Australian Pharma Indus (API AU), a pharmaceutical wholesaler, has lobbed an indicative cash-scrip proposal for its competitor, Sigma Healthcare (SIG AU). Under the proposal, Sigma shareholders would receive 0.31 API shares and A$0.23 cash for each Sigma share, implying $0.686 per Sigma share. If the proposal is successful, API/Sigma shareholders would own 63%/37% of the merged API-Sigma.
Unsurprisingly, API believes its proposal delivers fair value to both API and Sigma shareholders. However, our analysis suggests that Sigma shareholders need a bump for the bid to cross the finish line.
There are seven stocks which were promoted/reassigned from TSE2, MOTHERS, and JASDAQ in November 2018 leading to the same seven stocks being included in TOPIX at the end of December.
A couple are decently largecap. Most are smaller.
A good question to ask when looking at these stocks might be… What Really Happens Around TOPIX Inclusions?
Having traded them for much of the last 20yrs, I had my hypotheses, and had done studies over the years for my own purposes, but I had not done a study recently. To check my personal hypotheses I tested 340+ TOPIX inclusions over the past five years.
There are patterns to the history of trading these events which are worth a look. Some of the patterns are reasonably interesting.
Specialty steel maker Nisshin Steel (5413 JP) is slated to merge with parent company Nippon Steel & Sumitomo Metal (5401 JP) as of January 1, 2019. For that, Nisshin Steel will be delisted on December 26th (i.e. the last day of trading is the 25th) and that means the Nikkei Inc was obliged to choose a replacement to take Nisshin Steel’s place in the Nikkei 225 and other indices.
The only one which matters is the Nikkei 225 (the other two have tiny tracking), and this is not a huge index trade as both Nisshin Steel and DIC are deemed 500 yen par value stocks.
This is an event one could “miss.”
And it will happen on Christmas Day, after a long weekend for Japan traders.
It has been a huge Q4 for Japan capital markets and banking, and the result is some fat fees for global investment bankers on the Takeda/Shire deal, and a Softbank Corp IPO which I’d be totally OK not owning. A result of this activity is the fun in index land.
Late last week, Australian media reported that preliminary discussions were underway between NineEntertainment Co Holdings (NEC AU) and Macquarie Radio Network (MRN AU)’s second-largest shareholder, John Singleton. This development is not entirely unsurprising, just that formal discussions were deferred until the Nine/Fairfax Media (FXJ AU) merger was formally completed.
In July, Nine and Fairfaxentered into a Scheme Implementation Agreement in which the two companies would merge (albeit a Nine takeover) via a cash/scrip structure, in an A$4bn deal, creating Australia’s largest integrated media player. This included the acquisition of Fairfax’s 54.5% stake in MRN. The scheme was implemented on the 7 December. I discussed the merger in my insight Nine & Fairfax – Integrated Advertising.
In an interview with The Daily Telegraph last month (paywalled), John Singleton confirmed that he was ready to sell his 32% stake in MRN as he was not interested in being a small player in a big operation.
The Australian (paywalled) is reporting that Nine has offered $2/share (a 9.3% premium to the closing price of A$1.83 on December 4th), with Singleton believed to be holding out for $2.15/share. In a further twist, Alan Jones, with 1.27% of MRN, is understood to have certain conditions/clauses attached to that stake should Singleton sell, which may make an offer tabled by Nine potentially untenable.
For its part, Nine has confirmed it has held preliminary discussions regarding the outstanding shares, and further announcements will be made by Nine should these discussions progress to a transaction. MRN is currently trading at ~$1.90/share.
If ever there was a stub business that is poised to capitalize on global trends of factory automation, automated logistics handling and electric vehicle prevalence, it is that of Toyota Industries (6201 JP). In August, I took an in-depth look at the major businesses of Toyota Industries and concluded that the market was not giving the company credit for the global leadership it has established in the forklifts and automobile A/C compressor businesses, nor for the progress it has made in the logistics equipment business. While the market’s oversight appeared to have corrected in September and October as the discount to NAV contracted from 34% to 25%, the trend has since reversed and the discount is back at trough levels of 35%. In August, I implied that this would be a good trading opportunity. Today, I explicitly recommend going long the stub.
In this insight I will cover:
A market-neutral trade setup
A review of the core unlisted businesses
Alternative data used to gauge performance in the core business
Risks of the trade
A recap of ALL my stub trade ideas on Smartkarma, including track record of performance
Shorting on Tire has softened in the last two trading days. No yearend dividend boosting effect is expected on Holdco. Holdco discount isn’t particularly high. Price ratio is well above yearly avg. I’d close this position now at a 6.07% yield.
BGF Co Ltd (027410 KS) / Bgf Retail (282330 KS) stub trade is at a 4.38% loss. Price ratio is still well below -1 σ. It is actually at a new yearly low. Holdco discount now stands at 48.55% to NAV.
Holdco price discount is too harsh. It’d be too tempting to pass up. An estimated 1.5~2%p difference in dividend yield must be pushing up price ratio soon.
I still believe below -1 σ wouldn’t last for as long as it used to. I’d hold onto this position a bit longer with a 10% loss cut.
HDC Holdings (012630 KS) / HDC-OP (294870 KS) stub trade yield is now 0.38%. Price ratio is still below -1 σ. It is close to yearly low. Holdco discount now stands at 47.92% to NAV.
The major shareholder Chung Mong-kyu bought an additional 0.63% stake for ₩16.1bil from Dec 6~10. I didn’t expect it. But it now seems that the owner buying factor is truly over.
I’d wait a bit longer to capitalize on this newly developed situation. Price ratio is close to yearly low. Yearend dividend factor should be helping the situation.
Hitachi Ltd (6501 JP) announced the acquisition of an 80.1% stake in ABB Ltd (ABBN VX)’s power grids business for $6.4 billion. ABB will retain the remaining stake in the divested unit, which is valued at an EV of $11 billion. ABB’s power grids is a global #1 player and makes transformers, long distance electricity-transmission systems and energy storage units.
Setting aside the huge cultural and integration challenges, we believe that Hitachi’s acquisition of ABB’s power grids is a bold but a risky move.
As share class trades go, Discovery has presented several opportunities over the years to take advantage of index changes, corporate events, and a management that has aggressively repurchased nonvoting DISCK shares versus voting DISCA shares.
Satellite companies attempting to convince the Federal Communications Commission to allow them to sell C-band spectrum they license from the U.S. have begun talks to secure customers, sources told CTFN.
In our Discover HK Connect series, we aim to help our investors understand the flow of southbound trades via the Hong Kong Connect, as analyzed by our proprietary data engine. We will discuss the stocks that experienced the most inflow and outflow by mainlanders in the past seven days.
We split the stocks eligible for the Hong Kong Connect trade into three groups: those with a market capitalization of above USD 5 billion, those with a market capitalization between USD 1 billion and USD 5 billion, and those with a market capitalization between USD 500 million and USD 1 billion.
Friday morning, wholesale and retail pharmacy health/beauty and lifestyle products operator Australian Pharmaceutical Industries (API AU) announced that it had become a substantial shareholder in wholesale and retail pharmacy health/beauty and lifestyle products operator Sigma Healthcare Ltd (SIG AU) by purchasing 137.26mm shares. Roughly 52.5mm of those shares were purchased between A$0.53 and A$0.63/share between 5 September (the day before the half-year report came out) and 10 October and the other ~84.8mm shares were purchased Thursday 13 December at A$0.64, bringing the total position to 12.95%.
It turns out that on 11 October, API made an indicative non-binding proposal to Sigma through a Scheme of Arrangement whereby Sigma shareholders would receive 0.31 shares of API and A$0.23 in cash for each share of Sigma held.
That offer is now made public.
Worth A$0.686 per Sigma share as of announcement, the Indicative Proposal comes at a 69% premium to the close of trading on 13 December and a 46.8% premium to the one-month average. It is, however, a 10% premium to where API was buying shares on market in September and October. API shares were up a further 8+% on Friday, lifting terms further.
Sigma traded up 43% Friday to A$0.58 against terms which are now ~A$0.723, so there is still 24.7% upside to terms and there might be further upside on further synergy bullishness.
The Scheme Proposal is based on publicly available information, is subject to a number of conditions precedent, ACCC approval, due diligence, and confirmation of what they see as cost synergies.
This deal is somewhat opportunistic after recent troubles at Sigma, and I expect the ongoing strategic review at Sigma (assisted by Accenture) will come out saying that on a standalone basis after fixing itself up it is worth more than where it has been trading. The question is whether a merger would accelerate both the internal efforts at Sigma and improve competitiveness through cost synergies.
Allan Gray was the seller of the 8% stake yesterday it appears. The CIO is quoted in the API announcement as saying they support consolidation in the pharmaceutical wholesaling sector and are “positively disposed to efforts to expedite this consolidation.” They support it to such an extent that they decided to cut in half their participation in the economics of such efforts at expediting this consolidation.
First time indicative opportunistic offers in Australia can be an arbitrageurs’ graveyard.
1P (005385 KS) was supposed to make a catchup move yesterday relative to 2P (005387 KS). But it didn’t. Price ratio is currently well below -1 σ. Div yield difference is at 0.53%p. This is close to yearly high. At this level, 1P has no other way but to catch up with 2P.
In my previous insight, I suggested holding onto 1P/2P long/short position. This trade hasn’t performed well. We are at a 5.07% loss at yesterday’s closing. I’d still hold onto this position for the same reasonings as before.
Tricky one is the recently announced hydrogen cell investment. This may be seen as something boosting Common and likely 2P. Hydrogen cell investment should rather be considered as a signal that the HMG-government relation has vastly improved. This suggests that the restructuring may get accelerated. Anything positively affecting the restructuring should be positive on 1P.
Wonik IPS (240810 KS) / Wonik Tera Semicon (123100 KS) merger got shareholder approval yesterday. Spread now stands at 4.28%. Spread peaked at 5.12% on Dec 12. Dividend-adjusted spread is 4.17%.
Tera Semicon is a bit of a concern. Its stock purchase price is 1.38% higher than current price. Worst case would be half of the minority shareholders claiming rights. Even if so, this would be less than ₩60bil. The company is liquid enough to absorb it.
Local institutional arb traders have been seen doing this trade, at least partly. I’d make this trade when spread widens to 5~6%. I expect it to get to this level very soon.
This share class monitor provides a snapshot of the premium/discounts for various share classifications around the region, and comprises four sets of data:
Australian Pharma Indus (API AU), a pharmaceutical wholesaler, has lobbed an indicative cash-scrip proposal for its competitor, Sigma Healthcare (SIG AU). Under the proposal, Sigma shareholders would receive 0.31 API shares and A$0.23 cash for each Sigma share, implying $0.686 per Sigma share. If the proposal is successful, API/Sigma shareholders would own 63%/37% of the merged API-Sigma.
Unsurprisingly, API believes its proposal delivers fair value to both API and Sigma shareholders. However, our analysis suggests that Sigma shareholders need a bump for the bid to cross the finish line.
There are seven stocks which were promoted/reassigned from TSE2, MOTHERS, and JASDAQ in November 2018 leading to the same seven stocks being included in TOPIX at the end of December.
A couple are decently largecap. Most are smaller.
A good question to ask when looking at these stocks might be… What Really Happens Around TOPIX Inclusions?
Having traded them for much of the last 20yrs, I had my hypotheses, and had done studies over the years for my own purposes, but I had not done a study recently. To check my personal hypotheses I tested 340+ TOPIX inclusions over the past five years.
There are patterns to the history of trading these events which are worth a look. Some of the patterns are reasonably interesting.
Specialty steel maker Nisshin Steel (5413 JP) is slated to merge with parent company Nippon Steel & Sumitomo Metal (5401 JP) as of January 1, 2019. For that, Nisshin Steel will be delisted on December 26th (i.e. the last day of trading is the 25th) and that means the Nikkei Inc was obliged to choose a replacement to take Nisshin Steel’s place in the Nikkei 225 and other indices.
The only one which matters is the Nikkei 225 (the other two have tiny tracking), and this is not a huge index trade as both Nisshin Steel and DIC are deemed 500 yen par value stocks.
This is an event one could “miss.”
And it will happen on Christmas Day, after a long weekend for Japan traders.
It has been a huge Q4 for Japan capital markets and banking, and the result is some fat fees for global investment bankers on the Takeda/Shire deal, and a Softbank Corp IPO which I’d be totally OK not owning. A result of this activity is the fun in index land.
Amer Sports Oyj (AMEAS FH)announced (ANTA’s is here) an Offer at €40/share (a 39% premium to the undisturbed price of 10 September 2018), and announced that the Board of Directors of Amer Sports has decided to unanimously recommend that Amer Sports’ shareholders accept the Tender Offer. Several major shareholders holding 7.91% have irrevocably undertaken to tender, and Maa-ja vesitekniikan tuki r.y., who hold ~4.29%, have expressed that they view the Tender Offer positively. ANTA indirectly holds 1,679,936 shares (1.4%) as well.
ANTA and consortium appear to have the funding. As suspected and discussed in the original doc, FountainVest is a fair bit smaller than 50%. The equity stakes are, indirectly, 57.95% ANTA, 15.77% FountainVest, 5.63% Tencent Holdings (700 HK), and 20.65% Anamered Investments (Chip Wilson’s vehicle). There is a Shareholders’ Agreement which allows FountainVest the right to effect a Trade Sale if a “Qualified IPO does not take place within 5 years”, which seems reasonable. This effectively means that the company will be put up for sale in 5yrs.
It should be 11.5 weeks from Monday to Tender Offer completion, with 81-83 days between trade settlement and payment for Tender shares. That is ~27.1% annualized as of Friday’s close. This spread should drop at least by half after the Tender Launch scheduled for 20 December. Anti-trust and other authorities’ approval will be required. If ANTA gets over 90% of the shares, they intend to commence mandatory redemption (squeezeout) proceedings.
It should be noted that this deal offers significant leverage to ANTA and even more to the minority investors. ANTA is effectively collateralizing some LBO debt with its own earnings. As ANTA will not consolidate, the only way to see the numbers will be to look through the affiliate income. The saving grace here for everyone may be that it is remote from ANTA, which means transfer pricing will be carefully watched.
NHK reported JDI was in talks to sell about a 33% stake to a Chinese consortium for $440m (probably ¥50bn) which would value the company at about 3.5x (at the time) its current market cap. INCJ is also, apparently, considering support. These moves would go a long way toward restoring the company’s beaten-up balance sheet and the cost cuts should allow the company to survive – although Apple’s struggles still cast a shadow on a return to a strong level of profitability. JDI’s share price shot up 34.6% on the news on Friday.
JDI’s massive share price drop since its listing has been due to its weakened balance sheet and a slow shift to OLED, which this reported funding will go some way to addressing. Mio Kato, CFA‘s view is that JDI has some very promising businesses and the company is undervalued.
JDI still has an unhealthy over-dependence on Apple but they are doing everything they can to dilute the influence, increasing automotive display sales at double-digit rates and maintaining and growing their top market share in that segment, as well as producing more VR and notebook LTPS screens.
There still remains excess capacity in the industry due to Chinese government subsidies for display panel manufacturers and an over-ambitious build-out of both LTPS and OLED capacity. This is not going to improve drastically anytime soon but some of the planned OLED capacity expansions are being pushed out and much of the LTPS capacity increases have already been completed.
After Pioneer revealed in September it had sold its Tohoku Pioneer subsidiary to Denso Corp (6902 JP) for ¥10.9bn, it announced an MOU with Barings and went into debt to them. That seemed like “the end of the line” for the company. Pioneer needed a sponsor, but it was going to stay listed. Last week,Pioneer announced a “Partnership” with Baring Private Equity Asia which is a revitalization plan of ¥102bn. The deal offers minority shareholders an exit. The announcement does not mention investors are effectively being asked to approve their own squeezeout at 25% below the last price.
In the deal as presented, shareholders are being asked to approve an exit price 75% below 52-week highs which came AFTER the capital reduction in summer 2017, and after the sale of assets earlier this year, sell their shares at roughly one-third of existing book value per share, and sell its 3D LiDAR business and technology for… zero.
There are caveats. ALL of Pioneer’s net equity is intangibles. It has payables higher than receivables as of the end of September, and ¥25bn in net debt (increased by the ¥25bn lent by Baring). The company has roughly 2.5x EBITDA in inventory, and in a company which is losing money by being in business, inventory as marked is not as good as cash. The company has close to ~¥30bn in underfunded pension liabilities.
Travis does not expect a public activist outcry. Activists who wanted to buy into this have already done so. Any who do going forward have no vote because the record date for the vote was 7 December.
On December 3rd, the boards of both Hindustan Unilever (HUVR IN) (“HUL”) and GlaxoSmithKkine (“GSKCH”) approved a merger (subject to regulatory and shareholder approval) – at an exchange ratio of 4.39 HUL shares for every 1 GSKCH share – in a £3.1 bn deal. Combining with GSKCH should see HUL leapfrog both Britannia Industries (BRIT IN)and Nestle India (NEST IN)in food and refreshment revenue, and put it roughly on level pegging with ITC Ltd (ITC IN).
Approvals should be a foregone conclusion. With neither Unilever or GSK required to abstain, the 75% shareholder approval threshold is all but a lock. GSKCH’s shareholders get the benefit of HUL’s vast distribution network, while HUL gets a better understanding of the pharma channel.
Regulatory approval should not be an issue. 90% of cases handled by India’s anti-trust body CCI have been approved without the requirement for any modification. There is minimal overlap here – this is HUL’s big splash to build a sustainable and profitable food and refreshment business in India. Greater opposition would be expected if either BRIT, NEST or ITC made a tilt for GSKCH.
The transaction should be completed in one year, subject to regulatory and shareholder approvals. It’s a long-dated, but low-risk deal. Expect the tight spread to remain tight – this deal may close faster than the “expected” one-year timeframe.
Red Hat has set a meeting date of January 16, 2019 for shareholders to vote on the merger agreement withIntl Business Machines (IBM US), and related matters. Red Hat also set a record date of December 11th, 2018 for shareholders entitled to vote on the deal.
The fact the meeting date has been set means the SEC chose not to review the merger proxy (a less common occurrence than a review) and notified the companies of this decision within the expected 10 calendar days.
While the Company issued the press release, a new proxy has not yet been filed. John DeMasi expects we will see a definitive merger proxy filed within the next few days. Since the HSR U.S. antitrust 30 day waiting period will not expire until December 21st, he doesn’t expect an update on HSR in the definitive proxy, and it still appears the EC Competition filing has not been made according to the EC website.
John believes the deal is still on track for a Q2/Q3 2019 close and believes the risk/reward looks attractive here.
Reportedly, preliminary discussions are underway between NineEntertainment Co Holdings (NEC AU) and MRN’s second-largest shareholder, John Singleton. This development is not entirely unsurprising; it appears formal discussions were deferred until the Nine/Fairfax Media (FXJ AU) merger was formally completed (which occurred on 7 December). Nine acquired Fairfax’s 54.5% stake in MRN in the merger, discussed in my insight Nine & Fairfax – Integrated Advertising.
Also reported in the press, Nine has offered $2/share (a 9.3% premium to the closing price of A$1.83 on December 4th), with Singleton (a willing seller) believed to be holding out for $2.15/share. In a further twist, Alan Jones, with 1.27% of MRN, is understood to have certain conditions/clauses attached to that stake, which may make an offer tabled by Nine potentially untenable.
MRN was trading between A$1.20 and A$1.60 during the first half of the year. Following the announcement of the Nine-Fairfax merger in July, the share price reached a high of A$2.18. While the expected offer price of A$2.00 is 8.3% lower than this lifetime high, it is still 26% higher than the stock’s undisturbed price of A$1.59 before the Nine-Fairfax merger deal was announced.
Nine is interested in mopping up shares in MRN it does not already own. John Singleton is a seller, at the right price. Nine’s CEO Hugh Marks is keen to move quickly, not just taking full control of MRN, but also divesting assets that do not focus on digital subscriptions, mass audiences andnational advertisers. It’s now a question of how much Nine is willing to pay, and the added benefits therein to Nine from a privatisation compared to its current majority and consolidating stake.
While Inc and Healthcare are not cross-linked by any shareholding, Healthcare is ostensibly Celltrion’s internal sales arm. Their fundamentals and prices should be (& are) highly correlated.
Sanghyun initiated a pair trade (short Celltrion / long Healthcare) on Oct 22. The ongoing FSS investigation is hammering both, Healthcare more so as it is more directly exposed. But given what happened to Samsung Biologics Co., (207940 KS), it is very unlikely that this will be a serious risk.
Sigma Healthcare had seen its share price fall 70% in 18 months after its relationship with MyChemist/Chemist Warehouse went sour in 2017, then their existing contract was not renewed for post-June 2019. This appears to be because Sigma did not want to continue trading under overly-generous (to MC/CW) terms and capital usage.
In September, API started buying shares in Sigma Healthcare on the market when they were down by half from the July 2017 news, buying just under 5% before approaching Sigma with an Indicative Proposal to Merge in a Scheme. Sigma responded saying it was willing to engage with API, but API did not respond in the subsequent months it appears. Thursday API bought half of Allan Gray’s stake to lift its own stake to 13.95%, then it publicly announced the same Indicative Proposal.
So now we wait. There is a business review in progress. Full year results for Sigma are due in March. ACCC clearance may take until mid-year.
The deal is at a nice premium – 46.8% to the one-month average, and 69% to the day before. It was about 10% better than where API started buying.
But it may not be good enough. The deal offers some cash, but also offers expensive scrip. API appears to need this deal as much as some would say Sigma does.
Sigma is in the process of doing a zero-based full business review with Accenture and indications are that everyone thinks the company is worth a lot more than where it was trading last week.
This deal looks like it has a big premium but it may not be enough.
Huatai Securities Co Ltd (A) (601688 CH)(and Huatai H) announced that the CSRC had given the company approval to list up to (but not more than) 82,515,000 GDRs. The English language LSE announcement of the “Intention to Float” can be found here and here. Each GDR represents 10 A shares, that is up to RMB13.7bn at the (then) last traded price of the A shares prior to the announcement. If all the shares were issued that would be about 10% of the share capital of Huatai (pre-issuance). This GDR launches the London side of the London-Shanghai Connect. A prospectus is expected in the new year.
Assuming the GDRs trade similarly to the Hs, or even 1% of their maximum issuance quantity, and assuming they have a similar discount to the As as do the Hs, the GDRs will not likely trade more volume than the H Shares.
It is not clear WHY the GDRs would, over time, maintain a tighter discount to the A Shares than the H Shares would …. Except for the fungibility. Which may be the only reason to hold the GDRs at a 20% discount when you can get the H-shares at a 30+% discount. But the system may not be ready to handle GDR creation by mainland domestic investors trying to export capital, even at a discount.
The whole deal comes across as somewhat iffy. It is not clear why the deal needs to be done other than to fill a political need to get the ball rolling. But one wonders why the London-Shanghai Connect ball actually needs to be rolled.
Naspers’ recent underperformance against Tencent has resulted in the discount to NAV widening to near-on 12 months lows. While Naspers remains a function of what happens to Tencent, it offers potentially interesting long-term prospects.
This pseudo-venture capital company is taking steps to narrow the valuation gap via the reduction in its Tencent stake, the sale of successful investments (Flipkart and tbogroup), the listing of profitable entities (Multichoice), the investment in specific areas (classifieds, online retail, payments businesses and food delivery), working to reduce its exposure to the Johannesburg Stock Exchange, and perhaps pursue a dual listing outside of SA, such as Hong Kong. To me, Naspers’ risk profile appears attractive here.
New Street Research‘s Alastair Jones views the most recent Naspers results as broadly positive with continued progress in profitability from its e-commerce assets. He also believes that, given moves to unbundle the pay-TV assets in 2019, there is scope for the NAV discount to narrow. The current low/negative valuation for the unlisted assets ignores their significant value.
Curtis Lehnert recommends a Toyota Industries’ set-up at current levels which are in excess of -2 Standard Deviations below the long-term average, while Toyota Industries is trading at a 35% discount to his NAV – Toyota Industries’ stake in Toyota Motor accounts for 60%).
The group boasts the #1 global market share in forklifts with an estimated 20% market share. Toyota Industries’ closest competitor in the materials handling business is KION Group AG (KGX GR); however, Curtis estimates the market is implying 0.83x for these ops, 28% lower than Kion’s 1.15x.
Newton’s Three Laws of Motion And How They Pertain to Index Inclusions
Travis Lundy noted that Newton’s Third Law, commonly understood that for every action there is always an equal and opposed reaction, applies in some measure to index inclusions.
For every index upweight, there is an equal and opposite downweight.
Travis published his H/A Spread Monitor Project offering a brief look at recent changes in H-Share and A-Share spreads, Southbound flow and impact, and where the spreads are trading within their own historical ranges. My share class monitor provides a snapshot of the premium/discounts for 215 share classifications around the region. Ke Yan, CFA, FRM issued his Discover HK Connect series, to help understand the flow of southbound trades via the Hong Kong Connect.
The 1P (005385 KS)/ 2P (005387 KS) dividend yield difference of 0.53% is close to a year high. Of interest is the recently announced hydrogen cell investment, which may be considered a signal that the HMG-government relation has vastly improved. This potentially suggests that any HMG restructuring may get accelerated, which would be positive for 1P. (link to Sanghyun’s insight: Hyundai Motor Share Class: Time for 1P to Catch Up)
OTHER M&A UPDATES
Trade Me (TME NZ)and Apax Partners have entered into a scheme implementation agreement. Apax Funds have increased their offer price to $6.45/share (from $6.40) since the indicative proposal, following the completion of their due diligence. The Board has unanimously backed the offer. A booklet containing information relating to the scheme is expected to be mailed to Trade Me shareholders in March 2019. The Board expects that Trade Me shareholders will have the opportunity to vote on the scheme at a meeting in April 2019. If all the conditions are satisfied, the scheme is expected to be implemented in the second quarter of 2019. Hellman & Friedman was not expected to materially counter and promptly pulled out of the race.
Cityneon Holdings (CITN SP). West Knighton now has 98.6% of shares out and will move to compulsory acquire shares it does not own. The closing date has been extended until the 26 December.
Sinotrans Shipping (368 HK). As expected from the onset, shareholders approved the privatisation. Turnout was low – around 47.6% of shareholders entitled to vote, did so. Friday was the last day of trading. Cheques are expected to be dispatched on or before the 22 Jan 2019.
Stanmore Coal (SMR AU)‘s has released the Target Statement. The board continues to recommend shareholders reject the $0.95/share unsolicited Golden Investments. The IFA has a fair value range of $1.48-$1.90/share. Shares closed at A$1.04 on Friday.
CCASS
My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions. These may be indicative of share pledges. Or potential takeovers. Or simply help understand volume swings.
Often these moves can easily be explained – the placement of new shares, rights issue, movements subsequent to a takeover, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.
Hengan Intl Group (1044 HK), China’s leading sanitary towel and nappy producer, has been targeted by a short seller, Bonitas Research. Hengan has denied Bonitas’ allegations to which Bonitas has responded that Hengan’s response was weak and evasive. The shares have continued to slide suggesting that investors are less than convinced with Hengan’s rebuttal.
The aim of our note is to analyse alternative financial metrics to judge if Bonitas’ allegations are groundless or have some substance. Overall, our analysis suggests that Bonitas’ claims have some substance and investors should not be so quick to dismiss them.
I initiated a pair trade (short Celltrion / long Healthcare) on Oct 22. Yield peaked at 16.66% on Nov 22. It now stays at 8.75%.
The ongoing FSS investigation is hammering both. Healthcare is hurting a bit more because it is more directly exposed. The market is overreacting to it. Given what has happened to Samsung Biologics Co., (207940 KS), it is very unlikely that this will be a serious risk.
I’d hold onto this position longer to regain a mid-teen yield. Current ratio is slightly above 20D MA, but still below yearly median.
Healthcare’s KOSPI move is still lurking. Temasek’s Healthcare selling was done lately. Celltrion merger is also rising to the surface. We have more factors pushing up the ratio in favor of Healthcare.
As discussed in my previous research piece, Red Hat (RHT US) Files Preliminary Merger Proxy for Its Acquisition by IBM (IBM US) , the timing of the shareholder vote to approve the merger with IBM would depend on the SEC’s review of the draft merger proxy filed on November 30, 2018. Red Hat has now set a meeting date of January 16, 2018. In this update I discuss the latest implications.
Trade Me (TME NZ), the largest online auction platform operating in New Zealand, has entered into a scheme implementation agreement with Apax Partners. Apax Partners has upped its bid for Trade Me from NZ$6.40 to $6.45 a share, to match Hellman & Friedman’s bid.
Hellman & Friedman has until the shareholder vote scheduled for April 2019, to make a binding offer which is superior to Apax Partners, according to press reports. While Hellman & Friedman will likely have one last roll of the dice with an improved bid, we continue to believe that that the formal “winning” bid is unlikely to present a material bump.
Late last week, Australian media reported that preliminary discussions were underway between NineEntertainment Co Holdings (NEC AU) and Macquarie Radio Network (MRN AU)’s second-largest shareholder, John Singleton. This development is not entirely unsurprising, just that formal discussions were deferred until the Nine/Fairfax Media (FXJ AU) merger was formally completed.
In July, Nine and Fairfaxentered into a Scheme Implementation Agreement in which the two companies would merge (albeit a Nine takeover) via a cash/scrip structure, in an A$4bn deal, creating Australia’s largest integrated media player. This included the acquisition of Fairfax’s 54.5% stake in MRN. The scheme was implemented on the 7 December. I discussed the merger in my insight Nine & Fairfax – Integrated Advertising.
In an interview with The Daily Telegraph last month (paywalled), John Singleton confirmed that he was ready to sell his 32% stake in MRN as he was not interested in being a small player in a big operation.
The Australian (paywalled) is reporting that Nine has offered $2/share (a 9.3% premium to the closing price of A$1.83 on December 4th), with Singleton believed to be holding out for $2.15/share. In a further twist, Alan Jones, with 1.27% of MRN, is understood to have certain conditions/clauses attached to that stake should Singleton sell, which may make an offer tabled by Nine potentially untenable.
For its part, Nine has confirmed it has held preliminary discussions regarding the outstanding shares, and further announcements will be made by Nine should these discussions progress to a transaction. MRN is currently trading at ~$1.90/share.
If ever there was a stub business that is poised to capitalize on global trends of factory automation, automated logistics handling and electric vehicle prevalence, it is that of Toyota Industries (6201 JP). In August, I took an in-depth look at the major businesses of Toyota Industries and concluded that the market was not giving the company credit for the global leadership it has established in the forklifts and automobile A/C compressor businesses, nor for the progress it has made in the logistics equipment business. While the market’s oversight appeared to have corrected in September and October as the discount to NAV contracted from 34% to 25%, the trend has since reversed and the discount is back at trough levels of 35%. In August, I implied that this would be a good trading opportunity. Today, I explicitly recommend going long the stub.
In this insight I will cover:
A market-neutral trade setup
A review of the core unlisted businesses
Alternative data used to gauge performance in the core business
Risks of the trade
A recap of ALL my stub trade ideas on Smartkarma, including track record of performance
Shorting on Tire has softened in the last two trading days. No yearend dividend boosting effect is expected on Holdco. Holdco discount isn’t particularly high. Price ratio is well above yearly avg. I’d close this position now at a 6.07% yield.
BGF Co Ltd (027410 KS) / Bgf Retail (282330 KS) stub trade is at a 4.38% loss. Price ratio is still well below -1 σ. It is actually at a new yearly low. Holdco discount now stands at 48.55% to NAV.
Holdco price discount is too harsh. It’d be too tempting to pass up. An estimated 1.5~2%p difference in dividend yield must be pushing up price ratio soon.
I still believe below -1 σ wouldn’t last for as long as it used to. I’d hold onto this position a bit longer with a 10% loss cut.
HDC Holdings (012630 KS) / HDC-OP (294870 KS) stub trade yield is now 0.38%. Price ratio is still below -1 σ. It is close to yearly low. Holdco discount now stands at 47.92% to NAV.
The major shareholder Chung Mong-kyu bought an additional 0.63% stake for ₩16.1bil from Dec 6~10. I didn’t expect it. But it now seems that the owner buying factor is truly over.
I’d wait a bit longer to capitalize on this newly developed situation. Price ratio is close to yearly low. Yearend dividend factor should be helping the situation.
There are seven stocks which were promoted/reassigned from TSE2, MOTHERS, and JASDAQ in November 2018 leading to the same seven stocks being included in TOPIX at the end of December.
A couple are decently largecap. Most are smaller.
A good question to ask when looking at these stocks might be… What Really Happens Around TOPIX Inclusions?
Having traded them for much of the last 20yrs, I had my hypotheses, and had done studies over the years for my own purposes, but I had not done a study recently. To check my personal hypotheses I tested 340+ TOPIX inclusions over the past five years.
There are patterns to the history of trading these events which are worth a look. Some of the patterns are reasonably interesting.
Specialty steel maker Nisshin Steel (5413 JP) is slated to merge with parent company Nippon Steel & Sumitomo Metal (5401 JP) as of January 1, 2019. For that, Nisshin Steel will be delisted on December 26th (i.e. the last day of trading is the 25th) and that means the Nikkei Inc was obliged to choose a replacement to take Nisshin Steel’s place in the Nikkei 225 and other indices.
The only one which matters is the Nikkei 225 (the other two have tiny tracking), and this is not a huge index trade as both Nisshin Steel and DIC are deemed 500 yen par value stocks.
This is an event one could “miss.”
And it will happen on Christmas Day, after a long weekend for Japan traders.
It has been a huge Q4 for Japan capital markets and banking, and the result is some fat fees for global investment bankers on the Takeda/Shire deal, and a Softbank Corp IPO which I’d be totally OK not owning. A result of this activity is the fun in index land.
Amer Sports Oyj (AMEAS FH)announced (ANTA’s is here) an Offer at €40/share (a 39% premium to the undisturbed price of 10 September 2018), and announced that the Board of Directors of Amer Sports has decided to unanimously recommend that Amer Sports’ shareholders accept the Tender Offer. Several major shareholders holding 7.91% have irrevocably undertaken to tender, and Maa-ja vesitekniikan tuki r.y., who hold ~4.29%, have expressed that they view the Tender Offer positively. ANTA indirectly holds 1,679,936 shares (1.4%) as well.
ANTA and consortium appear to have the funding. As suspected and discussed in the original doc, FountainVest is a fair bit smaller than 50%. The equity stakes are, indirectly, 57.95% ANTA, 15.77% FountainVest, 5.63% Tencent Holdings (700 HK), and 20.65% Anamered Investments (Chip Wilson’s vehicle). There is a Shareholders’ Agreement which allows FountainVest the right to effect a Trade Sale if a “Qualified IPO does not take place within 5 years”, which seems reasonable. This effectively means that the company will be put up for sale in 5yrs.
It should be 11.5 weeks from Monday to Tender Offer completion, with 81-83 days between trade settlement and payment for Tender shares. That is ~27.1% annualized as of Friday’s close. This spread should drop at least by half after the Tender Launch scheduled for 20 December. Anti-trust and other authorities’ approval will be required. If ANTA gets over 90% of the shares, they intend to commence mandatory redemption (squeezeout) proceedings.
It should be noted that this deal offers significant leverage to ANTA and even more to the minority investors. ANTA is effectively collateralizing some LBO debt with its own earnings. As ANTA will not consolidate, the only way to see the numbers will be to look through the affiliate income. The saving grace here for everyone may be that it is remote from ANTA, which means transfer pricing will be carefully watched.
NHK reported JDI was in talks to sell about a 33% stake to a Chinese consortium for $440m (probably ¥50bn) which would value the company at about 3.5x (at the time) its current market cap. INCJ is also, apparently, considering support. These moves would go a long way toward restoring the company’s beaten-up balance sheet and the cost cuts should allow the company to survive – although Apple’s struggles still cast a shadow on a return to a strong level of profitability. JDI’s share price shot up 34.6% on the news on Friday.
JDI’s massive share price drop since its listing has been due to its weakened balance sheet and a slow shift to OLED, which this reported funding will go some way to addressing. Mio Kato, CFA‘s view is that JDI has some very promising businesses and the company is undervalued.
JDI still has an unhealthy over-dependence on Apple but they are doing everything they can to dilute the influence, increasing automotive display sales at double-digit rates and maintaining and growing their top market share in that segment, as well as producing more VR and notebook LTPS screens.
There still remains excess capacity in the industry due to Chinese government subsidies for display panel manufacturers and an over-ambitious build-out of both LTPS and OLED capacity. This is not going to improve drastically anytime soon but some of the planned OLED capacity expansions are being pushed out and much of the LTPS capacity increases have already been completed.
After Pioneer revealed in September it had sold its Tohoku Pioneer subsidiary to Denso Corp (6902 JP) for ¥10.9bn, it announced an MOU with Barings and went into debt to them. That seemed like “the end of the line” for the company. Pioneer needed a sponsor, but it was going to stay listed. Last week,Pioneer announced a “Partnership” with Baring Private Equity Asia which is a revitalization plan of ¥102bn. The deal offers minority shareholders an exit. The announcement does not mention investors are effectively being asked to approve their own squeezeout at 25% below the last price.
In the deal as presented, shareholders are being asked to approve an exit price 75% below 52-week highs which came AFTER the capital reduction in summer 2017, and after the sale of assets earlier this year, sell their shares at roughly one-third of existing book value per share, and sell its 3D LiDAR business and technology for… zero.
There are caveats. ALL of Pioneer’s net equity is intangibles. It has payables higher than receivables as of the end of September, and ¥25bn in net debt (increased by the ¥25bn lent by Baring). The company has roughly 2.5x EBITDA in inventory, and in a company which is losing money by being in business, inventory as marked is not as good as cash. The company has close to ~¥30bn in underfunded pension liabilities.
Travis does not expect a public activist outcry. Activists who wanted to buy into this have already done so. Any who do going forward have no vote because the record date for the vote was 7 December.
On December 3rd, the boards of both Hindustan Unilever (HUVR IN) (“HUL”) and GlaxoSmithKkine (“GSKCH”) approved a merger (subject to regulatory and shareholder approval) – at an exchange ratio of 4.39 HUL shares for every 1 GSKCH share – in a £3.1 bn deal. Combining with GSKCH should see HUL leapfrog both Britannia Industries (BRIT IN)and Nestle India (NEST IN)in food and refreshment revenue, and put it roughly on level pegging with ITC Ltd (ITC IN).
Approvals should be a foregone conclusion. With neither Unilever or GSK required to abstain, the 75% shareholder approval threshold is all but a lock. GSKCH’s shareholders get the benefit of HUL’s vast distribution network, while HUL gets a better understanding of the pharma channel.
Regulatory approval should not be an issue. 90% of cases handled by India’s anti-trust body CCI have been approved without the requirement for any modification. There is minimal overlap here – this is HUL’s big splash to build a sustainable and profitable food and refreshment business in India. Greater opposition would be expected if either BRIT, NEST or ITC made a tilt for GSKCH.
The transaction should be completed in one year, subject to regulatory and shareholder approvals. It’s a long-dated, but low-risk deal. Expect the tight spread to remain tight – this deal may close faster than the “expected” one-year timeframe.
Red Hat has set a meeting date of January 16, 2019 for shareholders to vote on the merger agreement withIntl Business Machines (IBM US), and related matters. Red Hat also set a record date of December 11th, 2018 for shareholders entitled to vote on the deal.
The fact the meeting date has been set means the SEC chose not to review the merger proxy (a less common occurrence than a review) and notified the companies of this decision within the expected 10 calendar days.
While the Company issued the press release, a new proxy has not yet been filed. John DeMasi expects we will see a definitive merger proxy filed within the next few days. Since the HSR U.S. antitrust 30 day waiting period will not expire until December 21st, he doesn’t expect an update on HSR in the definitive proxy, and it still appears the EC Competition filing has not been made according to the EC website.
John believes the deal is still on track for a Q2/Q3 2019 close and believes the risk/reward looks attractive here.
Reportedly, preliminary discussions are underway between NineEntertainment Co Holdings (NEC AU) and MRN’s second-largest shareholder, John Singleton. This development is not entirely unsurprising; it appears formal discussions were deferred until the Nine/Fairfax Media (FXJ AU) merger was formally completed (which occurred on 7 December). Nine acquired Fairfax’s 54.5% stake in MRN in the merger, discussed in my insight Nine & Fairfax – Integrated Advertising.
Also reported in the press, Nine has offered $2/share (a 9.3% premium to the closing price of A$1.83 on December 4th), with Singleton (a willing seller) believed to be holding out for $2.15/share. In a further twist, Alan Jones, with 1.27% of MRN, is understood to have certain conditions/clauses attached to that stake, which may make an offer tabled by Nine potentially untenable.
MRN was trading between A$1.20 and A$1.60 during the first half of the year. Following the announcement of the Nine-Fairfax merger in July, the share price reached a high of A$2.18. While the expected offer price of A$2.00 is 8.3% lower than this lifetime high, it is still 26% higher than the stock’s undisturbed price of A$1.59 before the Nine-Fairfax merger deal was announced.
Nine is interested in mopping up shares in MRN it does not already own. John Singleton is a seller, at the right price. Nine’s CEO Hugh Marks is keen to move quickly, not just taking full control of MRN, but also divesting assets that do not focus on digital subscriptions, mass audiences andnational advertisers. It’s now a question of how much Nine is willing to pay, and the added benefits therein to Nine from a privatisation compared to its current majority and consolidating stake.
While Inc and Healthcare are not cross-linked by any shareholding, Healthcare is ostensibly Celltrion’s internal sales arm. Their fundamentals and prices should be (& are) highly correlated.
Sanghyun initiated a pair trade (short Celltrion / long Healthcare) on Oct 22. The ongoing FSS investigation is hammering both, Healthcare more so as it is more directly exposed. But given what happened to Samsung Biologics Co., (207940 KS), it is very unlikely that this will be a serious risk.
Sigma Healthcare had seen its share price fall 70% in 18 months after its relationship with MyChemist/Chemist Warehouse went sour in 2017, then their existing contract was not renewed for post-June 2019. This appears to be because Sigma did not want to continue trading under overly-generous (to MC/CW) terms and capital usage.
In September, API started buying shares in Sigma Healthcare on the market when they were down by half from the July 2017 news, buying just under 5% before approaching Sigma with an Indicative Proposal to Merge in a Scheme. Sigma responded saying it was willing to engage with API, but API did not respond in the subsequent months it appears. Thursday API bought half of Allan Gray’s stake to lift its own stake to 13.95%, then it publicly announced the same Indicative Proposal.
So now we wait. There is a business review in progress. Full year results for Sigma are due in March. ACCC clearance may take until mid-year.
The deal is at a nice premium – 46.8% to the one-month average, and 69% to the day before. It was about 10% better than where API started buying.
But it may not be good enough. The deal offers some cash, but also offers expensive scrip. API appears to need this deal as much as some would say Sigma does.
Sigma is in the process of doing a zero-based full business review with Accenture and indications are that everyone thinks the company is worth a lot more than where it was trading last week.
This deal looks like it has a big premium but it may not be enough.
Huatai Securities Co Ltd (A) (601688 CH)(and Huatai H) announced that the CSRC had given the company approval to list up to (but not more than) 82,515,000 GDRs. The English language LSE announcement of the “Intention to Float” can be found here and here. Each GDR represents 10 A shares, that is up to RMB13.7bn at the (then) last traded price of the A shares prior to the announcement. If all the shares were issued that would be about 10% of the share capital of Huatai (pre-issuance). This GDR launches the London side of the London-Shanghai Connect. A prospectus is expected in the new year.
Assuming the GDRs trade similarly to the Hs, or even 1% of their maximum issuance quantity, and assuming they have a similar discount to the As as do the Hs, the GDRs will not likely trade more volume than the H Shares.
It is not clear WHY the GDRs would, over time, maintain a tighter discount to the A Shares than the H Shares would …. Except for the fungibility. Which may be the only reason to hold the GDRs at a 20% discount when you can get the H-shares at a 30+% discount. But the system may not be ready to handle GDR creation by mainland domestic investors trying to export capital, even at a discount.
The whole deal comes across as somewhat iffy. It is not clear why the deal needs to be done other than to fill a political need to get the ball rolling. But one wonders why the London-Shanghai Connect ball actually needs to be rolled.
Naspers’ recent underperformance against Tencent has resulted in the discount to NAV widening to near-on 12 months lows. While Naspers remains a function of what happens to Tencent, it offers potentially interesting long-term prospects.
This pseudo-venture capital company is taking steps to narrow the valuation gap via the reduction in its Tencent stake, the sale of successful investments (Flipkart and tbogroup), the listing of profitable entities (Multichoice), the investment in specific areas (classifieds, online retail, payments businesses and food delivery), working to reduce its exposure to the Johannesburg Stock Exchange, and perhaps pursue a dual listing outside of SA, such as Hong Kong. To me, Naspers’ risk profile appears attractive here.
New Street Research‘s Alastair Jones views the most recent Naspers results as broadly positive with continued progress in profitability from its e-commerce assets. He also believes that, given moves to unbundle the pay-TV assets in 2019, there is scope for the NAV discount to narrow. The current low/negative valuation for the unlisted assets ignores their significant value.
Curtis Lehnert recommends a Toyota Industries’ set-up at current levels which are in excess of -2 Standard Deviations below the long-term average, while Toyota Industries is trading at a 35% discount to his NAV – Toyota Industries’ stake in Toyota Motor accounts for 60%).
The group boasts the #1 global market share in forklifts with an estimated 20% market share. Toyota Industries’ closest competitor in the materials handling business is KION Group AG (KGX GR); however, Curtis estimates the market is implying 0.83x for these ops, 28% lower than Kion’s 1.15x.
Newton’s Three Laws of Motion And How They Pertain to Index Inclusions
Travis Lundy noted that Newton’s Third Law, commonly understood that for every action there is always an equal and opposed reaction, applies in some measure to index inclusions.
For every index upweight, there is an equal and opposite downweight.
Travis published his H/A Spread Monitor Project offering a brief look at recent changes in H-Share and A-Share spreads, Southbound flow and impact, and where the spreads are trading within their own historical ranges. My share class monitor provides a snapshot of the premium/discounts for 215 share classifications around the region. Ke Yan, CFA, FRM issued his Discover HK Connect series, to help understand the flow of southbound trades via the Hong Kong Connect.
The 1P (005385 KS)/ 2P (005387 KS) dividend yield difference of 0.53% is close to a year high. Of interest is the recently announced hydrogen cell investment, which may be considered a signal that the HMG-government relation has vastly improved. This potentially suggests that any HMG restructuring may get accelerated, which would be positive for 1P. (link to Sanghyun’s insight: Hyundai Motor Share Class: Time for 1P to Catch Up)
OTHER M&A UPDATES
Trade Me (TME NZ)and Apax Partners have entered into a scheme implementation agreement. Apax Funds have increased their offer price to $6.45/share (from $6.40) since the indicative proposal, following the completion of their due diligence. The Board has unanimously backed the offer. A booklet containing information relating to the scheme is expected to be mailed to Trade Me shareholders in March 2019. The Board expects that Trade Me shareholders will have the opportunity to vote on the scheme at a meeting in April 2019. If all the conditions are satisfied, the scheme is expected to be implemented in the second quarter of 2019. Hellman & Friedman was not expected to materially counter and promptly pulled out of the race.
Cityneon Holdings (CITN SP). West Knighton now has 98.6% of shares out and will move to compulsory acquire shares it does not own. The closing date has been extended until the 26 December.
Sinotrans Shipping (368 HK). As expected from the onset, shareholders approved the privatisation. Turnout was low – around 47.6% of shareholders entitled to vote, did so. Friday was the last day of trading. Cheques are expected to be dispatched on or before the 22 Jan 2019.
Stanmore Coal (SMR AU)‘s has released the Target Statement. The board continues to recommend shareholders reject the $0.95/share unsolicited Golden Investments. The IFA has a fair value range of $1.48-$1.90/share. Shares closed at A$1.04 on Friday.
CCASS
My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves which are often outside normal market transactions. These may be indicative of share pledges. Or potential takeovers. Or simply help understand volume swings.
Often these moves can easily be explained – the placement of new shares, rights issue, movements subsequent to a takeover, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.
Friday morning, wholesale and retail pharmacy health/beauty and lifestyle products operator Australian Pharmaceutical Industries (API AU) announced that it had become a substantial shareholder in wholesale and retail pharmacy health/beauty and lifestyle products operator Sigma Healthcare Ltd (SIG AU) by purchasing 137.26mm shares. Roughly 52.5mm of those shares were purchased between A$0.53 and A$0.63/share between 5 September (the day before the half-year report came out) and 10 October and the other ~84.8mm shares were purchased Thursday 13 December at A$0.64, bringing the total position to 12.95%.
It turns out that on 11 October, API made an indicative non-binding proposal to Sigma through a Scheme of Arrangement whereby Sigma shareholders would receive 0.31 shares of API and A$0.23 in cash for each share of Sigma held.
That offer is now made public.
Worth A$0.686 per Sigma share as of announcement, the Indicative Proposal comes at a 69% premium to the close of trading on 13 December and a 46.8% premium to the one-month average. It is, however, a 10% premium to where API was buying shares on market in September and October. API shares were up a further 8+% on Friday, lifting terms further.
Sigma traded up 43% Friday to A$0.58 against terms which are now ~A$0.723, so there is still 24.7% upside to terms and there might be further upside on further synergy bullishness.
The Scheme Proposal is based on publicly available information, is subject to a number of conditions precedent, ACCC approval, due diligence, and confirmation of what they see as cost synergies.
This deal is somewhat opportunistic after recent troubles at Sigma, and I expect the ongoing strategic review at Sigma (assisted by Accenture) will come out saying that on a standalone basis after fixing itself up it is worth more than where it has been trading. The question is whether a merger would accelerate both the internal efforts at Sigma and improve competitiveness through cost synergies.
Allan Gray was the seller of the 8% stake yesterday it appears. The CIO is quoted in the API announcement as saying they support consolidation in the pharmaceutical wholesaling sector and are “positively disposed to efforts to expedite this consolidation.” They support it to such an extent that they decided to cut in half their participation in the economics of such efforts at expediting this consolidation.
First time indicative opportunistic offers in Australia can be an arbitrageurs’ graveyard.
As share class trades go, Discovery has presented several opportunities over the years to take advantage of index changes, corporate events, and a management that has aggressively repurchased nonvoting DISCK shares versus voting DISCA shares.
Satellite companies attempting to convince the Federal Communications Commission to allow them to sell C-band spectrum they license from the U.S. have begun talks to secure customers, sources told CTFN.
In our Discover HK Connect series, we aim to help our investors understand the flow of southbound trades via the Hong Kong Connect, as analyzed by our proprietary data engine. We will discuss the stocks that experienced the most inflow and outflow by mainlanders in the past seven days.
We split the stocks eligible for the Hong Kong Connect trade into three groups: those with a market capitalization of above USD 5 billion, those with a market capitalization between USD 1 billion and USD 5 billion, and those with a market capitalization between USD 500 million and USD 1 billion.
Australian Pharma Indus (API AU), a pharmaceutical wholesaler, has lobbed an indicative cash-scrip proposal for its competitor, Sigma Healthcare (SIG AU). Under the proposal, Sigma shareholders would receive 0.31 API shares and A$0.23 cash for each Sigma share, implying $0.686 per Sigma share. If the proposal is successful, API/Sigma shareholders would own 63%/37% of the merged API-Sigma.
Unsurprisingly, API believes its proposal delivers fair value to both API and Sigma shareholders. However, our analysis suggests that Sigma shareholders need a bump for the bid to cross the finish line.
1P (005385 KS) was supposed to make a catchup move yesterday relative to 2P (005387 KS). But it didn’t. Price ratio is currently well below -1 σ. Div yield difference is at 0.53%p. This is close to yearly high. At this level, 1P has no other way but to catch up with 2P.
In my previous insight, I suggested holding onto 1P/2P long/short position. This trade hasn’t performed well. We are at a 5.07% loss at yesterday’s closing. I’d still hold onto this position for the same reasonings as before.
Tricky one is the recently announced hydrogen cell investment. This may be seen as something boosting Common and likely 2P. Hydrogen cell investment should rather be considered as a signal that the HMG-government relation has vastly improved. This suggests that the restructuring may get accelerated. Anything positively affecting the restructuring should be positive on 1P.
Wonik IPS (240810 KS) / Wonik Tera Semicon (123100 KS) merger got shareholder approval yesterday. Spread now stands at 4.28%. Spread peaked at 5.12% on Dec 12. Dividend-adjusted spread is 4.17%.
Tera Semicon is a bit of a concern. Its stock purchase price is 1.38% higher than current price. Worst case would be half of the minority shareholders claiming rights. Even if so, this would be less than ₩60bil. The company is liquid enough to absorb it.
Local institutional arb traders have been seen doing this trade, at least partly. I’d make this trade when spread widens to 5~6%. I expect it to get to this level very soon.
This share class monitor provides a snapshot of the premium/discounts for various share classifications around the region, and comprises four sets of data:
Hengan Intl Group (1044 HK), China’s leading sanitary towel and nappy producer, has been targeted by a short seller, Bonitas Research. Hengan has denied Bonitas’ allegations to which Bonitas has responded that Hengan’s response was weak and evasive. The shares have continued to slide suggesting that investors are less than convinced with Hengan’s rebuttal.
The aim of our note is to analyse alternative financial metrics to judge if Bonitas’ allegations are groundless or have some substance. Overall, our analysis suggests that Bonitas’ claims have some substance and investors should not be so quick to dismiss them.
