upcoming schedule of events in some detail in MYOB Caves And Agrees To KKR’s Reduced Offer. MYOB’s board unanimously recommended shareholders vote in favour of the Offer in the absence of a superior proposal and subject to an independent expert concluding the Offer was in the best interest of shareholders. There was a specific “go-shop” provision through the 22nd of February – when MYOB was expected to release FY results. No offer was forthcoming. KKR had matching rights but if they did not match an offer which was 5% higher and all-cash, then KKR would be obliged to sell its shares into the higher offer.

The New News

While not new new, US-based hedge fund – somewhat well-known for being involved in M&A situations – started accumulating a position in MYOB in January and has reached a stake of 9.99%. This was declared on Monday. On Tuesday Manikay sent a letter to MYOB (discussed below). This morning MYOB responded saying “The MYOB Board continues to unanimously recommend the Proposal subject to no Superior Proposal being forthcoming, and the receipt of an IER [Independent Experts’ Report] concluding that the Proposal is in the best interests of MYOB Shareholders.”

The Scheme Booklet is currently with ASIC and is expected to be despatched “in coming weeks” (original schedule was for mid-March with Scheme Meeting April 19). The wording in the MYOB release suggests that might get pushed back a little, meanwhile Manikay is likely to make more noise.

4. Aussie Equities Reporting Season Wrap: March 2019

  • Australia rallied strongly through a relatively solid reporting season, with the benchmark ASX 200 posting a strong 6% gain in the month. EPS was a little disappointing, given that only 50% of stocks that reported beat consensus estimates, with weaker-than-expected revenue the main culprit.  EPS growth for FY19 was downgraded by 1.1%pts to 3.5%, but analysts left EPS growth unchanged in 10 out of 19 industry sectors.  Materials, Pharmaceuticals, Consumer Services and Energy saw the largest downgrades relative to history after reporting half-year results.
  • Government is having a Heavy Hand on Results. The Royal Commission in Financial Services is lifting compliance costs for the Banks, Wealth Managers and Mortgage Brokers.  Similarly, the Royal Commission into Aged Care is raising the same costs for stocks in this industry.  More stock-specific examples of Government intervention include AZJ, SKI, LYC and CAR (tighter credit supply from Banks).
  • Cost pressures seem generally well-contained. US tariff-related cost pressures eased, but threats remain until a trade deal is negotiated with China.  Compliance costs are hitting Banks, Wealth Managers, Mortgage Brokers and Aged Care stocks.  However, the market seems to be more comfortable with the outlook. 
  • Growth Stocks Not Raising Guidance Were Hit. Growth names such as COH, CSL, TWC and TWE that delivered strong results without an upgrade to full-year earnings were dealt heavy blows.  However, stocks such as WEB, which revealed new growth opportunities were rewarded handsomely.
  • Good Management of Consumer-facing Stock Saves the Day. Filling slowing demand with higher-margin product offering delivered for JBH and SUL, while good performance from offshore stores came to the rescue for HVNDHG saw weaker listings but fought this by selling higher margin products to agents.  However, some stocks struggled.  FBU, BLD, BAP ABC all succumbed to housing weakness.
  • Grasping the Infrastructure Opportunity. CIM, MND and SVW all delivered on the back of the upswing in public and mining infrastructure spending.  In contrast, LLC’s struggling Engineering Division is a good example of how a poorly managed business misses out on opportunities when industry conditions are buoyant.
  • Model Portfolio Implications. We will soon update our model portfolio, but reporting season showed there is probably more upside in Resources than we thought at the end of last year.  The worst seems to have passed for the Banks, but we struggle to see significant upside in earnings.  We will retain a defensive bias in the portfolio, but most likely reduce it somewhat.

Get Straight to the Source on Smartkarma

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Brief Australia: What Next in the Inflation / Deflation Debate and What Does It Mean for Asset Prices? and more

By | Australia

In this briefing:

  1. What Next in the Inflation / Deflation Debate and What Does It Mean for Asset Prices?
  2. Monthly Geopolitical Comment: Markets Are Still Waiting for the Result of US-China Trade Talks
  3. TRADE IDEA – Melco (200 HK) Stub: Lose a Little Sleep in Macau
  4. RBA Hints at an Easing Bias
  5. China’s New Semiconductor Thrust – Part 1: Why and How?

1. What Next in the Inflation / Deflation Debate and What Does It Mean for Asset Prices?

Despite some signs of stabilization in China’s factory gauges the primary trend is still weakness and it might be rash for investors to read too much into the recent data given the apparent weakness in the Eurozone and the moderation form a high level of growth in the United States.  Quantitative tightening is on hold in the United States but a sharp “U-turn” to easing has not happened yet and is politically embarrassing. As inflation falls real rates are rising. Housing markets are showing signs of price weakness. Investors need to watch for signs of credit quality decay that could be an indicator of the next period of severe financial distress. 

2. Monthly Geopolitical Comment: Markets Are Still Waiting for the Result of US-China Trade Talks

The future of the US and China relationship remains the most significant geopolitical and economic issue watched by the markets. While the markets prefer to focus on the positives, the eventual outcome of the talks may yet prove disappointing. Meanwhile, a rift is emerging among EU members who have diverging attitudes to cooperation with China. Authorities in Turkey have again spooked investors with their ham-fisted approach to markets. In Ukraine, comedian Zelensky has won in the first round of the presidential poll. In India, sabre-rattling continues ahead of parliamentary elections despite the de-escalation of tensions with neighbouring Pakistan.

3. TRADE IDEA – Melco (200 HK) Stub: Lose a Little Sleep in Macau

Capture50

Visitors to Macao will notice the gaudy designs of new properties like Studio City and the City of Dreams owned by Melco. Few will know that the Melco of today traces its roots back almost 100 years when it was named The Macau Electric Lighting Company. Melco was listed in Hong Kong in 1927 when it was still managing the electricity supply service for the island of Macau, which it had done since 1906. After the CEM was established in 1972 to supply power in Macau, Melco changed its name to Melco International Development Limited and became a subsidiary of Stanley Ho’s real estate holding company, Shun Tak Holdings (242 HK). With the burden of supplying electricity off its shoulders, the company did what any logical Hong Kong firm would do when its business disappears, it bought real estate.

To this day, Melco International Development (200 HK) still maintains ownership of one of these classic Hong Kong destinations which I will take a closer look at in my note. In the rest of this insight I will:

  • finish the historical overview of Melco
  • present my trade idea and rationale
  • give a detailed overview of the business units of Melco International
  • recap ALL of my stub trades on Smartkarma and the performance of each 

4. RBA Hints at an Easing Bias

1%20 %20copy

The final ‘policy guidance’ paragraph added that the RBA is now “monitoring developments” suggesting that it is less sure that its current policy setting will remain appropriate.

The RBA is typically relatively cautious in tipping its hand in the policy statement, and while subtle compared to the RBNZ statement last week, you might conclude that the change in this final RBA paragraph amounts to a shift from a neutral policy stance to an easing bias.

The final paragraph suggests that the RBA is now prepared to ease policy should various threats to their outlook build further.

5. China’s New Semiconductor Thrust – Part 1: Why and How?

China%20share%20of%20semiconductor%20demand

China’s current efforts to gain prominence in the semiconductor market targets memory chips – large commodities.  This three-part series of insights examines how China determined its strategy and explains which companies are the most threatened by it.

In the first part of this series we will see what motivated China to enter the market and how it plans to do so.

Get Straight to the Source on Smartkarma

Smartkarma supports the world’s leading investors with high-quality, timely, and actionable Insights. Subscribe now for unlimited access, or request a demo below.



Brief Australia: Monthly Geopolitical Comment: Markets Are Still Waiting for the Result of US-China Trade Talks and more

By | Australia

In this briefing:

  1. Monthly Geopolitical Comment: Markets Are Still Waiting for the Result of US-China Trade Talks
  2. TRADE IDEA – Melco (200 HK) Stub: Lose a Little Sleep in Macau
  3. RBA Hints at an Easing Bias
  4. China’s New Semiconductor Thrust – Part 1: Why and How?
  5. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO

1. Monthly Geopolitical Comment: Markets Are Still Waiting for the Result of US-China Trade Talks

The future of the US and China relationship remains the most significant geopolitical and economic issue watched by the markets. While the markets prefer to focus on the positives, the eventual outcome of the talks may yet prove disappointing. Meanwhile, a rift is emerging among EU members who have diverging attitudes to cooperation with China. Authorities in Turkey have again spooked investors with their ham-fisted approach to markets. In Ukraine, comedian Zelensky has won in the first round of the presidential poll. In India, sabre-rattling continues ahead of parliamentary elections despite the de-escalation of tensions with neighbouring Pakistan.

2. TRADE IDEA – Melco (200 HK) Stub: Lose a Little Sleep in Macau

Capture53

Visitors to Macao will notice the gaudy designs of new properties like Studio City and the City of Dreams owned by Melco. Few will know that the Melco of today traces its roots back almost 100 years when it was named The Macau Electric Lighting Company. Melco was listed in Hong Kong in 1927 when it was still managing the electricity supply service for the island of Macau, which it had done since 1906. After the CEM was established in 1972 to supply power in Macau, Melco changed its name to Melco International Development Limited and became a subsidiary of Stanley Ho’s real estate holding company, Shun Tak Holdings (242 HK). With the burden of supplying electricity off its shoulders, the company did what any logical Hong Kong firm would do when its business disappears, it bought real estate.

To this day, Melco International Development (200 HK) still maintains ownership of one of these classic Hong Kong destinations which I will take a closer look at in my note. In the rest of this insight I will:

  • finish the historical overview of Melco
  • present my trade idea and rationale
  • give a detailed overview of the business units of Melco International
  • recap ALL of my stub trades on Smartkarma and the performance of each 

3. RBA Hints at an Easing Bias

1%20 %20copy

The final ‘policy guidance’ paragraph added that the RBA is now “monitoring developments” suggesting that it is less sure that its current policy setting will remain appropriate.

The RBA is typically relatively cautious in tipping its hand in the policy statement, and while subtle compared to the RBNZ statement last week, you might conclude that the change in this final RBA paragraph amounts to a shift from a neutral policy stance to an easing bias.

The final paragraph suggests that the RBA is now prepared to ease policy should various threats to their outlook build further.

4. China’s New Semiconductor Thrust – Part 1: Why and How?

China%20share%20of%20semiconductor%20demand

China’s current efforts to gain prominence in the semiconductor market targets memory chips – large commodities.  This three-part series of insights examines how China determined its strategy and explains which companies are the most threatened by it.

In the first part of this series we will see what motivated China to enter the market and how it plans to do so.

5. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO

Below is a recap of the key analysis produced by the Global Equity Research team. This week, we update on Lyft Inc (LYFT US) now that it is below its IPO price and remind of the potentially muted impact for strategic holder Rakuten Inc (4755 JP). On the M&A front, Arun digs into the conditional deal for Lynas Corp Ltd (LYC AU) from Wesfarmers Ltd (WES AU). With regards to IPO research, we initiate on e-commerce player Yunji Inc. (YJ US) and solar company Xinyi Energy Holdings Ltd (1671746D HK) while we update on the IPO valuation of Ruhnn Holding Ltd (RUHN US)

In addition, we have provided an updated calendar of upcoming catalysts for EVENT driven names below. 

Best of luck for the new week – Arun, Venkat and Rickin

Get Straight to the Source on Smartkarma

Smartkarma supports the world’s leading investors with high-quality, timely, and actionable Insights. Subscribe now for unlimited access, or request a demo below.



Brief Australia: TRADE IDEA – Melco (200 HK) Stub: Lose a Little Sleep in Macau and more

By | Australia

In this briefing:

  1. TRADE IDEA – Melco (200 HK) Stub: Lose a Little Sleep in Macau
  2. RBA Hints at an Easing Bias
  3. China’s New Semiconductor Thrust – Part 1: Why and How?
  4. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO
  5. M&A: A Round-Up of Deals in March 2019

1. TRADE IDEA – Melco (200 HK) Stub: Lose a Little Sleep in Macau

Capture50

Visitors to Macao will notice the gaudy designs of new properties like Studio City and the City of Dreams owned by Melco. Few will know that the Melco of today traces its roots back almost 100 years when it was named The Macau Electric Lighting Company. Melco was listed in Hong Kong in 1927 when it was still managing the electricity supply service for the island of Macau, which it had done since 1906. After the CEM was established in 1972 to supply power in Macau, Melco changed its name to Melco International Development Limited and became a subsidiary of Stanley Ho’s real estate holding company, Shun Tak Holdings (242 HK). With the burden of supplying electricity off its shoulders, the company did what any logical Hong Kong firm would do when its business disappears, it bought real estate.

To this day, Melco International Development (200 HK) still maintains ownership of one of these classic Hong Kong destinations which I will take a closer look at in my note. In the rest of this insight I will:

  • finish the historical overview of Melco
  • present my trade idea and rationale
  • give a detailed overview of the business units of Melco International
  • recap ALL of my stub trades on Smartkarma and the performance of each 

2. RBA Hints at an Easing Bias

1%20 %20copy

The final ‘policy guidance’ paragraph added that the RBA is now “monitoring developments” suggesting that it is less sure that its current policy setting will remain appropriate.

The RBA is typically relatively cautious in tipping its hand in the policy statement, and while subtle compared to the RBNZ statement last week, you might conclude that the change in this final RBA paragraph amounts to a shift from a neutral policy stance to an easing bias.

The final paragraph suggests that the RBA is now prepared to ease policy should various threats to their outlook build further.

3. China’s New Semiconductor Thrust – Part 1: Why and How?

China%20share%20of%20semiconductor%20demand

China’s current efforts to gain prominence in the semiconductor market targets memory chips – large commodities.  This three-part series of insights examines how China determined its strategy and explains which companies are the most threatened by it.

In the first part of this series we will see what motivated China to enter the market and how it plans to do so.

4. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO

Below is a recap of the key analysis produced by the Global Equity Research team. This week, we update on Lyft Inc (LYFT US) now that it is below its IPO price and remind of the potentially muted impact for strategic holder Rakuten Inc (4755 JP). On the M&A front, Arun digs into the conditional deal for Lynas Corp Ltd (LYC AU) from Wesfarmers Ltd (WES AU). With regards to IPO research, we initiate on e-commerce player Yunji Inc. (YJ US) and solar company Xinyi Energy Holdings Ltd (1671746D HK) while we update on the IPO valuation of Ruhnn Holding Ltd (RUHN US)

In addition, we have provided an updated calendar of upcoming catalysts for EVENT driven names below. 

Best of luck for the new week – Arun, Venkat and Rickin

5. M&A: A Round-Up of Deals in March 2019

For the month of March, ten new deals were discussed on Smartkarma with an overall deal size of US$22.3bn.

Clicking on the company name in the table below will take you to the entity page where you can see insight(s) written by Smartkarma contributors.

New Deals
Industry
Deal
Size (US$m)
Deal
Type
Premium
Australia
Real Estate Development
197
Scheme
12.0%
Research & Consulting
100
Scheme
22.7%
Diversified Metals & Mining
1,063
Scheme
44.7%
Hong Kong
Construction & Engineering
1,300
MGO
14.5%
Clean Energy
596
Scheme
41.9%
India
IT Consulting and Other Services
754
Open Offer
4.0%
Vietnam
Pharmaceuticals
146
Off-Mkt
3.5%
Europe
 
 
 
Interactive Media and Services
5,249
Off-Mkt
10.9%
US
 
 
 
Semiconductor Equipment
5,900
Off-Mkt
15.9%
Construction Machinery
7,040
Merger
13.0%
Source: Company announcements

Blackstone and Hellman & Friedman made a proposal for Scout24 AG (G24 GR) in mid-January – which was rejected by the board – and subsequently returned with an improved offer which was then supported. The deal was first written on after the Tender Offer was officially launched in March.

The average premium to last close for the new deals announced in March was 18%, while the average for the first quarter of 2019 is 33%.


Brief Summary of News in March of Arb Situations On Smartkarma’s Radar

(again, click on the company names to take to you to the insights and/or discussion posts)

Australia

Comments (with links)

McMillan announced on 20th March 2019, that they will not be able to complete the proposed scheme. Eclipx said it would sell two divisions (Grays and Right2Drive) and use the proceeds to pay down corporate debt.

No March Updates
On 19th March 2019, Healthscope announced that they had received FIRB approval for the scheme. The Offer docs have been pushed out to the 24 April so as to incorporate the Scheme and Takeover Documents into a single integrated booklet
On 4th March 2019, Manikay Partners LLC and its affiliates filed a notice that they had increased their holding in MYOB to 9.99%, and submitted a letter that asserted that the board should reconsider their recommendation of the KKR offer. However, on 6th March MYOB’s Board, mentioned in their announcement, that they continue to recommend the offer. MYOB’s shareholders will be able to vote for the proposal at the Scheme meeting which will be held on 17th April 2019, as set out in the announcement on 14th March 2019. A Scheme Update on 20th March, stated that the all cash consideration of A$3.40/share, was KKR’s best and final offer
On 21st March 2019, Navitas entered a Board Recommended Scheme Implementation Deed with BGH. 
On 8th March 2019, a letter was released to Ruralco’s shareholders that confirmed the details of the offer, and that the Board of Ruralco unanimously recommends the Scheme.
On 13th March 2019, the Board of Sigma announced that following their review of the proposal submitted by API, they conclude that it is not in the best interest of the shareholders. 

China

Comments

On 18th March 2019, an announcement was released stating that Sichuan Swellfun has engaged Citic Securities as their advisor for Diageo’s offer. 

Hong Kong

Comments (with links)

The Composite Document for the deal was dispatched on 20th March 2019. 
It was announced on 5th March 2019, that permission has been granted to extend the time for the despatch of the Composite Document to 2nd April 2019, in order for the offeror to consider the 2018 annual results of Xingfa.
No March Updates
The resolution to approve the Sheme was approved by the Shareholders at the Court Meeting held on 21st March 2019. 
No March Updates

India

Comments (with links)

No March Updates
No March Updates

Japan

Comments (with links)

Faurecia announced on 1st March 2019, that they were able to successfully complete their Tender Offer for Clarion. 95.28% of Clarion shareholders had tendered their shares. 
On 8th March 2019, Descente released an opinion on the Tender offer, which said they continue to oppose the offer. The results of the tender offer was released on 15th March 2019 – Itochu planned on buying 7.21million shares out of the 75.37mm shares which bear voting rights (as of the commencement of the Tender), and 15,115,148 shares were tendered, which led to a pro-ration rate of 47.7%. The president will be replaced with the president of Itochu Textile.
On 19th March 2019, SCSK Corp announced that they had managed to acquire 1.947mm shares of Jiec Co Ltd in the tender offer taking them to 97.90%.
No March Updates
On 8th March 2019, an announcement was released, which stated that the offer was bumped up to  ¥ 700/share, from  ¥ 610/share, and the offer close date was extended to 25th March 2019, with the commencement of settlement being 29th March 2019. On 18th March, Yoshiaki Murakami-associated companies announced they had raised their stake above 10%, at a price higher than the ¥ 700/share final tender offer price. On 20th March, Minami Aoyama Fudosan – another Murakami-associated company – announced a Tender Offer for a minimum of 50.00% of Kosaido (and up to 100% of the shares out) at ¥750/share (and announced they had bought more bringing their stake to 13.47% in total). On 25th March 2019, Bain extended their tender offer from 25th March to April 8th. 
ND Software published an announcement on 8th March 2019, that the base date for shareholders eligible to vote at the EGM, will be the 31st March 2019.
A Reuters article on 3rd March 2019, mentioned that Tencent, Kakao Corp, Bain Capital, MBK Partners, and an unidentified private equity firm are the five bidders that have been shortlisted by Nexon, as reported by the Korea Economic Daily newspaper. Netmarble Corp was not offered a position among the bidders, but is said to have formed a consortium MBK Partners. 
On 8th March 2019, Pioneer announced that they had completed the payment for issuance of new shares through a third party allotment. 
No March Updates

SCSK Corp announced on 19th March 2019, that they gained 94.76% of the shares of Veriserve Corp in the tender, which will mean an immediate push to squeeze out minorities.

New Zealand

Comments (with links)

On 7th March 2019, Trade Me announced that the high court had approved the special meeting for shareholders to vote on the Apax proposal. The Independent Advisers’ assessed a fair value between NZ$5.93 and NZ$6.39 per share, below Apax’s offer of NZ$6.45 per share. On 11th March the company announced that the special meeting for the shareholders to vote will be held on 3rd April 2019. The scheme booklet was released on the Trade Me website on 13th March 2019, which was ciculated among shareholders on 19th March.  

Singapore

Comments (with links)

Ascendas-Singbridge Pte Ltd
No March Updates
The offer closed on 15th March 2019, with 95.83% of the issued share capital of Courts Asia. The remaining shares will be acquired through a compulsory acquisition at the final offer price of S$0.205/share. It was also announced that the last day of trading of the stock would be 15th March 2019, with the stock being suspended from 18th March 2019.
On 6th March 2019, it was announced that the offeror had acquired 72.89% of the total number of shares, and held 92.20% of the shares of M1 Ltd, and that Konnectivity launched an offer to acquire the remaining shares not tendered in by 18th March 2019. On 18th March 2019 at the close of the offer they had managed to acquire an aggregate of 94.55% of shares.
On 18th March 2019, it was announced that the scheme meeting will be held on 2nd April 2019.

South Korea

Comments (with links)

No March Update

Taiwan

Comments (with links)

On 6th March 2019, Hitachi announced that they had decided to extend the period of the public tender offer (originally from January 17, 2019 to March 7, 2019) to April 22, 2019. There was news that there would be an EGM (called by a dissenting director) on April 18th designed to renew the board of directors. On 22nd March 2019, Hitachi had amended the Public Purchase statement by raising the Purchase Price to NT$65/share.

Thailand

Comments (with links)

Delta published a document which included amendments to the Conditional Voluntary Tender Offer on 1st March 2019, which confirmed that the Bt 71.0/share, will be the final offer, and that the offer is expected to close on 1st April 2019. The independent financial advisers opinion was published on 14th March 2019, recommending the offer. 9.12% of shares out have tendered into Delta’s Offer, bringing the Offeror’s total holding to 30.05% as at 26 March.
The purchase price of the offer was adjusted to Bt91.9906/share, from Bt94.892/share, according to the announcement released on 11th March 2019.
No March Updates
No March Updates

UK

Comments (with links)

The scheme document was published on the 8th March 2019.
The Mastercard offer for Earthport lapsed on 8th March 2019, as the acceptance condition was not satisfied. On 13th March 2019 Visa’s offer had been extended to 30th April 2019. As at 12th March 2019 Visa had 41.02% of the issued ordinary share capital of Earthport, which counted towards satisfaction of the acceptance condition to the Offer.
The Scheme Booklet was published on 1st March 2019, following which a bump in the offer to £0.575 from £0.55, was announced on 20th March 2019. 
On 8th March 2019,  the Bidder announced that the Competition Commission of South Africa had granted unconditional approval for the acquisition, thus satisfying one of the conditions of the Scheme. 

Europe

Comments (with links)

The final results of the Tender Offer, which closed on 7th March 2019, was released on 12th March 2019, according to which the offeror had managed to acquire 94.98% of all the shares. The offeror then opened a subsequent offer from 13th to 27th March in order to allow the remaining shareholders to tender in their shares. On 28th March 2019, the offeror announced that according to the preliminary results of the Subsequent Offer Period, the shares tendered represent approximately 3.13% of all the shares in Amer Sports. Together with the shares tendered during the Offer Period, the total shares acquired represent approximately 98.10% of all the shares. The consideration for the shares tendered during the Subsequent Offer Period, will be paid on or about 2nd April 2019.
On 4th March 2019, Nasdaq raised their offer to NOK 158/share (from NOK 152/share) to match the Euronext offer, reduced the minimum acceptance requirement to at least two-thirds of the shares of Oslo Børs (from more than 90%), and extended the offer period expiry to 29th March 2019 (from 4th March 2019), as well as the drop dead date to the date which is the later of: (i) March 4, 2020; and (ii) the date which is sixty days after the Euronext Offer lapses, closes or is withdrawn. It was also announced that shareholders representing more than 1/3 if the shares in Oslo Børs have reaffirmed their support for Nasdaq’s offer. 
On 14th March 2019, the provisional interim results of the tender offer was released. It stated that 78.69% of the CEVA Shares to which the Tender Offer relates were tendered in, which results in CMA CGA holding 89.47% of share capital. A subsequent offer was made to acquire the remaining shares, running from 20th March to 2nd April 2019. 
On 5th March 2019, Panalpina announced that an extraordinary general meeting will be held on 5th April 2019 to vote on a “one share one vote” scheme to replace the current cap on holdings over 5%. All major shareholders who would see their voting rights increase have come out against it because they want to see the Ernst Gohner Foundation have their voting rights come down. ISS and Glass Lewis have both come out against the proposal. A couple of minor European proxy solicitors and agents have come out in favor.

Late Sunday night it was reported by Bloomberg that DSV had improved its offer once again and that the Foundation had agreed to the sweetened bid of 2.375 DSV shares per Panalpina share, worth CHF 195.8

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Brief Australia: Aussie Equities Reporting Season Wrap: March 2019 and more

By | Australia

In this briefing:

  1. Aussie Equities Reporting Season Wrap: March 2019
  2. GrainCorp (GNC AU): Better Late than Never Move to Get an LTAP Binding Proposal
  3. China – Eurozone Negative Feedback Loop.

1. Aussie Equities Reporting Season Wrap: March 2019

  • Australia rallied strongly through a relatively solid reporting season, with the benchmark ASX 200 posting a strong 6% gain in the month. EPS was a little disappointing, given that only 50% of stocks that reported beat consensus estimates, with weaker-than-expected revenue the main culprit.  EPS growth for FY19 was downgraded by 1.1%pts to 3.5%, but analysts left EPS growth unchanged in 10 out of 19 industry sectors.  Materials, Pharmaceuticals, Consumer Services and Energy saw the largest downgrades relative to history after reporting half-year results.
  • Government is having a Heavy Hand on Results. The Royal Commission in Financial Services is lifting compliance costs for the Banks, Wealth Managers and Mortgage Brokers.  Similarly, the Royal Commission into Aged Care is raising the same costs for stocks in this industry.  More stock-specific examples of Government intervention include AZJ, SKI, LYC and CAR (tighter credit supply from Banks).
  • Cost pressures seem generally well-contained. US tariff-related cost pressures eased, but threats remain until a trade deal is negotiated with China.  Compliance costs are hitting Banks, Wealth Managers, Mortgage Brokers and Aged Care stocks.  However, the market seems to be more comfortable with the outlook. 
  • Growth Stocks Not Raising Guidance Were Hit. Growth names such as COH, CSL, TWC and TWE that delivered strong results without an upgrade to full-year earnings were dealt heavy blows.  However, stocks such as WEB, which revealed new growth opportunities were rewarded handsomely.
  • Good Management of Consumer-facing Stock Saves the Day. Filling slowing demand with higher-margin product offering delivered for JBH and SUL, while good performance from offshore stores came to the rescue for HVNDHG saw weaker listings but fought this by selling higher margin products to agents.  However, some stocks struggled.  FBU, BLD, BAP ABC all succumbed to housing weakness.
  • Grasping the Infrastructure Opportunity. CIM, MND and SVW all delivered on the back of the upswing in public and mining infrastructure spending.  In contrast, LLC’s struggling Engineering Division is a good example of how a poorly managed business misses out on opportunities when industry conditions are buoyant.
  • Model Portfolio Implications. We will soon update our model portfolio, but reporting season showed there is probably more upside in Resources than we thought at the end of last year.  The worst seems to have passed for the Banks, but we struggle to see significant upside in earnings.  We will retain a defensive bias in the portfolio, but most likely reduce it somewhat.

2. GrainCorp (GNC AU): Better Late than Never Move to Get an LTAP Binding Proposal

Graincorp Ltd A (GNC AU)‘s ability to generate shareholder value remains in doubt as LTAP enters its fourth month of due diligence. Yesterday, GrainCorp announced the first result (but overdue) of its portfolio review – the deal to sell its Australian bulk liquid terminals business to ANZ Terminals for A$350 million.

The option with the highest potential to unlock shareholder value remains the LTAP bid. The sale of the Australian bulk liquid terminals business would represent 13% of the current EV which in the absence of an LTAP bid, is unlikely to sustain GrainCorp’s current rating. However, we believe that the proposed sale is a necessary step to push LTAP towards a binding proposal.

3. China – Eurozone Negative Feedback Loop.

Historically, Germany and China have depended on exports to lead growth. With the US unwilling to play the role of consumer of last resort and being determined to limit its current account deficit,  this avenue is not available anymore. In the absence of a rethink by German policy makers as to how to make German growth more self -sustaining a deflationary feedback loop is developing between the EU and China. 

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Brief Australia: RBA Hints at an Easing Bias and more

By | Australia

In this briefing:

  1. RBA Hints at an Easing Bias
  2. China’s New Semiconductor Thrust – Part 1: Why and How?
  3. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO
  4. M&A: A Round-Up of Deals in March 2019
  5. Bull Or Bear? Latest Global Liquidity Readings

1. RBA Hints at an Easing Bias

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The final ‘policy guidance’ paragraph added that the RBA is now “monitoring developments” suggesting that it is less sure that its current policy setting will remain appropriate.

The RBA is typically relatively cautious in tipping its hand in the policy statement, and while subtle compared to the RBNZ statement last week, you might conclude that the change in this final RBA paragraph amounts to a shift from a neutral policy stance to an easing bias.

The final paragraph suggests that the RBA is now prepared to ease policy should various threats to their outlook build further.

2. China’s New Semiconductor Thrust – Part 1: Why and How?

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China’s current efforts to gain prominence in the semiconductor market targets memory chips – large commodities.  This three-part series of insights examines how China determined its strategy and explains which companies are the most threatened by it.

In the first part of this series we will see what motivated China to enter the market and how it plans to do so.

3. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO

Below is a recap of the key analysis produced by the Global Equity Research team. This week, we update on Lyft Inc (LYFT US) now that it is below its IPO price and remind of the potentially muted impact for strategic holder Rakuten Inc (4755 JP). On the M&A front, Arun digs into the conditional deal for Lynas Corp Ltd (LYC AU) from Wesfarmers Ltd (WES AU). With regards to IPO research, we initiate on e-commerce player Yunji Inc. (YJ US) and solar company Xinyi Energy Holdings Ltd (1671746D HK) while we update on the IPO valuation of Ruhnn Holding Ltd (RUHN US)

In addition, we have provided an updated calendar of upcoming catalysts for EVENT driven names below. 

Best of luck for the new week – Arun, Venkat and Rickin

4. M&A: A Round-Up of Deals in March 2019

For the month of March, ten new deals were discussed on Smartkarma with an overall deal size of US$22.3bn.

Clicking on the company name in the table below will take you to the entity page where you can see insight(s) written by Smartkarma contributors.

New Deals
Industry
Deal
Size (US$m)
Deal
Type
Premium
Australia
Real Estate Development
197
Scheme
12.0%
Research & Consulting
100
Scheme
22.7%
Diversified Metals & Mining
1,063
Scheme
44.7%
Hong Kong
Construction & Engineering
1,300
MGO
14.5%
Clean Energy
596
Scheme
41.9%
India
IT Consulting and Other Services
754
Open Offer
4.0%
Vietnam
Pharmaceuticals
146
Off-Mkt
3.5%
Europe
 
 
 
Interactive Media and Services
5,249
Off-Mkt
10.9%
US
 
 
 
Semiconductor Equipment
5,900
Off-Mkt
15.9%
Construction Machinery
7,040
Merger
13.0%
Source: Company announcements

Blackstone and Hellman & Friedman made a proposal for Scout24 AG (G24 GR) in mid-January – which was rejected by the board – and subsequently returned with an improved offer which was then supported. The deal was first written on after the Tender Offer was officially launched in March.

The average premium to last close for the new deals announced in March was 18%, while the average for the first quarter of 2019 is 33%.


Brief Summary of News in March of Arb Situations On Smartkarma’s Radar

(again, click on the company names to take to you to the insights and/or discussion posts)

Australia

Comments (with links)

McMillan announced on 20th March 2019, that they will not be able to complete the proposed scheme. Eclipx said it would sell two divisions (Grays and Right2Drive) and use the proceeds to pay down corporate debt.

No March Updates
On 19th March 2019, Healthscope announced that they had received FIRB approval for the scheme. The Offer docs have been pushed out to the 24 April so as to incorporate the Scheme and Takeover Documents into a single integrated booklet
On 4th March 2019, Manikay Partners LLC and its affiliates filed a notice that they had increased their holding in MYOB to 9.99%, and submitted a letter that asserted that the board should reconsider their recommendation of the KKR offer. However, on 6th March MYOB’s Board, mentioned in their announcement, that they continue to recommend the offer. MYOB’s shareholders will be able to vote for the proposal at the Scheme meeting which will be held on 17th April 2019, as set out in the announcement on 14th March 2019. A Scheme Update on 20th March, stated that the all cash consideration of A$3.40/share, was KKR’s best and final offer
On 21st March 2019, Navitas entered a Board Recommended Scheme Implementation Deed with BGH. 
On 8th March 2019, a letter was released to Ruralco’s shareholders that confirmed the details of the offer, and that the Board of Ruralco unanimously recommends the Scheme.
On 13th March 2019, the Board of Sigma announced that following their review of the proposal submitted by API, they conclude that it is not in the best interest of the shareholders. 

China

Comments

On 18th March 2019, an announcement was released stating that Sichuan Swellfun has engaged Citic Securities as their advisor for Diageo’s offer. 

Hong Kong

Comments (with links)

The Composite Document for the deal was dispatched on 20th March 2019. 
It was announced on 5th March 2019, that permission has been granted to extend the time for the despatch of the Composite Document to 2nd April 2019, in order for the offeror to consider the 2018 annual results of Xingfa.
No March Updates
The resolution to approve the Sheme was approved by the Shareholders at the Court Meeting held on 21st March 2019. 
No March Updates

India

Comments (with links)

No March Updates
No March Updates

Japan

Comments (with links)

Faurecia announced on 1st March 2019, that they were able to successfully complete their Tender Offer for Clarion. 95.28% of Clarion shareholders had tendered their shares. 
On 8th March 2019, Descente released an opinion on the Tender offer, which said they continue to oppose the offer. The results of the tender offer was released on 15th March 2019 – Itochu planned on buying 7.21million shares out of the 75.37mm shares which bear voting rights (as of the commencement of the Tender), and 15,115,148 shares were tendered, which led to a pro-ration rate of 47.7%. The president will be replaced with the president of Itochu Textile.
On 19th March 2019, SCSK Corp announced that they had managed to acquire 1.947mm shares of Jiec Co Ltd in the tender offer taking them to 97.90%.
No March Updates
On 8th March 2019, an announcement was released, which stated that the offer was bumped up to  ¥ 700/share, from  ¥ 610/share, and the offer close date was extended to 25th March 2019, with the commencement of settlement being 29th March 2019. On 18th March, Yoshiaki Murakami-associated companies announced they had raised their stake above 10%, at a price higher than the ¥ 700/share final tender offer price. On 20th March, Minami Aoyama Fudosan – another Murakami-associated company – announced a Tender Offer for a minimum of 50.00% of Kosaido (and up to 100% of the shares out) at ¥750/share (and announced they had bought more bringing their stake to 13.47% in total). On 25th March 2019, Bain extended their tender offer from 25th March to April 8th. 
ND Software published an announcement on 8th March 2019, that the base date for shareholders eligible to vote at the EGM, will be the 31st March 2019.
A Reuters article on 3rd March 2019, mentioned that Tencent, Kakao Corp, Bain Capital, MBK Partners, and an unidentified private equity firm are the five bidders that have been shortlisted by Nexon, as reported by the Korea Economic Daily newspaper. Netmarble Corp was not offered a position among the bidders, but is said to have formed a consortium MBK Partners. 
On 8th March 2019, Pioneer announced that they had completed the payment for issuance of new shares through a third party allotment. 
No March Updates

SCSK Corp announced on 19th March 2019, that they gained 94.76% of the shares of Veriserve Corp in the tender, which will mean an immediate push to squeeze out minorities.

New Zealand

Comments (with links)

On 7th March 2019, Trade Me announced that the high court had approved the special meeting for shareholders to vote on the Apax proposal. The Independent Advisers’ assessed a fair value between NZ$5.93 and NZ$6.39 per share, below Apax’s offer of NZ$6.45 per share. On 11th March the company announced that the special meeting for the shareholders to vote will be held on 3rd April 2019. The scheme booklet was released on the Trade Me website on 13th March 2019, which was ciculated among shareholders on 19th March.  

Singapore

Comments (with links)

Ascendas-Singbridge Pte Ltd
No March Updates
The offer closed on 15th March 2019, with 95.83% of the issued share capital of Courts Asia. The remaining shares will be acquired through a compulsory acquisition at the final offer price of S$0.205/share. It was also announced that the last day of trading of the stock would be 15th March 2019, with the stock being suspended from 18th March 2019.
On 6th March 2019, it was announced that the offeror had acquired 72.89% of the total number of shares, and held 92.20% of the shares of M1 Ltd, and that Konnectivity launched an offer to acquire the remaining shares not tendered in by 18th March 2019. On 18th March 2019 at the close of the offer they had managed to acquire an aggregate of 94.55% of shares.
On 18th March 2019, it was announced that the scheme meeting will be held on 2nd April 2019.

South Korea

Comments (with links)

No March Update

Taiwan

Comments (with links)

On 6th March 2019, Hitachi announced that they had decided to extend the period of the public tender offer (originally from January 17, 2019 to March 7, 2019) to April 22, 2019. There was news that there would be an EGM (called by a dissenting director) on April 18th designed to renew the board of directors. On 22nd March 2019, Hitachi had amended the Public Purchase statement by raising the Purchase Price to NT$65/share.

Thailand

Comments (with links)

Delta published a document which included amendments to the Conditional Voluntary Tender Offer on 1st March 2019, which confirmed that the Bt 71.0/share, will be the final offer, and that the offer is expected to close on 1st April 2019. The independent financial advisers opinion was published on 14th March 2019, recommending the offer. 9.12% of shares out have tendered into Delta’s Offer, bringing the Offeror’s total holding to 30.05% as at 26 March.
The purchase price of the offer was adjusted to Bt91.9906/share, from Bt94.892/share, according to the announcement released on 11th March 2019.
No March Updates
No March Updates

UK

Comments (with links)

The scheme document was published on the 8th March 2019.
The Mastercard offer for Earthport lapsed on 8th March 2019, as the acceptance condition was not satisfied. On 13th March 2019 Visa’s offer had been extended to 30th April 2019. As at 12th March 2019 Visa had 41.02% of the issued ordinary share capital of Earthport, which counted towards satisfaction of the acceptance condition to the Offer.
The Scheme Booklet was published on 1st March 2019, following which a bump in the offer to £0.575 from £0.55, was announced on 20th March 2019. 
On 8th March 2019,  the Bidder announced that the Competition Commission of South Africa had granted unconditional approval for the acquisition, thus satisfying one of the conditions of the Scheme. 

Europe

Comments (with links)

The final results of the Tender Offer, which closed on 7th March 2019, was released on 12th March 2019, according to which the offeror had managed to acquire 94.98% of all the shares. The offeror then opened a subsequent offer from 13th to 27th March in order to allow the remaining shareholders to tender in their shares. On 28th March 2019, the offeror announced that according to the preliminary results of the Subsequent Offer Period, the shares tendered represent approximately 3.13% of all the shares in Amer Sports. Together with the shares tendered during the Offer Period, the total shares acquired represent approximately 98.10% of all the shares. The consideration for the shares tendered during the Subsequent Offer Period, will be paid on or about 2nd April 2019.
On 4th March 2019, Nasdaq raised their offer to NOK 158/share (from NOK 152/share) to match the Euronext offer, reduced the minimum acceptance requirement to at least two-thirds of the shares of Oslo Børs (from more than 90%), and extended the offer period expiry to 29th March 2019 (from 4th March 2019), as well as the drop dead date to the date which is the later of: (i) March 4, 2020; and (ii) the date which is sixty days after the Euronext Offer lapses, closes or is withdrawn. It was also announced that shareholders representing more than 1/3 if the shares in Oslo Børs have reaffirmed their support for Nasdaq’s offer. 
On 14th March 2019, the provisional interim results of the tender offer was released. It stated that 78.69% of the CEVA Shares to which the Tender Offer relates were tendered in, which results in CMA CGA holding 89.47% of share capital. A subsequent offer was made to acquire the remaining shares, running from 20th March to 2nd April 2019. 
On 5th March 2019, Panalpina announced that an extraordinary general meeting will be held on 5th April 2019 to vote on a “one share one vote” scheme to replace the current cap on holdings over 5%. All major shareholders who would see their voting rights increase have come out against it because they want to see the Ernst Gohner Foundation have their voting rights come down. ISS and Glass Lewis have both come out against the proposal. A couple of minor European proxy solicitors and agents have come out in favor.

Late Sunday night it was reported by Bloomberg that DSV had improved its offer once again and that the Foundation had agreed to the sweetened bid of 2.375 DSV shares per Panalpina share, worth CHF 195.8

5. Bull Or Bear? Latest Global Liquidity Readings

Weekchart

  • Global Liquidity bottoming out, but Central Banks not yet easing
  • US Fed only withdrew $30bn in Q1, versus $350 bn in Q4
  • PBoC still tightening through OMOs
  • ECB  on ‘pause’
  • QE4 is coming in 2019, but no evidence it has started yet

Get Straight to the Source on Smartkarma

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Brief Australia: GrainCorp (GNC AU): Better Late than Never Move to Get an LTAP Binding Proposal and more

By | Australia

In this briefing:

  1. GrainCorp (GNC AU): Better Late than Never Move to Get an LTAP Binding Proposal
  2. China – Eurozone Negative Feedback Loop.

1. GrainCorp (GNC AU): Better Late than Never Move to Get an LTAP Binding Proposal

Graincorp Ltd A (GNC AU)‘s ability to generate shareholder value remains in doubt as LTAP enters its fourth month of due diligence. Yesterday, GrainCorp announced the first result (but overdue) of its portfolio review – the deal to sell its Australian bulk liquid terminals business to ANZ Terminals for A$350 million.

The option with the highest potential to unlock shareholder value remains the LTAP bid. The sale of the Australian bulk liquid terminals business would represent 13% of the current EV which in the absence of an LTAP bid, is unlikely to sustain GrainCorp’s current rating. However, we believe that the proposed sale is a necessary step to push LTAP towards a binding proposal.

2. China – Eurozone Negative Feedback Loop.

Historically, Germany and China have depended on exports to lead growth. With the US unwilling to play the role of consumer of last resort and being determined to limit its current account deficit,  this avenue is not available anymore. In the absence of a rethink by German policy makers as to how to make German growth more self -sustaining a deflationary feedback loop is developing between the EU and China. 

Get Straight to the Source on Smartkarma

Smartkarma supports the world’s leading investors with high-quality, timely, and actionable Insights. Subscribe now for unlimited access, or request a demo below.



Brief Australia: China’s New Semiconductor Thrust – Part 1: Why and How? and more

By | Australia

In this briefing:

  1. China’s New Semiconductor Thrust – Part 1: Why and How?
  2. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO
  3. M&A: A Round-Up of Deals in March 2019
  4. Bull Or Bear? Latest Global Liquidity Readings
  5. Risk of Future LNG Supply Glut as Bubble of New Projects Grows

1. China’s New Semiconductor Thrust – Part 1: Why and How?

China%20share%20of%20semiconductor%20demand

China’s current efforts to gain prominence in the semiconductor market targets memory chips – large commodities.  This three-part series of insights examines how China determined its strategy and explains which companies are the most threatened by it.

In the first part of this series we will see what motivated China to enter the market and how it plans to do so.

2. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO

Below is a recap of the key analysis produced by the Global Equity Research team. This week, we update on Lyft Inc (LYFT US) now that it is below its IPO price and remind of the potentially muted impact for strategic holder Rakuten Inc (4755 JP). On the M&A front, Arun digs into the conditional deal for Lynas Corp Ltd (LYC AU) from Wesfarmers Ltd (WES AU). With regards to IPO research, we initiate on e-commerce player Yunji Inc. (YJ US) and solar company Xinyi Energy Holdings Ltd (1671746D HK) while we update on the IPO valuation of Ruhnn Holding Ltd (RUHN US)

In addition, we have provided an updated calendar of upcoming catalysts for EVENT driven names below. 

Best of luck for the new week – Arun, Venkat and Rickin

3. M&A: A Round-Up of Deals in March 2019

For the month of March, ten new deals were discussed on Smartkarma with an overall deal size of US$22.3bn.

Clicking on the company name in the table below will take you to the entity page where you can see insight(s) written by Smartkarma contributors.

New Deals
Industry
Deal
Size (US$m)
Deal
Type
Premium
Australia
Real Estate Development
197
Scheme
12.0%
Research & Consulting
100
Scheme
22.7%
Diversified Metals & Mining
1,063
Scheme
44.7%
Hong Kong
Construction & Engineering
1,300
MGO
14.5%
Clean Energy
596
Scheme
41.9%
India
IT Consulting and Other Services
754
Open Offer
4.0%
Vietnam
Pharmaceuticals
146
Off-Mkt
3.5%
Europe
 
 
 
Interactive Media and Services
5,249
Off-Mkt
10.9%
US
 
 
 
Semiconductor Equipment
5,900
Off-Mkt
15.9%
Construction Machinery
7,040
Merger
13.0%
Source: Company announcements

Blackstone and Hellman & Friedman made a proposal for Scout24 AG (G24 GR) in mid-January – which was rejected by the board – and subsequently returned with an improved offer which was then supported. The deal was first written on after the Tender Offer was officially launched in March.

The average premium to last close for the new deals announced in March was 18%, while the average for the first quarter of 2019 is 33%.


Brief Summary of News in March of Arb Situations On Smartkarma’s Radar

(again, click on the company names to take to you to the insights and/or discussion posts)

Australia

Comments (with links)

McMillan announced on 20th March 2019, that they will not be able to complete the proposed scheme. Eclipx said it would sell two divisions (Grays and Right2Drive) and use the proceeds to pay down corporate debt.

No March Updates
On 19th March 2019, Healthscope announced that they had received FIRB approval for the scheme. The Offer docs have been pushed out to the 24 April so as to incorporate the Scheme and Takeover Documents into a single integrated booklet
On 4th March 2019, Manikay Partners LLC and its affiliates filed a notice that they had increased their holding in MYOB to 9.99%, and submitted a letter that asserted that the board should reconsider their recommendation of the KKR offer. However, on 6th March MYOB’s Board, mentioned in their announcement, that they continue to recommend the offer. MYOB’s shareholders will be able to vote for the proposal at the Scheme meeting which will be held on 17th April 2019, as set out in the announcement on 14th March 2019. A Scheme Update on 20th March, stated that the all cash consideration of A$3.40/share, was KKR’s best and final offer
On 21st March 2019, Navitas entered a Board Recommended Scheme Implementation Deed with BGH. 
On 8th March 2019, a letter was released to Ruralco’s shareholders that confirmed the details of the offer, and that the Board of Ruralco unanimously recommends the Scheme.
On 13th March 2019, the Board of Sigma announced that following their review of the proposal submitted by API, they conclude that it is not in the best interest of the shareholders. 

China

Comments

On 18th March 2019, an announcement was released stating that Sichuan Swellfun has engaged Citic Securities as their advisor for Diageo’s offer. 

Hong Kong

Comments (with links)

The Composite Document for the deal was dispatched on 20th March 2019. 
It was announced on 5th March 2019, that permission has been granted to extend the time for the despatch of the Composite Document to 2nd April 2019, in order for the offeror to consider the 2018 annual results of Xingfa.
No March Updates
The resolution to approve the Sheme was approved by the Shareholders at the Court Meeting held on 21st March 2019. 
No March Updates

India

Comments (with links)

No March Updates
No March Updates

Japan

Comments (with links)

Faurecia announced on 1st March 2019, that they were able to successfully complete their Tender Offer for Clarion. 95.28% of Clarion shareholders had tendered their shares. 
On 8th March 2019, Descente released an opinion on the Tender offer, which said they continue to oppose the offer. The results of the tender offer was released on 15th March 2019 – Itochu planned on buying 7.21million shares out of the 75.37mm shares which bear voting rights (as of the commencement of the Tender), and 15,115,148 shares were tendered, which led to a pro-ration rate of 47.7%. The president will be replaced with the president of Itochu Textile.
On 19th March 2019, SCSK Corp announced that they had managed to acquire 1.947mm shares of Jiec Co Ltd in the tender offer taking them to 97.90%.
No March Updates
On 8th March 2019, an announcement was released, which stated that the offer was bumped up to  ¥ 700/share, from  ¥ 610/share, and the offer close date was extended to 25th March 2019, with the commencement of settlement being 29th March 2019. On 18th March, Yoshiaki Murakami-associated companies announced they had raised their stake above 10%, at a price higher than the ¥ 700/share final tender offer price. On 20th March, Minami Aoyama Fudosan – another Murakami-associated company – announced a Tender Offer for a minimum of 50.00% of Kosaido (and up to 100% of the shares out) at ¥750/share (and announced they had bought more bringing their stake to 13.47% in total). On 25th March 2019, Bain extended their tender offer from 25th March to April 8th. 
ND Software published an announcement on 8th March 2019, that the base date for shareholders eligible to vote at the EGM, will be the 31st March 2019.
A Reuters article on 3rd March 2019, mentioned that Tencent, Kakao Corp, Bain Capital, MBK Partners, and an unidentified private equity firm are the five bidders that have been shortlisted by Nexon, as reported by the Korea Economic Daily newspaper. Netmarble Corp was not offered a position among the bidders, but is said to have formed a consortium MBK Partners. 
On 8th March 2019, Pioneer announced that they had completed the payment for issuance of new shares through a third party allotment. 
No March Updates

SCSK Corp announced on 19th March 2019, that they gained 94.76% of the shares of Veriserve Corp in the tender, which will mean an immediate push to squeeze out minorities.

New Zealand

Comments (with links)

On 7th March 2019, Trade Me announced that the high court had approved the special meeting for shareholders to vote on the Apax proposal. The Independent Advisers’ assessed a fair value between NZ$5.93 and NZ$6.39 per share, below Apax’s offer of NZ$6.45 per share. On 11th March the company announced that the special meeting for the shareholders to vote will be held on 3rd April 2019. The scheme booklet was released on the Trade Me website on 13th March 2019, which was ciculated among shareholders on 19th March.  

Singapore

Comments (with links)

Ascendas-Singbridge Pte Ltd
No March Updates
The offer closed on 15th March 2019, with 95.83% of the issued share capital of Courts Asia. The remaining shares will be acquired through a compulsory acquisition at the final offer price of S$0.205/share. It was also announced that the last day of trading of the stock would be 15th March 2019, with the stock being suspended from 18th March 2019.
On 6th March 2019, it was announced that the offeror had acquired 72.89% of the total number of shares, and held 92.20% of the shares of M1 Ltd, and that Konnectivity launched an offer to acquire the remaining shares not tendered in by 18th March 2019. On 18th March 2019 at the close of the offer they had managed to acquire an aggregate of 94.55% of shares.
On 18th March 2019, it was announced that the scheme meeting will be held on 2nd April 2019.

South Korea

Comments (with links)

No March Update

Taiwan

Comments (with links)

On 6th March 2019, Hitachi announced that they had decided to extend the period of the public tender offer (originally from January 17, 2019 to March 7, 2019) to April 22, 2019. There was news that there would be an EGM (called by a dissenting director) on April 18th designed to renew the board of directors. On 22nd March 2019, Hitachi had amended the Public Purchase statement by raising the Purchase Price to NT$65/share.

Thailand

Comments (with links)

Delta published a document which included amendments to the Conditional Voluntary Tender Offer on 1st March 2019, which confirmed that the Bt 71.0/share, will be the final offer, and that the offer is expected to close on 1st April 2019. The independent financial advisers opinion was published on 14th March 2019, recommending the offer. 9.12% of shares out have tendered into Delta’s Offer, bringing the Offeror’s total holding to 30.05% as at 26 March.
The purchase price of the offer was adjusted to Bt91.9906/share, from Bt94.892/share, according to the announcement released on 11th March 2019.
No March Updates
No March Updates

UK

Comments (with links)

The scheme document was published on the 8th March 2019.
The Mastercard offer for Earthport lapsed on 8th March 2019, as the acceptance condition was not satisfied. On 13th March 2019 Visa’s offer had been extended to 30th April 2019. As at 12th March 2019 Visa had 41.02% of the issued ordinary share capital of Earthport, which counted towards satisfaction of the acceptance condition to the Offer.
The Scheme Booklet was published on 1st March 2019, following which a bump in the offer to £0.575 from £0.55, was announced on 20th March 2019. 
On 8th March 2019,  the Bidder announced that the Competition Commission of South Africa had granted unconditional approval for the acquisition, thus satisfying one of the conditions of the Scheme. 

Europe

Comments (with links)

The final results of the Tender Offer, which closed on 7th March 2019, was released on 12th March 2019, according to which the offeror had managed to acquire 94.98% of all the shares. The offeror then opened a subsequent offer from 13th to 27th March in order to allow the remaining shareholders to tender in their shares. On 28th March 2019, the offeror announced that according to the preliminary results of the Subsequent Offer Period, the shares tendered represent approximately 3.13% of all the shares in Amer Sports. Together with the shares tendered during the Offer Period, the total shares acquired represent approximately 98.10% of all the shares. The consideration for the shares tendered during the Subsequent Offer Period, will be paid on or about 2nd April 2019.
On 4th March 2019, Nasdaq raised their offer to NOK 158/share (from NOK 152/share) to match the Euronext offer, reduced the minimum acceptance requirement to at least two-thirds of the shares of Oslo Børs (from more than 90%), and extended the offer period expiry to 29th March 2019 (from 4th March 2019), as well as the drop dead date to the date which is the later of: (i) March 4, 2020; and (ii) the date which is sixty days after the Euronext Offer lapses, closes or is withdrawn. It was also announced that shareholders representing more than 1/3 if the shares in Oslo Børs have reaffirmed their support for Nasdaq’s offer. 
On 14th March 2019, the provisional interim results of the tender offer was released. It stated that 78.69% of the CEVA Shares to which the Tender Offer relates were tendered in, which results in CMA CGA holding 89.47% of share capital. A subsequent offer was made to acquire the remaining shares, running from 20th March to 2nd April 2019. 
On 5th March 2019, Panalpina announced that an extraordinary general meeting will be held on 5th April 2019 to vote on a “one share one vote” scheme to replace the current cap on holdings over 5%. All major shareholders who would see their voting rights increase have come out against it because they want to see the Ernst Gohner Foundation have their voting rights come down. ISS and Glass Lewis have both come out against the proposal. A couple of minor European proxy solicitors and agents have come out in favor.

Late Sunday night it was reported by Bloomberg that DSV had improved its offer once again and that the Foundation had agreed to the sweetened bid of 2.375 DSV shares per Panalpina share, worth CHF 195.8

4. Bull Or Bear? Latest Global Liquidity Readings

Weekchart

  • Global Liquidity bottoming out, but Central Banks not yet easing
  • US Fed only withdrew $30bn in Q1, versus $350 bn in Q4
  • PBoC still tightening through OMOs
  • ECB  on ‘pause’
  • QE4 is coming in 2019, but no evidence it has started yet

5. Risk of Future LNG Supply Glut as Bubble of New Projects Grows

Demandgapshell

The rapidly improving outlook in the LNG industry over the last few years, reinforced towards the end of 2017 by the unexpected growth of demand from China, has set off a proliferation of new LNG projects especially from the US (Exhibit 1).

In its latest LNG Outlook report, Royal Dutch Shell (RDSA LN) is projecting from 2023 onwards a significant gap between the future LNG demand and the existing supply including the capacity under construction that could require up to 100mtpa of new LNG project sanctions by 2023.

The race to gain market share in the projected LNG demand-supply gap has produced an aggregated capacity of proposed new projects of up to 475mtpa, a number larger than the total LNG traded volume in 2018 of 319mtpa and way above the capacity required to meet the future growth in LNG demand.

Exhibit 1: Funnel of proposed LNG projects getting bigger

Source: Energy Market Square, interpretation of data from Shell LNG Outlook 2019, public filings. Higher probability rating depending on oil majors backing, level of offtake agreements, positive news flow catalysts (e.g. regulatory approval, equity financing, EPC agreements). Demand projection assumes 90% capacity utilization. Bubble size proportional to project capacity.  The position of the bubbles within the probability ranges is random.

Get Straight to the Source on Smartkarma

Smartkarma supports the world’s leading investors with high-quality, timely, and actionable Insights. Subscribe now for unlimited access, or request a demo below.



Brief Australia: China – Eurozone Negative Feedback Loop. and more

By | Australia

In this briefing:

  1. China – Eurozone Negative Feedback Loop.

1. China – Eurozone Negative Feedback Loop.

Historically, Germany and China have depended on exports to lead growth. With the US unwilling to play the role of consumer of last resort and being determined to limit its current account deficit,  this avenue is not available anymore. In the absence of a rethink by German policy makers as to how to make German growth more self -sustaining a deflationary feedback loop is developing between the EU and China. 

Get Straight to the Source on Smartkarma

Smartkarma supports the world’s leading investors with high-quality, timely, and actionable Insights. Subscribe now for unlimited access, or request a demo below.



Brief Australia: Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO and more

By | Australia

In this briefing:

  1. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO
  2. M&A: A Round-Up of Deals in March 2019
  3. Bull Or Bear? Latest Global Liquidity Readings
  4. Risk of Future LNG Supply Glut as Bubble of New Projects Grows
  5. The Dollar IS the Story; Gold Confounds, A Brexit Rabbit Hole; EUR Punished

1. Last Week in GER Research: Lyft, Rakuten, Lynas, Yunji IPO, Xinyi IPO and Ruhnn IPO

Below is a recap of the key analysis produced by the Global Equity Research team. This week, we update on Lyft Inc (LYFT US) now that it is below its IPO price and remind of the potentially muted impact for strategic holder Rakuten Inc (4755 JP). On the M&A front, Arun digs into the conditional deal for Lynas Corp Ltd (LYC AU) from Wesfarmers Ltd (WES AU). With regards to IPO research, we initiate on e-commerce player Yunji Inc. (YJ US) and solar company Xinyi Energy Holdings Ltd (1671746D HK) while we update on the IPO valuation of Ruhnn Holding Ltd (RUHN US)

In addition, we have provided an updated calendar of upcoming catalysts for EVENT driven names below. 

Best of luck for the new week – Arun, Venkat and Rickin

2. M&A: A Round-Up of Deals in March 2019

For the month of March, ten new deals were discussed on Smartkarma with an overall deal size of US$22.3bn.

Clicking on the company name in the table below will take you to the entity page where you can see insight(s) written by Smartkarma contributors.

New Deals
Industry
Deal
Size (US$m)
Deal
Type
Premium
Australia
Real Estate Development
197
Scheme
12.0%
Research & Consulting
100
Scheme
22.7%
Diversified Metals & Mining
1,063
Scheme
44.7%
Hong Kong
Construction & Engineering
1,300
MGO
14.5%
Clean Energy
596
Scheme
41.9%
India
IT Consulting and Other Services
754
Open Offer
4.0%
Vietnam
Pharmaceuticals
146
Off-Mkt
3.5%
Europe
 
 
 
Interactive Media and Services
5,249
Off-Mkt
10.9%
US
 
 
 
Semiconductor Equipment
5,900
Off-Mkt
15.9%
Construction Machinery
7,040
Merger
13.0%
Source: Company announcements

Blackstone and Hellman & Friedman made a proposal for Scout24 AG (G24 GR) in mid-January – which was rejected by the board – and subsequently returned with an improved offer which was then supported. The deal was first written on after the Tender Offer was officially launched in March.

The average premium to last close for the new deals announced in March was 18%, while the average for the first quarter of 2019 is 33%.


Brief Summary of News in March of Arb Situations On Smartkarma’s Radar

(again, click on the company names to take to you to the insights and/or discussion posts)

Australia

Comments (with links)

McMillan announced on 20th March 2019, that they will not be able to complete the proposed scheme. Eclipx said it would sell two divisions (Grays and Right2Drive) and use the proceeds to pay down corporate debt.

No March Updates
On 19th March 2019, Healthscope announced that they had received FIRB approval for the scheme. The Offer docs have been pushed out to the 24 April so as to incorporate the Scheme and Takeover Documents into a single integrated booklet
On 4th March 2019, Manikay Partners LLC and its affiliates filed a notice that they had increased their holding in MYOB to 9.99%, and submitted a letter that asserted that the board should reconsider their recommendation of the KKR offer. However, on 6th March MYOB’s Board, mentioned in their announcement, that they continue to recommend the offer. MYOB’s shareholders will be able to vote for the proposal at the Scheme meeting which will be held on 17th April 2019, as set out in the announcement on 14th March 2019. A Scheme Update on 20th March, stated that the all cash consideration of A$3.40/share, was KKR’s best and final offer
On 21st March 2019, Navitas entered a Board Recommended Scheme Implementation Deed with BGH. 
On 8th March 2019, a letter was released to Ruralco’s shareholders that confirmed the details of the offer, and that the Board of Ruralco unanimously recommends the Scheme.
On 13th March 2019, the Board of Sigma announced that following their review of the proposal submitted by API, they conclude that it is not in the best interest of the shareholders. 

China

Comments

On 18th March 2019, an announcement was released stating that Sichuan Swellfun has engaged Citic Securities as their advisor for Diageo’s offer. 

Hong Kong

Comments (with links)

The Composite Document for the deal was dispatched on 20th March 2019. 
It was announced on 5th March 2019, that permission has been granted to extend the time for the despatch of the Composite Document to 2nd April 2019, in order for the offeror to consider the 2018 annual results of Xingfa.
No March Updates
The resolution to approve the Sheme was approved by the Shareholders at the Court Meeting held on 21st March 2019. 
No March Updates

India

Comments (with links)

No March Updates
No March Updates

Japan

Comments (with links)

Faurecia announced on 1st March 2019, that they were able to successfully complete their Tender Offer for Clarion. 95.28% of Clarion shareholders had tendered their shares. 
On 8th March 2019, Descente released an opinion on the Tender offer, which said they continue to oppose the offer. The results of the tender offer was released on 15th March 2019 – Itochu planned on buying 7.21million shares out of the 75.37mm shares which bear voting rights (as of the commencement of the Tender), and 15,115,148 shares were tendered, which led to a pro-ration rate of 47.7%. The president will be replaced with the president of Itochu Textile.
On 19th March 2019, SCSK Corp announced that they had managed to acquire 1.947mm shares of Jiec Co Ltd in the tender offer taking them to 97.90%.
No March Updates
On 8th March 2019, an announcement was released, which stated that the offer was bumped up to  ¥ 700/share, from  ¥ 610/share, and the offer close date was extended to 25th March 2019, with the commencement of settlement being 29th March 2019. On 18th March, Yoshiaki Murakami-associated companies announced they had raised their stake above 10%, at a price higher than the ¥ 700/share final tender offer price. On 20th March, Minami Aoyama Fudosan – another Murakami-associated company – announced a Tender Offer for a minimum of 50.00% of Kosaido (and up to 100% of the shares out) at ¥750/share (and announced they had bought more bringing their stake to 13.47% in total). On 25th March 2019, Bain extended their tender offer from 25th March to April 8th. 
ND Software published an announcement on 8th March 2019, that the base date for shareholders eligible to vote at the EGM, will be the 31st March 2019.
A Reuters article on 3rd March 2019, mentioned that Tencent, Kakao Corp, Bain Capital, MBK Partners, and an unidentified private equity firm are the five bidders that have been shortlisted by Nexon, as reported by the Korea Economic Daily newspaper. Netmarble Corp was not offered a position among the bidders, but is said to have formed a consortium MBK Partners. 
On 8th March 2019, Pioneer announced that they had completed the payment for issuance of new shares through a third party allotment. 
No March Updates

SCSK Corp announced on 19th March 2019, that they gained 94.76% of the shares of Veriserve Corp in the tender, which will mean an immediate push to squeeze out minorities.

New Zealand

Comments (with links)

On 7th March 2019, Trade Me announced that the high court had approved the special meeting for shareholders to vote on the Apax proposal. The Independent Advisers’ assessed a fair value between NZ$5.93 and NZ$6.39 per share, below Apax’s offer of NZ$6.45 per share. On 11th March the company announced that the special meeting for the shareholders to vote will be held on 3rd April 2019. The scheme booklet was released on the Trade Me website on 13th March 2019, which was ciculated among shareholders on 19th March.  

Singapore

Comments (with links)

Ascendas-Singbridge Pte Ltd
No March Updates
The offer closed on 15th March 2019, with 95.83% of the issued share capital of Courts Asia. The remaining shares will be acquired through a compulsory acquisition at the final offer price of S$0.205/share. It was also announced that the last day of trading of the stock would be 15th March 2019, with the stock being suspended from 18th March 2019.
On 6th March 2019, it was announced that the offeror had acquired 72.89% of the total number of shares, and held 92.20% of the shares of M1 Ltd, and that Konnectivity launched an offer to acquire the remaining shares not tendered in by 18th March 2019. On 18th March 2019 at the close of the offer they had managed to acquire an aggregate of 94.55% of shares.
On 18th March 2019, it was announced that the scheme meeting will be held on 2nd April 2019.

South Korea

Comments (with links)

No March Update

Taiwan

Comments (with links)

On 6th March 2019, Hitachi announced that they had decided to extend the period of the public tender offer (originally from January 17, 2019 to March 7, 2019) to April 22, 2019. There was news that there would be an EGM (called by a dissenting director) on April 18th designed to renew the board of directors. On 22nd March 2019, Hitachi had amended the Public Purchase statement by raising the Purchase Price to NT$65/share.

Thailand

Comments (with links)

Delta published a document which included amendments to the Conditional Voluntary Tender Offer on 1st March 2019, which confirmed that the Bt 71.0/share, will be the final offer, and that the offer is expected to close on 1st April 2019. The independent financial advisers opinion was published on 14th March 2019, recommending the offer. 9.12% of shares out have tendered into Delta’s Offer, bringing the Offeror’s total holding to 30.05% as at 26 March.
The purchase price of the offer was adjusted to Bt91.9906/share, from Bt94.892/share, according to the announcement released on 11th March 2019.
No March Updates
No March Updates

UK

Comments (with links)

The scheme document was published on the 8th March 2019.
The Mastercard offer for Earthport lapsed on 8th March 2019, as the acceptance condition was not satisfied. On 13th March 2019 Visa’s offer had been extended to 30th April 2019. As at 12th March 2019 Visa had 41.02% of the issued ordinary share capital of Earthport, which counted towards satisfaction of the acceptance condition to the Offer.
The Scheme Booklet was published on 1st March 2019, following which a bump in the offer to £0.575 from £0.55, was announced on 20th March 2019. 
On 8th March 2019,  the Bidder announced that the Competition Commission of South Africa had granted unconditional approval for the acquisition, thus satisfying one of the conditions of the Scheme. 

Europe

Comments (with links)

The final results of the Tender Offer, which closed on 7th March 2019, was released on 12th March 2019, according to which the offeror had managed to acquire 94.98% of all the shares. The offeror then opened a subsequent offer from 13th to 27th March in order to allow the remaining shareholders to tender in their shares. On 28th March 2019, the offeror announced that according to the preliminary results of the Subsequent Offer Period, the shares tendered represent approximately 3.13% of all the shares in Amer Sports. Together with the shares tendered during the Offer Period, the total shares acquired represent approximately 98.10% of all the shares. The consideration for the shares tendered during the Subsequent Offer Period, will be paid on or about 2nd April 2019.
On 4th March 2019, Nasdaq raised their offer to NOK 158/share (from NOK 152/share) to match the Euronext offer, reduced the minimum acceptance requirement to at least two-thirds of the shares of Oslo Børs (from more than 90%), and extended the offer period expiry to 29th March 2019 (from 4th March 2019), as well as the drop dead date to the date which is the later of: (i) March 4, 2020; and (ii) the date which is sixty days after the Euronext Offer lapses, closes or is withdrawn. It was also announced that shareholders representing more than 1/3 if the shares in Oslo Børs have reaffirmed their support for Nasdaq’s offer. 
On 14th March 2019, the provisional interim results of the tender offer was released. It stated that 78.69% of the CEVA Shares to which the Tender Offer relates were tendered in, which results in CMA CGA holding 89.47% of share capital. A subsequent offer was made to acquire the remaining shares, running from 20th March to 2nd April 2019. 
On 5th March 2019, Panalpina announced that an extraordinary general meeting will be held on 5th April 2019 to vote on a “one share one vote” scheme to replace the current cap on holdings over 5%. All major shareholders who would see their voting rights increase have come out against it because they want to see the Ernst Gohner Foundation have their voting rights come down. ISS and Glass Lewis have both come out against the proposal. A couple of minor European proxy solicitors and agents have come out in favor.

Late Sunday night it was reported by Bloomberg that DSV had improved its offer once again and that the Foundation had agreed to the sweetened bid of 2.375 DSV shares per Panalpina share, worth CHF 195.8

3. Bull Or Bear? Latest Global Liquidity Readings

Weekchart

  • Global Liquidity bottoming out, but Central Banks not yet easing
  • US Fed only withdrew $30bn in Q1, versus $350 bn in Q4
  • PBoC still tightening through OMOs
  • ECB  on ‘pause’
  • QE4 is coming in 2019, but no evidence it has started yet

4. Risk of Future LNG Supply Glut as Bubble of New Projects Grows

Demandgapshell

The rapidly improving outlook in the LNG industry over the last few years, reinforced towards the end of 2017 by the unexpected growth of demand from China, has set off a proliferation of new LNG projects especially from the US (Exhibit 1).

In its latest LNG Outlook report, Royal Dutch Shell (RDSA LN) is projecting from 2023 onwards a significant gap between the future LNG demand and the existing supply including the capacity under construction that could require up to 100mtpa of new LNG project sanctions by 2023.

The race to gain market share in the projected LNG demand-supply gap has produced an aggregated capacity of proposed new projects of up to 475mtpa, a number larger than the total LNG traded volume in 2018 of 319mtpa and way above the capacity required to meet the future growth in LNG demand.

Exhibit 1: Funnel of proposed LNG projects getting bigger

Source: Energy Market Square, interpretation of data from Shell LNG Outlook 2019, public filings. Higher probability rating depending on oil majors backing, level of offtake agreements, positive news flow catalysts (e.g. regulatory approval, equity financing, EPC agreements). Demand projection assumes 90% capacity utilization. Bubble size proportional to project capacity.  The position of the bubbles within the probability ranges is random.

5. The Dollar IS the Story; Gold Confounds, A Brexit Rabbit Hole; EUR Punished

  • The dollar IS the story
  • EUR punished for negative yields
  • Chasing Brexit down a rabbit hole
  • Gold confounds
  • Bitcoin at an interesting juncture

The fact that the dollar has strengthened despite the dovish turn at the Fed this year and the significant fall in US rates and bond yields has confounded many analysts.

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