Category

Event-Driven

Event-Driven: Emtek, LG Chem Ltd, SD Biosensor, Groupe Bruxelles Lambert Sa, Shanghai Medicilon Inc and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • FTSE All-World/​​All-Cap Index Rebalance Preview: Asia Ex Japan Ex China
  • LG Chem Trading Cheap As LG Energy Opens Its Books
  • KOSPI200 June Index Rebalance Preview: High Probability Adds/Deletes
  • Selected European Holdcos and DLCs: December ’21 Report
  • STAR50 Index Rebalance Preview (March 2022): What Will The Index Committee Do?

FTSE All-World/​​All-Cap Index Rebalance Preview: Asia Ex Japan Ex China

By Brian Freitas

  • The price review period for the FTSE All-World/All-Cap March 2022 SAIR ended on 31 December. The changes are expected to be announced on 18 February and implemented on 18 March.
  • There are a few potential inclusions to the AW Index, a lot of inclusions to the AC Index, and a lot of migrations from the AC to the AW Index.
  • There are 20 stocks that have at least US$20m passive buying and over 2 days ADV to buy. That increases to 25 stocks that have at least US$10m to buy.

LG Chem Trading Cheap As LG Energy Opens Its Books

By David Blennerhassett

  • Korean EV battery unit play LG Energy (LGENERGY KS) has now opened its books to raise up to US$10.7bn, which will be the country’s largest-ever IPO.
  • Shares are expected to be sold in a price range of ₩257,000 to ₩300,000 per share, in line with information released last month.
  • Separately, LG Chem Ltd (051910 KS) is trading at its widest indicative discount to NAV in the past twelve months. 

KOSPI200 June Index Rebalance Preview: High Probability Adds/Deletes

By Brian Freitas

  • The review period for the June rebalance of the KOSPI2 INDEX ends 30 April. The KRX will announce the changes in May with implementation at the close on 9 June.
  • LG Energy Solution (LGENERGY KS) could get Fast Entry to the KOSPI200 Index in March. Hyundai Engineering Co Ltd (HEC KS) needs a price jump to get Fast Entry.
  • We see 6 potential changes to the KOSPI200 in June; most of these are high probability. The potential adds are already outperforming the potential deletes – there should be more.

Selected European Holdcos and DLCs: December ’21 Report

By Jesus Rodriguez Aguilar

  • Premiums of selected DLC’s have generally tightened during December, following the unification of BHP : BHP/BLT 1.3%; Rio Tinto AU/LN, 9.9% (widened); Shell, nil premium.
  • Discounts to NAV of holdcos have shown mixed performance: Alba, 42.7%; GBL, 30%; Heineken Holdings, 17.9%; Industrivärden, 14.4%; Investor AB, 7.5%; Kinnevik B, 22.4% (premium).
  • Recommended trades: BHP/BLT, GBL vs. listed assets, Industrivärden vs. listed assets.

STAR50 Index Rebalance Preview (March 2022): What Will The Index Committee Do?

By Brian Freitas

  • The main question, for yet another rebalance, is whether the index committee chooses a 6 month minimum listing history or increases it to 12 months in line with the methodology.
  • That decision will result in either 4 or 5 changes at the rebalance. The deletions remain the same, while there is only 1 inclusion common across both lists.
  • There is a fair bit to trade on the potential inclusions and exclusions and we expect the inclusions to outperform the deletions over the next couple of months.

Before it’s here, it’s on Smartkarma

Event-Driven: Mitsui O.S.K. Lines, Mapletree Commercial Trust, Mapletree North Asia Commercial Trust, Nongfu Spring, Monde Nissin Corp and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • MSCI Feb 2022 Index Rebalance Preview: Busy for a Quarterly Review
  • Mapletree Mega-Merger Means MCT Markup
  • Mapletree Commercial Trust’s Proposed Merger with Mapletree North Asia Commercial Trust
  • FTSE All-World/​All-Cap Index Rebalance Preview: Plenty of Adds for China
  • PCOMP Index Rebalance Preview Feb22: Three Potential Changes & Large Impact

MSCI Feb 2022 Index Rebalance Preview: Busy for a Quarterly Review

By Brian Freitas

  • The review period runs from 18-31 January for the February QIR, the results will be announced on 10 February (Asia-time) with the changes implemented after the close on 28 February.
  • There are quite a few potential changes in China and Korea, with a couple in Japan and one in Indonesia. There are a few stocks close to the inclusion/exclusion thresholds.
  • Other big changes include a potential increase in the Foreign Inclusion Factor for SK Square (402340 KS) and an increase in the Index Inclusion Factor for Sea Ltd (SE US)

Mapletree Mega-Merger Means MCT Markup

By Travis Lundy


Mapletree Commercial Trust’s Proposed Merger with Mapletree North Asia Commercial Trust

By Arun George

  • Each Mapletree North Asia Commercial Trust (MAGIC SP)/MNACT unitholder will receive either a scrip-only or the cash-and-scrip offer worth S$1.1949 per MNACT unit, a 7.6% premium to the last close price.
  • The proposed merger provides Mapletree Commercial Trust (MCT SP) unitholders with meaningful geographic diversification through a DPU and NAV accretive transaction.   
  • MNACT unitholders will receive an attractive consideration in terms of P/NAV and gross exchange ratio. Both unitholders will benefit from the enlarged REIT’s higher free float and growth potential. 

FTSE All-World/​All-Cap Index Rebalance Preview: Plenty of Adds for China

By Brian Freitas

  • The price review period for the FTSE All-World/All-Cap March 2022 SAIR ended on 31 December. The changes are expected to be announced on 18 February and implemented on 18 March.
  • There are loads of potential inclusions to the index for China – a lot of the changes are a result of stocks being included in Northbound Stock Connect.
  • There are stocks that are potential inclusions in other indices and will have additional passive inflows. Nongfu Spring could also be included in the FTSE China 50 and HSI indices.

PCOMP Index Rebalance Preview Feb22: Three Potential Changes & Large Impact

By Brian Freitas


Before it’s here, it’s on Smartkarma

Event-Driven: NTT (Nippon Telegraph & Telephone), Shinsei Bank and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • Last Week in Event SPACE: NTT, Razer, Shinsei Bank, Evergrande, Bank of Kyoto, Nippon Express
  • Asia-Pac Weekly Risk Arb Summary: Koufu Group, Mesco, Japan Asset, Isolite, Shinsei Bank, Razer

Last Week in Event SPACE: NTT, Razer, Shinsei Bank, Evergrande, Bank of Kyoto, Nippon Express

By David Blennerhassett

  • NTT (9432 JP) sees a US$1bn selldown of shares on 29 December, due to a weird quirk in the way TOPIX and JPX Nikkei 400 are constructed and managed.
  • China’s State Administration for Market Supervision is reviewing Razer (1337 HK)‘s privatisation as a simple case. With the key regulatory pre-condition all but satisfied, the Scheme timeline will significantly shorten. 
  • The trade is to be long the back end of Shinsei Bank (8303 JP)‘s Tender Offer. BUY Shinsei Bank shares – outright, and vs large Japanese banks with higher PBRs. 

Asia-Pac Weekly Risk Arb Summary: Koufu Group, Mesco, Japan Asset, Isolite, Shinsei Bank, Razer

By David Blennerhassett


Before it’s here, it’s on Smartkarma

Event-Driven: Mapletree North Asia Commercial Trust, Tesla Motors and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • MCT SP + MAGIC SP = MPACT SP: Proposed Merger Details & BIG Index Impact
  • Look Away From Elon Musk To Gauge Tesla’s Prospects—and Looming Risks

MCT SP + MAGIC SP = MPACT SP: Proposed Merger Details & BIG Index Impact

By Brian Freitas


Look Away From Elon Musk To Gauge Tesla’s Prospects—and Looming Risks

By Vicki Bryan

  • Sure the Elon Musk Show is on all channels, but he and Tesla Motors (TSLA US) did have a very good year.
  • They also caught a lot of lucky breaks that won’t last—which is overlooked by investors. 
  • Next year will be different. And it starts in just two days.

Before it’s here, it’s on Smartkarma

Brief Event-Driven: Sigma Healthcare (SIG AU): Rejecting the API Bid Is the Difficult but Right Choice and more

By | Event-Driven

In this briefing:

  1. Sigma Healthcare (SIG AU): Rejecting the API Bid Is the Difficult but Right Choice
  2. StubWorld: Wharf Under Pressure As Cooling Measures Bite

1. Sigma Healthcare (SIG AU): Rejecting the API Bid Is the Difficult but Right Choice

On Wednesday, Sigma Healthcare (SIG AU) rejected an indicative takeover offer from rival Australian Pharma Industries (API AU). Shareholders were disappointed with the news, with Sigma’s shares closing 12.3% lower at A$0.54 per share. API shares fared better and fell 3.6% to A$1.35 each.

We believe Sigma’s board were left with the tough choice of accepting a lowball offer or improving the existing business and riding out the inevitable share price fall. By rejecting the API bid, the Sigma board made the difficult but right choice, in our view. While further downside risk to the share price is limited, we caution that shareholders require patience as the road to share price recovery will be long.

2. StubWorld: Wharf Under Pressure As Cooling Measures Bite

Fy18

This week in StubWorld …

Preceding my comments on Wheelock and other stubs are the weekly setup/unwind tables for Asia-Pacific Holdcos.

These relationships trade with a minimum liquidity threshold of US$1mn on a 90-day moving average, and a % market capitalisation threshold – the $ value of the holding/opco held, over the parent’s market capitalisation, expressed in percent – of at least 20%.

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 Event-Driven: Xenith Caves And Recommends IPH’s Superior Offer and more

By | Event-Driven

In this briefing:

  1. Xenith Caves And Recommends IPH’s Superior Offer
  2. Nexon Sale: Bidding Pushed Back to Next Month – This Is All About Tencent
  3. Japan Post Holdings – The Future Is Complex, But Interesting
  4. Asiana Airlines Bailout: KDB Demands a Massive Rights Offer
  5. PT Indofoods’ Voluntary Offer for 74% Held Sub IFAR

1. Xenith Caves And Recommends IPH’s Superior Offer

Price4

On the 27th November 2018,  Xenith Ip (XIP AU) and Qantm Intellectual Property (QIP AU), both leading providers of IP origination services in Australia – and two of the three listed IP plays – announced a merger via an all-scrip scheme, such that Xenith shareholders will receive 1.22 QANTM shares for every Xenith share, or an implied value of A$1.598/share. QANTM and Xenith shareholders would own 55% and 45% of the merged group, respectively. Xenith’s board unanimously recommended the merger to its shareholders.

The same day IPH proposed an unsolicited, indicative, preliminary, conditional and non-binding cash & scrip proposal to acquire QANTM at $1.80/share (including a A$0.05 dividend) by way of a scheme. QANTM’s board rejected the proposal due to its highly conditional nature.

IPH bought a 19.9% stake in Xenith at $1.85/share (or ~A$33mn) on the 13 February 2019 and said that is does not support the QANTM scheme. IPH followed up with a scheme proposal for Xenith comprising cash (A$1.28) and IPH shares (0.1056 IPH shares) or A$1.97/share, which was summarily rejected by Xenith.

Execution risk, especially ACCC approval was an express concern for Xenith. At the time, this appeared spurious given privately owned companies collectively hold a larger market share – and growing – compared to the three listcos currently in play.

The ACCC agreed and signed off on the IPH/XIP tie-up on the 21 March, and a IPH/Xenith merger on the 28 March. Xenith continued to stonewall and backed QANTM’s proposal.

On the 8 April, IPH bumped the scrip portion of its proposal for Xenith. The revised terms were cash (A$1.28) and 0.1261 IPH shares – or $2.15/share – at the time of the announcement.  There is a mix & match facility wherein shareholders can choose 100% cash or 100% scrip, subject to scale back.

Xenith approached QANTM to provide a counter proposal to match IPH’s updated offer, however QANTM opted out. Xenith had run out of excuses not to back IPH’s proposal.

The New News

And right on cue, this morning Xenith unanimously recommended IPH’s updated offer.

This is a done deal and will trade tight to terms. Conditions include the termination of the QANTM scheme implementation deed (which will take place shortly with Xenith incurring a A$1.6mn break fee) and Xenith shareholder approval.

The Scheme meeting is tentatively scheduled for the week commencing the 15 July with an expected implementation date early August.

2. Nexon Sale: Bidding Pushed Back to Next Month – This Is All About Tencent

2

Korea’s news outlet Maeil Economic Daily reported yesterday that the main bidding of Nexon sale was pushed back to next month. It was originally planned for this month. Maeil said lower-than-expected interest among potential bidders was the main reason. More specifically, Tencent isn’t showing any serious commitment or intention.

Tencent is the key player in this event. But Tencent seems to be hiding its cards. Following are reasonable conclusions at this point wrt what must be going on in this deal:

  1. Tencent has the upper hand in all situations.
  2. Tencent must be the one who is taking more time and pushing back the schedule.
  3. But there is still a higher chance that Tencent will stay in this race to the end.
  4. But it is also very possible that final offer price will be lower than initially and currently expected as Tencent will likely get better deal conditions.

3. Japan Post Holdings – The Future Is Complex, But Interesting

Screenshot%202019 04 11%20at%2011.55.48%20pm

On 9 April 2019, after a press release by the Ministry of Finance saying that it had commenced the selection procedure for underwriters to assist on such a sale, the Nikkei carried an article  (Japanese-only) saying that the government would sell down a stake in Japan Post Holdings (6178 JP) from its current 60-odd percent to a level of “over one-third” (presumably a level relatively close to one-third and a share) which is the minimum ownership level mandated by the Postal Service Privatization Act.  The proceeds of the sale are designed to raise money for reconstruction related to the 2011 Tohoku Earthquake. 

Currently, the Ministry of Finance owns 2.5595 billion shares out of the 4.5bn shares outstanding which is 56.88%, but the company has 10.34% of its shares as treasury shares so the MoF has voting rights of 63.3%. Another Nikkei article suggested the news meant a maximum sale of approximately 1.06 billion shares out of those 2.56bn shares held to bring the position down to 1.5bn shares exactly.

Importantly, IF the government got down to the “one-third plus one share” level (or close enough to it), that would complete the required privatization by the government based on the formal legal terms of the Privatization Act.

At Tuesday’s close of ¥1,286/share, 1.06bn shares would be ¥1.36 trillion as an offer size less fees and a discount to the close.  The Japan Postal Service Privatization Act specified that the amount raised reach ¥4 trillion in total. The amount raised in sales so far is ¥2.8 trillion according to the Nikkei. That suggests the minimum acceptable price at which such an Offering could take place is around ¥1,160-1180. However, the word used in the Nikkei article is profit so despite the government’s very low accounting basis, it is possible that the minimum price would be closer to the current price, or it could even be higher.

In any case… it is important to note other factors here.

Pricing is a problem. The current price remains below the last two times the government tapped the market.

Making the deal attractive is a problem. JPH is required to continue to own 100% of the postal service and the 24,000 post office branches across the country. With the use of physical post services declining, JPH needs to have some profits elsewhere to support that. Those postal branches are to some degree supported by payments made by JPI and JPB for fair usage, but it is not enough. JPH needs to do some M&A and it has stated its policy includes more of it. The first round (buying Toll Holdings) did not go well. The second round of buying 7% of Aflac Inc (AFL US) is (I think) a great idea, but it doesn’t hit the income statement for a couple of years.

Buybacks at the JPI and JPB level raise EPS at those two entities. However, it doesn’t raise the level of EPS at the JPH level. For that, you need to reduce the denominator there too. 

Exactly how this works. There are reasons to suspect that any offering later this year would be substantially smaller than what the Nikkei says, and as described in my original pre-IPO pieces Japan Post Holdings: The post-IPO details make for interesting possibilities and JAPAN POST GROUP : Bookbuilding Said “Mixed” But Know Your Details, the longer-term “solutions” to then-visible “issues” were obvious.

HOWEVER, this is interesting news.

There is light at the end of the tunnel, and it is not a train. 

4. Asiana Airlines Bailout: KDB Demands a Massive Rights Offer

KDB’s press release came out WRT Asiana Airlines (020560 KS) liquidity crisis shortly after the market closed yesterday. KDB clearly said that Kumho Asiana Group’s self-rescue plans aren’t acceptable. KDB made it clear that there will be only two ways here: massive rights offer and asset selloff.

5. PT Indofoods’ Voluntary Offer for 74% Held Sub IFAR

Capture

Indofood Agri Resources (IFAR SP) has announced PT Indofood Sukses Makmur Tbk, its controlling shareholder with 74.52%, has made a voluntary conditional cash offer of $0.28/share for all IFAR shares it does not own. The offer price, which is a 7.7% premium to last close, is not final. Any dividend declared will reduce the consideration under the proposal.

The Offer is conditional on PT Indofood holding 90% of shares out at the close of the offer. There is no other condition.

There is no requirement for a downstream offer for Salim Ivomas Pratama (SIMP IJ), 73.46% held by IFAR.

IFAR’s share price has increased 27% this month – evidently, there was some news leakage ahead of the announcement – positioning its discount to NAV at ~50%, around its narrowest inside a year, but on a look-through basis, the Offer price backs out just 0.4x P/B.

The Offer price represents a premium of approximately 21.5%, 26.3%, 29.0% and 23.1% over the VWAP for 1M, 3M, 6M and 12M. IFAR traded above the Offer price as recent as May last year. One wonders if the consideration is sufficient to achieve the 90% condition. 

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 Event-Driven: StubWorld: Wharf Under Pressure As Cooling Measures Bite and more

By | Event-Driven

In this briefing:

  1. StubWorld: Wharf Under Pressure As Cooling Measures Bite

1. StubWorld: Wharf Under Pressure As Cooling Measures Bite

Fy18

This week in StubWorld …

Preceding my comments on Wheelock and other stubs are the weekly setup/unwind tables for Asia-Pacific Holdcos.

These relationships trade with a minimum liquidity threshold of US$1mn on a 90-day moving average, and a % market capitalisation threshold – the $ value of the holding/opco held, over the parent’s market capitalisation, expressed in percent – of at least 20%.

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 Event-Driven: Nexon Sale: Bidding Pushed Back to Next Month – This Is All About Tencent and more

By | Event-Driven

In this briefing:

  1. Nexon Sale: Bidding Pushed Back to Next Month – This Is All About Tencent
  2. Japan Post Holdings – The Future Is Complex, But Interesting
  3. Asiana Airlines Bailout: KDB Demands a Massive Rights Offer
  4. PT Indofoods’ Voluntary Offer for 74% Held Sub IFAR
  5. Japan Post Holdings and Japan Post Bank – Early Thoughts on a Choice of Two Trades

1. Nexon Sale: Bidding Pushed Back to Next Month – This Is All About Tencent

1

Korea’s news outlet Maeil Economic Daily reported yesterday that the main bidding of Nexon sale was pushed back to next month. It was originally planned for this month. Maeil said lower-than-expected interest among potential bidders was the main reason. More specifically, Tencent isn’t showing any serious commitment or intention.

Tencent is the key player in this event. But Tencent seems to be hiding its cards. Following are reasonable conclusions at this point wrt what must be going on in this deal:

  1. Tencent has the upper hand in all situations.
  2. Tencent must be the one who is taking more time and pushing back the schedule.
  3. But there is still a higher chance that Tencent will stay in this race to the end.
  4. But it is also very possible that final offer price will be lower than initially and currently expected as Tencent will likely get better deal conditions.

2. Japan Post Holdings – The Future Is Complex, But Interesting

Screenshot%202019 04 11%20at%2011.55.48%20pm

On 9 April 2019, after a press release by the Ministry of Finance saying that it had commenced the selection procedure for underwriters to assist on such a sale, the Nikkei carried an article  (Japanese-only) saying that the government would sell down a stake in Japan Post Holdings (6178 JP) from its current 60-odd percent to a level of “over one-third” (presumably a level relatively close to one-third and a share) which is the minimum ownership level mandated by the Postal Service Privatization Act.  The proceeds of the sale are designed to raise money for reconstruction related to the 2011 Tohoku Earthquake. 

Currently, the Ministry of Finance owns 2.5595 billion shares out of the 4.5bn shares outstanding which is 56.88%, but the company has 10.34% of its shares as treasury shares so the MoF has voting rights of 63.3%. Another Nikkei article suggested the news meant a maximum sale of approximately 1.06 billion shares out of those 2.56bn shares held to bring the position down to 1.5bn shares exactly.

Importantly, IF the government got down to the “one-third plus one share” level (or close enough to it), that would complete the required privatization by the government based on the formal legal terms of the Privatization Act.

At Tuesday’s close of ¥1,286/share, 1.06bn shares would be ¥1.36 trillion as an offer size less fees and a discount to the close.  The Japan Postal Service Privatization Act specified that the amount raised reach ¥4 trillion in total. The amount raised in sales so far is ¥2.8 trillion according to the Nikkei. That suggests the minimum acceptable price at which such an Offering could take place is around ¥1,160-1180. However, the word used in the Nikkei article is profit so despite the government’s very low accounting basis, it is possible that the minimum price would be closer to the current price, or it could even be higher.

In any case… it is important to note other factors here.

Pricing is a problem. The current price remains below the last two times the government tapped the market.

Making the deal attractive is a problem. JPH is required to continue to own 100% of the postal service and the 24,000 post office branches across the country. With the use of physical post services declining, JPH needs to have some profits elsewhere to support that. Those postal branches are to some degree supported by payments made by JPI and JPB for fair usage, but it is not enough. JPH needs to do some M&A and it has stated its policy includes more of it. The first round (buying Toll Holdings) did not go well. The second round of buying 7% of Aflac Inc (AFL US) is (I think) a great idea, but it doesn’t hit the income statement for a couple of years.

Buybacks at the JPI and JPB level raise EPS at those two entities. However, it doesn’t raise the level of EPS at the JPH level. For that, you need to reduce the denominator there too. 

Exactly how this works. There are reasons to suspect that any offering later this year would be substantially smaller than what the Nikkei says, and as described in my original pre-IPO pieces Japan Post Holdings: The post-IPO details make for interesting possibilities and JAPAN POST GROUP : Bookbuilding Said “Mixed” But Know Your Details, the longer-term “solutions” to then-visible “issues” were obvious.

HOWEVER, this is interesting news.

There is light at the end of the tunnel, and it is not a train. 

3. Asiana Airlines Bailout: KDB Demands a Massive Rights Offer

KDB’s press release came out WRT Asiana Airlines (020560 KS) liquidity crisis shortly after the market closed yesterday. KDB clearly said that Kumho Asiana Group’s self-rescue plans aren’t acceptable. KDB made it clear that there will be only two ways here: massive rights offer and asset selloff.

4. PT Indofoods’ Voluntary Offer for 74% Held Sub IFAR

Capture

Indofood Agri Resources (IFAR SP) has announced PT Indofood Sukses Makmur Tbk, its controlling shareholder with 74.52%, has made a voluntary conditional cash offer of $0.28/share for all IFAR shares it does not own. The offer price, which is a 7.7% premium to last close, is not final. Any dividend declared will reduce the consideration under the proposal.

The Offer is conditional on PT Indofood holding 90% of shares out at the close of the offer. There is no other condition.

There is no requirement for a downstream offer for Salim Ivomas Pratama (SIMP IJ), 73.46% held by IFAR.

IFAR’s share price has increased 27% this month – evidently, there was some news leakage ahead of the announcement – positioning its discount to NAV at ~50%, around its narrowest inside a year, but on a look-through basis, the Offer price backs out just 0.4x P/B.

The Offer price represents a premium of approximately 21.5%, 26.3%, 29.0% and 23.1% over the VWAP for 1M, 3M, 6M and 12M. IFAR traded above the Offer price as recent as May last year. One wonders if the consideration is sufficient to achieve the 90% condition. 

5. Japan Post Holdings and Japan Post Bank – Early Thoughts on a Choice of Two Trades

Jpb%20short%20interest

Post market close on 9th of April, as per media reports, the Japanese government said that it plans to sell another 1.06bn share of Japan Post Holdings (6178 JP) (JPH). The government aims to do so as soon as Sep 2019. The sale, at around US$12bn, would amount to 23.5% of the company and nearly 41% of the government’s current shareholding. It would mark the second sell down by the government since JPH listed in 2015. Post the news release, JPH shares closed down 3% on 10th of April. They are now trading below the IPO price, below the last placement price and just off their all-time lows.

The postal service privatization act seems to be in full swing, with JPH about to enter its third round of selling and Japan Post Insurance (7181 JP) (JPI) in the midst of its first post IPO sell down. However, Japan Post Bank (7182 JP) (JPB) has yet to see a sell down even though the recent deposit ceiling revision required JPH to reduce its holding in JPB. Were JPH to sell some of its JPB stake ahead of the government sale of JPH, it could mitigate a large part of its own placement using the cash that it generates from JPI and possible JPB stake sale to buyback some stock. Thus, there is a possibility that JPB placement might come before JPH’s next placement.


For people interested in reading more about the history and background, I’ve covered the IPO and JPH sell down in the below series of insights:

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 Event-Driven: Japan Post Holdings – The Future Is Complex, But Interesting and more

By | Event-Driven

In this briefing:

  1. Japan Post Holdings – The Future Is Complex, But Interesting
  2. Asiana Airlines Bailout: KDB Demands a Massive Rights Offer
  3. PT Indofoods’ Voluntary Offer for 74% Held Sub IFAR
  4. Japan Post Holdings and Japan Post Bank – Early Thoughts on a Choice of Two Trades
  5. MergerTalk:China Oceanwide/Genworth Financial (GNW US) – A Friend In The Spread

1. Japan Post Holdings – The Future Is Complex, But Interesting

Screenshot%202019 04 11%20at%2011.55.48%20pm

On 9 April 2019, after a press release by the Ministry of Finance saying that it had commenced the selection procedure for underwriters to assist on such a sale, the Nikkei carried an article  (Japanese-only) saying that the government would sell down a stake in Japan Post Holdings (6178 JP) from its current 60-odd percent to a level of “over one-third” (presumably a level relatively close to one-third and a share) which is the minimum ownership level mandated by the Postal Service Privatization Act.  The proceeds of the sale are designed to raise money for reconstruction related to the 2011 Tohoku Earthquake. 

Currently, the Ministry of Finance owns 2.5595 billion shares out of the 4.5bn shares outstanding which is 56.88%, but the company has 10.34% of its shares as treasury shares so the MoF has voting rights of 63.3%. Another Nikkei article suggested the news meant a maximum sale of approximately 1.06 billion shares out of those 2.56bn shares held to bring the position down to 1.5bn shares exactly.

Importantly, IF the government got down to the “one-third plus one share” level (or close enough to it), that would complete the required privatization by the government based on the formal legal terms of the Privatization Act.

At Tuesday’s close of ¥1,286/share, 1.06bn shares would be ¥1.36 trillion as an offer size less fees and a discount to the close.  The Japan Postal Service Privatization Act specified that the amount raised reach ¥4 trillion in total. The amount raised in sales so far is ¥2.8 trillion according to the Nikkei. That suggests the minimum acceptable price at which such an Offering could take place is around ¥1,160-1180. However, the word used in the Nikkei article is profit so despite the government’s very low accounting basis, it is possible that the minimum price would be closer to the current price, or it could even be higher.

In any case… it is important to note other factors here.

Pricing is a problem. The current price remains below the last two times the government tapped the market.

Making the deal attractive is a problem. JPH is required to continue to own 100% of the postal service and the 24,000 post office branches across the country. With the use of physical post services declining, JPH needs to have some profits elsewhere to support that. Those postal branches are to some degree supported by payments made by JPI and JPB for fair usage, but it is not enough. JPH needs to do some M&A and it has stated its policy includes more of it. The first round (buying Toll Holdings) did not go well. The second round of buying 7% of Aflac Inc (AFL US) is (I think) a great idea, but it doesn’t hit the income statement for a couple of years.

Buybacks at the JPI and JPB level raise EPS at those two entities. However, it doesn’t raise the level of EPS at the JPH level. For that, you need to reduce the denominator there too. 

Exactly how this works. There are reasons to suspect that any offering later this year would be substantially smaller than what the Nikkei says, and as described in my original pre-IPO pieces Japan Post Holdings: The post-IPO details make for interesting possibilities and JAPAN POST GROUP : Bookbuilding Said “Mixed” But Know Your Details, the longer-term “solutions” to then-visible “issues” were obvious.

HOWEVER, this is interesting news.

There is light at the end of the tunnel, and it is not a train. 

2. Asiana Airlines Bailout: KDB Demands a Massive Rights Offer

KDB’s press release came out WRT Asiana Airlines (020560 KS) liquidity crisis shortly after the market closed yesterday. KDB clearly said that Kumho Asiana Group’s self-rescue plans aren’t acceptable. KDB made it clear that there will be only two ways here: massive rights offer and asset selloff.

3. PT Indofoods’ Voluntary Offer for 74% Held Sub IFAR

Capture

Indofood Agri Resources (IFAR SP) has announced PT Indofood Sukses Makmur Tbk, its controlling shareholder with 74.52%, has made a voluntary conditional cash offer of $0.28/share for all IFAR shares it does not own. The offer price, which is a 7.7% premium to last close, is not final. Any dividend declared will reduce the consideration under the proposal.

The Offer is conditional on PT Indofood holding 90% of shares out at the close of the offer. There is no other condition.

There is no requirement for a downstream offer for Salim Ivomas Pratama (SIMP IJ), 73.46% held by IFAR.

IFAR’s share price has increased 27% this month – evidently, there was some news leakage ahead of the announcement – positioning its discount to NAV at ~50%, around its narrowest inside a year, but on a look-through basis, the Offer price backs out just 0.4x P/B.

The Offer price represents a premium of approximately 21.5%, 26.3%, 29.0% and 23.1% over the VWAP for 1M, 3M, 6M and 12M. IFAR traded above the Offer price as recent as May last year. One wonders if the consideration is sufficient to achieve the 90% condition. 

4. Japan Post Holdings and Japan Post Bank – Early Thoughts on a Choice of Two Trades

Jph%20versus%20tpx

Post market close on 9th of April, as per media reports, the Japanese government said that it plans to sell another 1.06bn share of Japan Post Holdings (6178 JP) (JPH). The government aims to do so as soon as Sep 2019. The sale, at around US$12bn, would amount to 23.5% of the company and nearly 41% of the government’s current shareholding. It would mark the second sell down by the government since JPH listed in 2015. Post the news release, JPH shares closed down 3% on 10th of April. They are now trading below the IPO price, below the last placement price and just off their all-time lows.

The postal service privatization act seems to be in full swing, with JPH about to enter its third round of selling and Japan Post Insurance (7181 JP) (JPI) in the midst of its first post IPO sell down. However, Japan Post Bank (7182 JP) (JPB) has yet to see a sell down even though the recent deposit ceiling revision required JPH to reduce its holding in JPB. Were JPH to sell some of its JPB stake ahead of the government sale of JPH, it could mitigate a large part of its own placement using the cash that it generates from JPI and possible JPB stake sale to buyback some stock. Thus, there is a possibility that JPB placement might come before JPH’s next placement.


For people interested in reading more about the history and background, I’ve covered the IPO and JPH sell down in the below series of insights:

5. MergerTalk:China Oceanwide/Genworth Financial (GNW US) – A Friend In The Spread

Gnw%20spread

At AlphaSituations, we look for unusual spreads in announced US M&A deals of  >$400MN in size with the intention of identifying and highlighting misunderstood and/or under the radar risk arb opportunities. In our current list of unusual spreads, the most compelling relates to the China Oceanwide/Genworth Financial (GNW US) transaction which was announced more than two years ago. The merger spread currently stands at 40%. Below, we explain why we are confident that this deal will move to completion giving the arbs an opportunity to profit substantially.

Unusual Merger Spreads (As at April 9, 2019)

M&A Situation
Spread
Expected Close
Comment
CO/GNW
40%
Apr-19
Still waiting  Canada, China SAFE, FINRA approvals/Skepticism prevails over deal completion
TMUS/S
27%
Jul-19
Potential antitrust complications/Extended review period
FMF/STC
14%
Jun-19
Regulatory/Pricing Adjustment Risk

4Q 2016-1Q 2019 Live US M&A Announced Deals (>$400 MN) & Spreads

Acquirer
Target
Sector
Date Announced
Transaction Type
Expected Close 
Offer Price

Target Firm Price

4/9/2019

Spread
4Q-2016
 
 
 
 
 
 
 
China Oceanwide (China)
GNW
Financial – LTC,Life Insurance/Mortgage Insurance
23-Oct-16
Cash
Dec-18
$5.43
$3.88
39.9%
1Q-2018
 
 
 
 
 
 
 
 
SJW
CTWS
Water Utility
15-Mar-18
Stock
Dec-18
$72.09
$62.85
14.7%
SJW
CTWS
Water Utility
6-Aug-18
Cash (OfferRevised)
Jun-19
$70.00
$69.60
0.6%
FNF
STC
Insurance
19-Mar-18
Cash/Stock 
Jun-19
$49.09
$43.07
14.0%
2Q-2018
 
 
 
 
 
 
 
 
Teamsport Parent
EHIC
Car Rental/Leasing Services
6-Apr-18
Cash
N/A
$13.50
$10.56
27.8%
Teamsport Parent
EHIC
Car Rental/Leasing Services
19-Feb-19
Cash
Apr-19
$12.25
$12.21
0.3%
TMUS
S
Wireless Communications Services
29-Apr-18
Stock
Jul-19
$7.32
$5.78
26.7%
Knauf (Germany)
USG
Building Materials
11-Jun-18
Cash
Apr-19
$44.00
$43.37
1.5%
3Q-2018
 
 
 
 
 
 
 
 
Amcor (Australia)
BMS
Packaging
6-Aug-18
Stock
Jun-19
$56.08
$55.15
1.7%
HIG
NAVG
P&C Insurance
22-Aug-18
Cash
Jun-19
$70.00
$69.93
0.1%
4Q-2018
 
 
 
 
 
 
 
 
ESV
RDC
Oil Drillers
8-Oct-18
Stock
Jun-19
$11.10
$11.08
0.1%
HRS
LLL
Aerospace & Defense
14-Oct-18
Stock
Jun-19
$211.71
$210.55
0.5%
Oncor Electric
HIFR
Utility REIT
18-Oct-18
Cash
Jun-19
$21.00
$21.04
-0.2%
IBM
RHT
Technology- Software
28-Oct-18
Cash
Dec-19
$190.00
$183.10
3.8%
ILMN
PACB
Healthcare-Diagnostics
1-Nov-18
Cash
Jun-19
$8.00
$7.34
9.0%
IIVI
FNSR
Communication Equipment
9-Nov-18
Cash/Stock
Jun-19
$24.42
$24.01
1.7%
NXTR
TRCO
TV Broadcaster
3-Dec-18
Cash
Sep-19
$46.50
$46.17
0.7%
Siris Capital/Evergreen Coast Capital (Elliott)
TVPT
Leisure
10-Dec-18
Cash
Jun-19
$15.75
$15.70
0.3%
LVMH
BEL
Lodging
14-Dec-18
Cash
Jun-19
$25.00
$24.95
0.2%
ABCB
LION
Regional Banks
17-Dec-18
Stock
Jun-19
$28.08
$28.01
0.2%
1Q-2019
 
 
 
 
 
 
 
 
BMY
CELG
Biopharmaceuticals
3-Jan-19
Cash/Stock
Sep-19
$96.03
$94.24
1.9%
DXC
LXFT
Technology-Software
7-Jan-19
Cash
Jun-19
$59.00
$58.75
0.4%
NEM
GG
Gold Mining
14-Jan-19
Stock
Jun-19
$11.96
$11.68
2.4%
FISV
FDC
Business Services
16-Jan-19
Stock
Dec-19
$26.77
$26.20
2.2%
CHFC
TCF
Regional Banks
28-Jan-19
Stock
Oct-19
$21.86
$21.66
0.9%
Hellman & Friedman
ULTI
Software Infrastructure
4-Feb-19
Cash
Jun-19
$331.50
$330.21
0.4%
SXC
SXCP
Coal MLP
5-Feb-19
Stock
Jul-19
$12.52
$13.00
-3.7%
BBT
STI
Regional Banks
7-Feb-19
Stock
Dec-19
$62.16
$61.20
1.6%
Thomas Bravo
ELLI
Mortgage Software 
12-Feb-19
Cash
Jul-19
$99.00
$98.87
0.1%
Qlik
ATTU
Technology-Software Application
21-Feb-19
Cash
Jun-19
$23.50
$23.37
0.6%
Roche
ONCE
Biotech
25-Feb-19
Cash
Jun-19
$114.50
$112.76
1.5%
Ipsen
CMTA
Biotech
25-Feb-19
Cash
Jun-19
$25.00
$26.23
-4.7%
Platinum Equity
LABL
Business Services
25-Feb-19
Cash
Sep-19
$50.00
$50.00
0.0%
BIIB
NITE
Biotech
4-Mar-19
Cash
Jun-19
$25.50
$25.36
0.6%
NVDA
MLNX
Technology – Semiconductors
11-Mar-19
Cash
Dec-19
$125.00
$118.41
5.6%
SNN
OSIR
Biotech
12-Mar-19
Cash
Jun-19
$19.00
$19.00
0.0%
FIS
WP
Business Services
18-Mar-19
Cash/Stock
Dec-19
$116.40
$113.94
2.2%
JLL
HFF
Commercial Real Estate Services
19-Mar-19
Cash/Stock
Sep-19
$47.58
$47.31
0.6%
CUZ
TIER
Office REIT
25-Mar-19
Stock
Sep-19
$28.55
$28.27
1.0%
CNC
WCG
Healthcare Plans
27-Mar-19
Cash/Stock
Jun-20
$315.09
$287.14
9.7%
ON
QTNA
Technology – Semiconductors
27-Mar-19
Cash
Dec-19
$24.50
$24.14
1.5%
ZF Friedrichshafen
WBC
Auto Parts
28-Mar-19
Cash
Mar-20
$136.50
$133.58
2.2%
2Q-2019
 
 
 
 
 
 
 
 
UGI
APU
Utility – Regulated Gas
2-Apr-19
Cash/Stock
Sep-19
$34.17
$35.42
-3.5%
Merck KGaA
VSM
Specialty Chemicals
8-Apr-19
Cash
Dec-19
$53.00
$51.82
2.3%

Source: AlphaSituations

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Brief Event-Driven: Shinetsu Buyback – Maybe More Than It Appears and more

By | Event-Driven

In this briefing:

  1. Shinetsu Buyback – Maybe More Than It Appears

1. Shinetsu Buyback – Maybe More Than It Appears

Screen%20shot%202019 03 12%20at%207.09.56%20pm

On 12 March 2019 after the close, Shin Etsu Chemical (4063 JP)announced a share buyback program to buy up to 14 million shares for up to ¥100 billion. If it bought all 14 million shares, that would be 3.3% of shares outstanding. Simultaneously, it announced a ToSTNeT-3 buyback of 11,001,100 shares at today’s closing price of ¥9,090/share which if all bought would complete the buyback program. 

As I write, the shares are up 4-6% in thin trading in the ADRs. 

There was some speculation across the Street there would be a buyback because of slowing earnings expectations and a surfeit of capital, which was itself important because of the company’s lack of recent history of buybacks (the last and only time the company has bought back shares (to date) was a repurchase of 3 million shares for ¥13.6 billion in late October 2008 when things were hairy (and cheap)). 

The shares are down over the past year, but the price in the past few days is not dramatically at the low end of the range of the past six months or so.

There may be some information in the context and structure of this buyback which tells you something different than people’s first reaction. 

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