Category

TMT/Internet

Brief TMT & Internet: Up Fintech (Tiger Brokers) IPO Quick Take – It’s Not like Futu, Won’t Perform like It Either and more

By | TMT/Internet

In this briefing:

  1. Up Fintech (Tiger Brokers) IPO Quick Take – It’s Not like Futu, Won’t Perform like It Either
  2. Bharti Infratel: Bad News Largely in the Price Now. Upgrade to Neutral
  3. Meituan Dianping 4Q2018 Quick Read: Monetization Rate and Margins Disappointed
  4. Opportunities in U.S. Technology Sector
  5. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High

1. Up Fintech (Tiger Brokers) IPO Quick Take – It’s Not like Futu, Won’t Perform like It Either

Xiaomi

Up Fintech (TIGR US) plans to raise up to US$91m in its US listing. The company counts Xiaomi Corp (1810 HK) and Interactive Brokers Group, Inc (IBKR US) as its main investors.

In my earlier insights, I commented about Tiger’s reliance on IBKR and compared its operations with Futu Holdings Ltd (FHL US):

In this insight, I’ll run the deal through our framework and comment on valuations.

2. Bharti Infratel: Bad News Largely in the Price Now. Upgrade to Neutral

Bhin%20mults

Following three years of share price declines, Chris Hoare has started to moderate his negative view on Bharti Infratel (BHIN IN). Our thesis, that Infratel would struggle as the market consolidated to three players, has largely played out. We remain wary of the viability of Vodafone Idea (IDEA IN) at current tariff levels but the ongoing capital raising at IDEA puts off the day of reckoning, while IDEA’s exit penalties (as they consolidate with Vodafone) are being paid quarterly which will flatter revenues/cash flow. We think earnings forecasts have probably bottomed for the time being and raise our recommendation to Neutral and upgrade our price target to INR270 (from INR220).

3. Meituan Dianping 4Q2018 Quick Read: Monetization Rate and Margins Disappointed

Screen%20shot%202019 03 11%20at%2011.23.05%20pm

Meituan Dianping reported 4Q2018 numbers last night. As we covered the company’s IPO and lock-up expiry, we took a close look the company 4Q2018 results and listened in the conference call. While we are encouraged by the company’s strong transaction volume and revenue growth in 4Q2018, we are less bullish given the deceleration of monetization growth. We also note that the company trimmed down the details of reporting, in particular, the operation of its New Initiative segment and hence results were less transparent. 

4. Opportunities in U.S. Technology Sector

Untitled

Technology is our favorite Sector within the U.S. equity landscape, and remains leadership – 73% of our Tech Groups are in the top 33% in terms of our Relative Strength Rankings (RSRs). Internally, semis and semi-suppliers continue to outperform and many names have pulled back to offer attractive entry points. In this report we highlight our favorite setups within the U.S. Technology Sector. 

5. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High

Recent%20us%20listing

Futu Holdings Ltd (FHL US)‘s IPO was priced at the top-end at US$12/ADS raising a total of US$160m, including the US$70m raised from General Atlantic via a concurrent private placement.

In my earlier insights, I looked at the company’s background,  past financial performance, scored the deal on our IPO framework and compared it to Tiger Brokers: 

In this insight, I will re-visit some of the deal dynamics, comment on share price drivers and provide a table with implied valuations.

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 TMT & Internet: Bharti Infratel: Bad News Largely in the Price Now. Upgrade to Neutral and more

By | TMT/Internet

In this briefing:

  1. Bharti Infratel: Bad News Largely in the Price Now. Upgrade to Neutral
  2. Meituan Dianping 4Q2018 Quick Read: Monetization Rate and Margins Disappointed
  3. Opportunities in U.S. Technology Sector
  4. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High
  5. Hitachi High Tech’s Ace in the Hole

1. Bharti Infratel: Bad News Largely in the Price Now. Upgrade to Neutral

Bharti infratel 5 year price chart raising the target price as earnings bottomed for now bharti infratel price nsr 12 month target price chartbuilder

Following three years of share price declines, Chris Hoare has started to moderate his negative view on Bharti Infratel (BHIN IN). Our thesis, that Infratel would struggle as the market consolidated to three players, has largely played out. We remain wary of the viability of Vodafone Idea (IDEA IN) at current tariff levels but the ongoing capital raising at IDEA puts off the day of reckoning, while IDEA’s exit penalties (as they consolidate with Vodafone) are being paid quarterly which will flatter revenues/cash flow. We think earnings forecasts have probably bottomed for the time being and raise our recommendation to Neutral and upgrade our price target to INR270 (from INR220).

2. Meituan Dianping 4Q2018 Quick Read: Monetization Rate and Margins Disappointed

Screen%20shot%202019 03 12%20at%208.31.20%20am

Meituan Dianping reported 4Q2018 numbers last night. As we covered the company’s IPO and lock-up expiry, we took a close look the company 4Q2018 results and listened in the conference call. While we are encouraged by the company’s strong transaction volume and revenue growth in 4Q2018, we are less bullish given the deceleration of monetization growth. We also note that the company trimmed down the details of reporting, in particular, the operation of its New Initiative segment and hence results were less transparent. 

3. Opportunities in U.S. Technology Sector

Untitled

Technology is our favorite Sector within the U.S. equity landscape, and remains leadership – 73% of our Tech Groups are in the top 33% in terms of our Relative Strength Rankings (RSRs). Internally, semis and semi-suppliers continue to outperform and many names have pulled back to offer attractive entry points. In this report we highlight our favorite setups within the U.S. Technology Sector. 

4. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High

Tencent%20subscription

Futu Holdings Ltd (FHL US)‘s IPO was priced at the top-end at US$12/ADS raising a total of US$160m, including the US$70m raised from General Atlantic via a concurrent private placement.

In my earlier insights, I looked at the company’s background,  past financial performance, scored the deal on our IPO framework and compared it to Tiger Brokers: 

In this insight, I will re-visit some of the deal dynamics, comment on share price drivers and provide a table with implied valuations.

5. Hitachi High Tech’s Ace in the Hole

Hht.profit.break.2

Last Friday, Hitachi (6501) was reported to be considering selling Hitachi Chemical (4217), according to media sources over the weekend. This has sent Hitachi Chemical and its parent into a frenzy with Hitachi Chemical ADR up 13% last Friday. We believe this news is relevant for Hitachi High Tech because both subsidiaries are 51-52% consolidated by the parent Hitachi, and both have arguably businesses with little synergy with the parent. We believe that Hitachi High Tech is also rumored to be on the block for sale or spin-off.  Media sources say that Hitachi is considering a sale of Hitachi Chemical and would reap Y300bn.  The current value of their 51% ownership in Hitachi Chemical is Y211bn, and thus there is 42% implied upside if the Y300bn figure is achieved.

To recap Q3 results for Hitachi High Tech from January 31, 2019, the numbers were decent with earnings above consensus forecasts by 33% for Q3 (Y15.8bn OP versus Y13.8bn forecast). The profit rise was due to improved margins in medical and continued strength in process semiconductor equipment. The shares are up 20% year-to-date, outperforming the Nikkei by 15%. Some of the fears of a sharp slowdown in semiconductor have been nullified by the continued strength in logic chip investments as well as the improved profitability in medical clinical analyzers. Medical profits soared 46% YoY in Q3 to Y7.6bn on a 13% YoY increase in revenues. OP margin improved from 12.3% to 15.8% YoY.

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 TMT & Internet: Meituan Dianping 4Q2018 Quick Read: Monetization Rate and Margins Disappointed and more

By | TMT/Internet

In this briefing:

  1. Meituan Dianping 4Q2018 Quick Read: Monetization Rate and Margins Disappointed
  2. Opportunities in U.S. Technology Sector
  3. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High
  4. Hitachi High Tech’s Ace in the Hole
  5. Tesla’s Plan B 2.0; Y Not

1. Meituan Dianping 4Q2018 Quick Read: Monetization Rate and Margins Disappointed

Screen%20shot%202019 03 11%20at%2011.23.05%20pm

Meituan Dianping reported 4Q2018 numbers last night. As we covered the company’s IPO and lock-up expiry, we took a close look the company 4Q2018 results and listened in the conference call. While we are encouraged by the company’s strong transaction volume and revenue growth in 4Q2018, we are less bullish given the deceleration of monetization growth. We also note that the company trimmed down the details of reporting, in particular, the operation of its New Initiative segment and hence results were less transparent. 

2. Opportunities in U.S. Technology Sector

Untitled

Technology is our favorite Sector within the U.S. equity landscape, and remains leadership – 73% of our Tech Groups are in the top 33% in terms of our Relative Strength Rankings (RSRs). Internally, semis and semi-suppliers continue to outperform and many names have pulled back to offer attractive entry points. In this report we highlight our favorite setups within the U.S. Technology Sector. 

3. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High

Recent%20us%20listing

Futu Holdings Ltd (FHL US)‘s IPO was priced at the top-end at US$12/ADS raising a total of US$160m, including the US$70m raised from General Atlantic via a concurrent private placement.

In my earlier insights, I looked at the company’s background,  past financial performance, scored the deal on our IPO framework and compared it to Tiger Brokers: 

In this insight, I will re-visit some of the deal dynamics, comment on share price drivers and provide a table with implied valuations.

4. Hitachi High Tech’s Ace in the Hole

Hht.profit.break.2

Last Friday, Hitachi (6501) was reported to be considering selling Hitachi Chemical (4217), according to media sources over the weekend. This has sent Hitachi Chemical and its parent into a frenzy with Hitachi Chemical ADR up 13% last Friday. We believe this news is relevant for Hitachi High Tech because both subsidiaries are 51-52% consolidated by the parent Hitachi, and both have arguably businesses with little synergy with the parent. We believe that Hitachi High Tech is also rumored to be on the block for sale or spin-off.  Media sources say that Hitachi is considering a sale of Hitachi Chemical and would reap Y300bn.  The current value of their 51% ownership in Hitachi Chemical is Y211bn, and thus there is 42% implied upside if the Y300bn figure is achieved.

To recap Q3 results for Hitachi High Tech from January 31, 2019, the numbers were decent with earnings above consensus forecasts by 33% for Q3 (Y15.8bn OP versus Y13.8bn forecast). The profit rise was due to improved margins in medical and continued strength in process semiconductor equipment. The shares are up 20% year-to-date, outperforming the Nikkei by 15%. Some of the fears of a sharp slowdown in semiconductor have been nullified by the continued strength in logic chip investments as well as the improved profitability in medical clinical analyzers. Medical profits soared 46% YoY in Q3 to Y7.6bn on a 13% YoY increase in revenues. OP margin improved from 12.3% to 15.8% YoY.

5. Tesla’s Plan B 2.0; Y Not

Model%20y%20reveal

Tesla Motors (TSLA US) has changed its mind, again, and now reportedly is putting on hold plans to close hundreds of its mostly newly opened stores and lay off thousands more employees–at least until the end of the month.

Employees, customers, suppliers, and investors still are reeling over Tesla’s startling decision, announced February 28th, to move immediately to online-only sales, a dramatic reversal of strategy still in place as of the 2018 10-K filing on February 19th in which the company had touted growth via recent store expansions and substantial additions planned globally going forward

Tesla explained that even with now three substantial price cuts on all its cars and now three significant layoffs since last summer, it must slash costs even more to support the launch of its long overdue $35,000 base version of the flagship Model 3 (see my report Tesla’s New Plan: Buy Before You Try).

I warned clients that Tesla’s stunning strategy reversal seemed driven more by alarming cash consumption plus much weaker than expected sales and profit margins already apparent in what is shaping up to be a disastrous first quarter–troubling trends that may continue. However, as I noted, it also costs money to close stores, get out of leases (good luck with that), fire employees and redistribute remaining staff, and sell off fairly new equipment at steep losses.

Not to mention that shiny new Tesla stores suddenly going dark may appear ominously similar to retail stores going out of business seen increasingly all over the country–a bad look for Tesla, especially given customers already are spooked by its escalating quality, reliability, and service problems (see “Musk and Weird Q3 Developments Are Driving Investors to Telsa’s Rivals” and “Tesla – Dave’s Not Here, and Musk Won’t Leave” and “Tesla: Down to the Wire” and Tesla – Truth and Consequences).

Tesla probably hasn’t seen the light–it’s just received as of March 1st a desperately needed cash infusion by finally securing overdue funding for Tesla Shanghai Gigafactory 3 which has been under construction since January (see Tesla – Shanghai Surprise). Unfortunately, the four banks in Tesla’s new “China Loan Agreement,” which the company announced on Thursday with a rare 8-K filing, committed only to fund a one-year limited purpose loan for up to 3.5 billion yuan ($521 million). This is barely enough time or cash to get the Shanghai assembly plant up and running–much less also stave off the current cash crunch.

But Tesla must keep up appearances as well as bolster its liquidity through at least the end of the quarter as it gets ready to reveal Thursday evening the long-awaited Model Y–though I suspect this won’t result in a massive burst of cash from new reservations as Tesla hopes.

Years of robbing Peter to pay Paul hasn’t produced a sustainable growth model for Tesla, mostly because its business strategy still is better described as, “Wow, we didn’t see that coming.”

Continue reading for Bond Angle analysis.

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 TMT & Internet: Opportunities in U.S. Technology Sector and more

By | TMT/Internet

In this briefing:

  1. Opportunities in U.S. Technology Sector
  2. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High
  3. Hitachi High Tech’s Ace in the Hole
  4. Tesla’s Plan B 2.0; Y Not
  5. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding

1. Opportunities in U.S. Technology Sector

Untitled

Technology is our favorite Sector within the U.S. equity landscape, and remains leadership – 73% of our Tech Groups are in the top 33% in terms of our Relative Strength Rankings (RSRs). Internally, semis and semi-suppliers continue to outperform and many names have pulled back to offer attractive entry points. In this report we highlight our favorite setups within the U.S. Technology Sector. 

2. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High

Price

Futu Holdings Ltd (FHL US)‘s IPO was priced at the top-end at US$12/ADS raising a total of US$160m, including the US$70m raised from General Atlantic via a concurrent private placement.

In my earlier insights, I looked at the company’s background,  past financial performance, scored the deal on our IPO framework and compared it to Tiger Brokers: 

In this insight, I will re-visit some of the deal dynamics, comment on share price drivers and provide a table with implied valuations.

3. Hitachi High Tech’s Ace in the Hole

Hht.profit.break.2

Last Friday, Hitachi (6501) was reported to be considering selling Hitachi Chemical (4217), according to media sources over the weekend. This has sent Hitachi Chemical and its parent into a frenzy with Hitachi Chemical ADR up 13% last Friday. We believe this news is relevant for Hitachi High Tech because both subsidiaries are 51-52% consolidated by the parent Hitachi, and both have arguably businesses with little synergy with the parent. We believe that Hitachi High Tech is also rumored to be on the block for sale or spin-off.  Media sources say that Hitachi is considering a sale of Hitachi Chemical and would reap Y300bn.  The current value of their 51% ownership in Hitachi Chemical is Y211bn, and thus there is 42% implied upside if the Y300bn figure is achieved.

To recap Q3 results for Hitachi High Tech from January 31, 2019, the numbers were decent with earnings above consensus forecasts by 33% for Q3 (Y15.8bn OP versus Y13.8bn forecast). The profit rise was due to improved margins in medical and continued strength in process semiconductor equipment. The shares are up 20% year-to-date, outperforming the Nikkei by 15%. Some of the fears of a sharp slowdown in semiconductor have been nullified by the continued strength in logic chip investments as well as the improved profitability in medical clinical analyzers. Medical profits soared 46% YoY in Q3 to Y7.6bn on a 13% YoY increase in revenues. OP margin improved from 12.3% to 15.8% YoY.

4. Tesla’s Plan B 2.0; Y Not

Tesla%20has%20horrible%20safety%20record

Tesla Motors (TSLA US) has changed its mind, again, and now reportedly is putting on hold plans to close hundreds of its mostly newly opened stores and lay off thousands more employees–at least until the end of the month.

Employees, customers, suppliers, and investors still are reeling over Tesla’s startling decision, announced February 28th, to move immediately to online-only sales, a dramatic reversal of strategy still in place as of the 2018 10-K filing on February 19th in which the company had touted growth via recent store expansions and substantial additions planned globally going forward

Tesla explained that even with now three substantial price cuts on all its cars and now three significant layoffs since last summer, it must slash costs even more to support the launch of its long overdue $35,000 base version of the flagship Model 3 (see my report Tesla’s New Plan: Buy Before You Try).

I warned clients that Tesla’s stunning strategy reversal seemed driven more by alarming cash consumption plus much weaker than expected sales and profit margins already apparent in what is shaping up to be a disastrous first quarter–troubling trends that may continue. However, as I noted, it also costs money to close stores, get out of leases (good luck with that), fire employees and redistribute remaining staff, and sell off fairly new equipment at steep losses.

Not to mention that shiny new Tesla stores suddenly going dark may appear ominously similar to retail stores going out of business seen increasingly all over the country–a bad look for Tesla, especially given customers already are spooked by its escalating quality, reliability, and service problems (see “Musk and Weird Q3 Developments Are Driving Investors to Telsa’s Rivals” and “Tesla – Dave’s Not Here, and Musk Won’t Leave” and “Tesla: Down to the Wire” and Tesla – Truth and Consequences).

Tesla probably hasn’t seen the light–it’s just received as of March 1st a desperately needed cash infusion by finally securing overdue funding for Tesla Shanghai Gigafactory 3 which has been under construction since January (see Tesla – Shanghai Surprise). Unfortunately, the four banks in Tesla’s new “China Loan Agreement,” which the company announced on Thursday with a rare 8-K filing, committed only to fund a one-year limited purpose loan for up to 3.5 billion yuan ($521 million). This is barely enough time or cash to get the Shanghai assembly plant up and running–much less also stave off the current cash crunch.

But Tesla must keep up appearances as well as bolster its liquidity through at least the end of the quarter as it gets ready to reveal Thursday evening the long-awaited Model Y–though I suspect this won’t result in a massive burst of cash from new reservations as Tesla hopes.

Years of robbing Peter to pay Paul hasn’t produced a sustainable growth model for Tesla, mostly because its business strategy still is better described as, “Wow, we didn’t see that coming.”

Continue reading for Bond Angle analysis.

5. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding

In this version of the GER weekly EVENTS research wrap, we contend that investors should cash out on the MYOB Group Ltd (MYO AU) deal and assess the NAV discount potential for Rakuten Inc (4755 JP) post the IPO launch of Lyft Inc (0812823D US) – of which Rakuten has a 13% stake. Moreover, we dig into the deals for Delta Electronics Thai (DELTA TB) , Graincorp Ltd A (GNC AU) and Hopewell Holdings (54 HK)

More details can be found below. 

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

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 TMT & Internet: Futu Holdings IPO Trading Update – Might Be Trading a Little Too High and more

By | TMT/Internet

In this briefing:

  1. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High
  2. Hitachi High Tech’s Ace in the Hole
  3. Tesla’s Plan B 2.0; Y Not
  4. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding
  5. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required

1. Futu Holdings IPO Trading Update – Might Be Trading a Little Too High

Tencent%20subscription

Futu Holdings Ltd (FHL US)‘s IPO was priced at the top-end at US$12/ADS raising a total of US$160m, including the US$70m raised from General Atlantic via a concurrent private placement.

In my earlier insights, I looked at the company’s background,  past financial performance, scored the deal on our IPO framework and compared it to Tiger Brokers: 

In this insight, I will re-visit some of the deal dynamics, comment on share price drivers and provide a table with implied valuations.

2. Hitachi High Tech’s Ace in the Hole

Hht.profit.break.2

Last Friday, Hitachi (6501) was reported to be considering selling Hitachi Chemical (4217), according to media sources over the weekend. This has sent Hitachi Chemical and its parent into a frenzy with Hitachi Chemical ADR up 13% last Friday. We believe this news is relevant for Hitachi High Tech because both subsidiaries are 51-52% consolidated by the parent Hitachi, and both have arguably businesses with little synergy with the parent. We believe that Hitachi High Tech is also rumored to be on the block for sale or spin-off.  Media sources say that Hitachi is considering a sale of Hitachi Chemical and would reap Y300bn.  The current value of their 51% ownership in Hitachi Chemical is Y211bn, and thus there is 42% implied upside if the Y300bn figure is achieved.

To recap Q3 results for Hitachi High Tech from January 31, 2019, the numbers were decent with earnings above consensus forecasts by 33% for Q3 (Y15.8bn OP versus Y13.8bn forecast). The profit rise was due to improved margins in medical and continued strength in process semiconductor equipment. The shares are up 20% year-to-date, outperforming the Nikkei by 15%. Some of the fears of a sharp slowdown in semiconductor have been nullified by the continued strength in logic chip investments as well as the improved profitability in medical clinical analyzers. Medical profits soared 46% YoY in Q3 to Y7.6bn on a 13% YoY increase in revenues. OP margin improved from 12.3% to 15.8% YoY.

3. Tesla’s Plan B 2.0; Y Not

Model%20y%20reveal

Tesla Motors (TSLA US) has changed its mind, again, and now reportedly is putting on hold plans to close hundreds of its mostly newly opened stores and lay off thousands more employees–at least until the end of the month.

Employees, customers, suppliers, and investors still are reeling over Tesla’s startling decision, announced February 28th, to move immediately to online-only sales, a dramatic reversal of strategy still in place as of the 2018 10-K filing on February 19th in which the company had touted growth via recent store expansions and substantial additions planned globally going forward

Tesla explained that even with now three substantial price cuts on all its cars and now three significant layoffs since last summer, it must slash costs even more to support the launch of its long overdue $35,000 base version of the flagship Model 3 (see my report Tesla’s New Plan: Buy Before You Try).

I warned clients that Tesla’s stunning strategy reversal seemed driven more by alarming cash consumption plus much weaker than expected sales and profit margins already apparent in what is shaping up to be a disastrous first quarter–troubling trends that may continue. However, as I noted, it also costs money to close stores, get out of leases (good luck with that), fire employees and redistribute remaining staff, and sell off fairly new equipment at steep losses.

Not to mention that shiny new Tesla stores suddenly going dark may appear ominously similar to retail stores going out of business seen increasingly all over the country–a bad look for Tesla, especially given customers already are spooked by its escalating quality, reliability, and service problems (see “Musk and Weird Q3 Developments Are Driving Investors to Telsa’s Rivals” and “Tesla – Dave’s Not Here, and Musk Won’t Leave” and “Tesla: Down to the Wire” and Tesla – Truth and Consequences).

Tesla probably hasn’t seen the light–it’s just received as of March 1st a desperately needed cash infusion by finally securing overdue funding for Tesla Shanghai Gigafactory 3 which has been under construction since January (see Tesla – Shanghai Surprise). Unfortunately, the four banks in Tesla’s new “China Loan Agreement,” which the company announced on Thursday with a rare 8-K filing, committed only to fund a one-year limited purpose loan for up to 3.5 billion yuan ($521 million). This is barely enough time or cash to get the Shanghai assembly plant up and running–much less also stave off the current cash crunch.

But Tesla must keep up appearances as well as bolster its liquidity through at least the end of the quarter as it gets ready to reveal Thursday evening the long-awaited Model Y–though I suspect this won’t result in a massive burst of cash from new reservations as Tesla hopes.

Years of robbing Peter to pay Paul hasn’t produced a sustainable growth model for Tesla, mostly because its business strategy still is better described as, “Wow, we didn’t see that coming.”

Continue reading for Bond Angle analysis.

4. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding

In this version of the GER weekly EVENTS research wrap, we contend that investors should cash out on the MYOB Group Ltd (MYO AU) deal and assess the NAV discount potential for Rakuten Inc (4755 JP) post the IPO launch of Lyft Inc (0812823D US) – of which Rakuten has a 13% stake. Moreover, we dig into the deals for Delta Electronics Thai (DELTA TB) , Graincorp Ltd A (GNC AU) and Hopewell Holdings (54 HK)

More details can be found below. 

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

5. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required

Fd

Meituan Dianping (3690 HK)‘s shares currently trade 18% below its IPO price of HK$69.00 per share. Meituan will announce its 4Q18 results on Monday, 11 March 2019, after market close. Notably, Meituan’s six-month lock-up period expires on 19 March 2019.

We believe that should Meituan deliver a strong 4Q18; it will likely not experience Xiaomi Corp (1810 HK)’s share price collapse after the end of its six-month lock-up period.

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 TMT & Internet: Hitachi High Tech’s Ace in the Hole and more

By | TMT/Internet

In this briefing:

  1. Hitachi High Tech’s Ace in the Hole
  2. Tesla’s Plan B 2.0; Y Not
  3. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding
  4. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required
  5. HHI – DSME Acquisition: Current Situation & Trade Approach

1. Hitachi High Tech’s Ace in the Hole

Hht.profit.break.2

Last Friday, Hitachi (6501) was reported to be considering selling Hitachi Chemical (4217), according to media sources over the weekend. This has sent Hitachi Chemical and its parent into a frenzy with Hitachi Chemical ADR up 13% last Friday. We believe this news is relevant for Hitachi High Tech because both subsidiaries are 51-52% consolidated by the parent Hitachi, and both have arguably businesses with little synergy with the parent. We believe that Hitachi High Tech is also rumored to be on the block for sale or spin-off.  Media sources say that Hitachi is considering a sale of Hitachi Chemical and would reap Y300bn.  The current value of their 51% ownership in Hitachi Chemical is Y211bn, and thus there is 42% implied upside if the Y300bn figure is achieved.

To recap Q3 results for Hitachi High Tech from January 31, 2019, the numbers were decent with earnings above consensus forecasts by 33% for Q3 (Y15.8bn OP versus Y13.8bn forecast). The profit rise was due to improved margins in medical and continued strength in process semiconductor equipment. The shares are up 20% year-to-date, outperforming the Nikkei by 15%. Some of the fears of a sharp slowdown in semiconductor have been nullified by the continued strength in logic chip investments as well as the improved profitability in medical clinical analyzers. Medical profits soared 46% YoY in Q3 to Y7.6bn on a 13% YoY increase in revenues. OP margin improved from 12.3% to 15.8% YoY.

2. Tesla’s Plan B 2.0; Y Not

Tesla%20has%20horrible%20safety%20record

Tesla Motors (TSLA US) has changed its mind, again, and now reportedly is putting on hold plans to close hundreds of its mostly newly opened stores and lay off thousands more employees–at least until the end of the month.

Employees, customers, suppliers, and investors still are reeling over Tesla’s startling decision, announced February 28th, to move immediately to online-only sales, a dramatic reversal of strategy still in place as of the 2018 10-K filing on February 19th in which the company had touted growth via recent store expansions and substantial additions planned globally going forward

Tesla explained that even with now three substantial price cuts on all its cars and now three significant layoffs since last summer, it must slash costs even more to support the launch of its long overdue $35,000 base version of the flagship Model 3 (see my report Tesla’s New Plan: Buy Before You Try).

I warned clients that Tesla’s stunning strategy reversal seemed driven more by alarming cash consumption plus much weaker than expected sales and profit margins already apparent in what is shaping up to be a disastrous first quarter–troubling trends that may continue. However, as I noted, it also costs money to close stores, get out of leases (good luck with that), fire employees and redistribute remaining staff, and sell off fairly new equipment at steep losses.

Not to mention that shiny new Tesla stores suddenly going dark may appear ominously similar to retail stores going out of business seen increasingly all over the country–a bad look for Tesla, especially given customers already are spooked by its escalating quality, reliability, and service problems (see “Musk and Weird Q3 Developments Are Driving Investors to Telsa’s Rivals” and “Tesla – Dave’s Not Here, and Musk Won’t Leave” and “Tesla: Down to the Wire” and Tesla – Truth and Consequences).

Tesla probably hasn’t seen the light–it’s just received as of March 1st a desperately needed cash infusion by finally securing overdue funding for Tesla Shanghai Gigafactory 3 which has been under construction since January (see Tesla – Shanghai Surprise). Unfortunately, the four banks in Tesla’s new “China Loan Agreement,” which the company announced on Thursday with a rare 8-K filing, committed only to fund a one-year limited purpose loan for up to 3.5 billion yuan ($521 million). This is barely enough time or cash to get the Shanghai assembly plant up and running–much less also stave off the current cash crunch.

But Tesla must keep up appearances as well as bolster its liquidity through at least the end of the quarter as it gets ready to reveal Thursday evening the long-awaited Model Y–though I suspect this won’t result in a massive burst of cash from new reservations as Tesla hopes.

Years of robbing Peter to pay Paul hasn’t produced a sustainable growth model for Tesla, mostly because its business strategy still is better described as, “Wow, we didn’t see that coming.”

Continue reading for Bond Angle analysis.

3. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding

In this version of the GER weekly EVENTS research wrap, we contend that investors should cash out on the MYOB Group Ltd (MYO AU) deal and assess the NAV discount potential for Rakuten Inc (4755 JP) post the IPO launch of Lyft Inc (0812823D US) – of which Rakuten has a 13% stake. Moreover, we dig into the deals for Delta Electronics Thai (DELTA TB) , Graincorp Ltd A (GNC AU) and Hopewell Holdings (54 HK)

More details can be found below. 

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

4. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required

Iht

Meituan Dianping (3690 HK)‘s shares currently trade 18% below its IPO price of HK$69.00 per share. Meituan will announce its 4Q18 results on Monday, 11 March 2019, after market close. Notably, Meituan’s six-month lock-up period expires on 19 March 2019.

We believe that should Meituan deliver a strong 4Q18; it will likely not experience Xiaomi Corp (1810 HK)’s share price collapse after the end of its six-month lock-up period.

5. HHI – DSME Acquisition: Current Situation & Trade Approach

3

  • The DSME deal between HHI and KDB was officially finalized last Friday. We will then have the following four step process. Schedule detail is yet to come out. HHI intermediate holdco is named Korea Shipbuilding & Offshore Engineering, or KSOE.
  • HHI went south by nearly 4% last Friday when the deal was finalized. DSME stayed flat. Why did this happen? There was another story we heard last Friday. HHI and Korea Eximbank agreed that the ₩2.3tril CBs wouldn’t be converted into DSME shares and disposed any time soon. Not only that, there will be a downwardly interest adjustment to help ease DSME’s financial burden.
  • This agreement immediately sparked a speculation that HHI must have pledged Korea Eximbank some sort of DSME valuation pushings. This is like a value transfer rather from HHI to DSME. I’d wrap the current HHI long/DSEM short position at this point. Short-term, I expect DSME outperforming HHI. Longer term, I still doubt what value transfer from who to who. I’d rather stay away from both.

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Brief TMT & Internet: Tesla’s Plan B 2.0; Y Not and more

By | TMT/Internet

In this briefing:

  1. Tesla’s Plan B 2.0; Y Not
  2. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding
  3. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required
  4. HHI – DSME Acquisition: Current Situation & Trade Approach
  5. Omron into the Nikkei 225, Pioneer Out

1. Tesla’s Plan B 2.0; Y Not

Model%20y%20reveal

Tesla Motors (TSLA US) has changed its mind, again, and now reportedly is putting on hold plans to close hundreds of its mostly newly opened stores and lay off thousands more employees–at least until the end of the month.

Employees, customers, suppliers, and investors still are reeling over Tesla’s startling decision, announced February 28th, to move immediately to online-only sales, a dramatic reversal of strategy still in place as of the 2018 10-K filing on February 19th in which the company had touted growth via recent store expansions and substantial additions planned globally going forward

Tesla explained that even with now three substantial price cuts on all its cars and now three significant layoffs since last summer, it must slash costs even more to support the launch of its long overdue $35,000 base version of the flagship Model 3 (see my report Tesla’s New Plan: Buy Before You Try).

I warned clients that Tesla’s stunning strategy reversal seemed driven more by alarming cash consumption plus much weaker than expected sales and profit margins already apparent in what is shaping up to be a disastrous first quarter–troubling trends that may continue. However, as I noted, it also costs money to close stores, get out of leases (good luck with that), fire employees and redistribute remaining staff, and sell off fairly new equipment at steep losses.

Not to mention that shiny new Tesla stores suddenly going dark may appear ominously similar to retail stores going out of business seen increasingly all over the country–a bad look for Tesla, especially given customers already are spooked by its escalating quality, reliability, and service problems (see “Musk and Weird Q3 Developments Are Driving Investors to Telsa’s Rivals” and “Tesla – Dave’s Not Here, and Musk Won’t Leave” and “Tesla: Down to the Wire” and Tesla – Truth and Consequences).

Tesla probably hasn’t seen the light–it’s just received as of March 1st a desperately needed cash infusion by finally securing overdue funding for Tesla Shanghai Gigafactory 3 which has been under construction since January (see Tesla – Shanghai Surprise). Unfortunately, the four banks in Tesla’s new “China Loan Agreement,” which the company announced on Thursday with a rare 8-K filing, committed only to fund a one-year limited purpose loan for up to 3.5 billion yuan ($521 million). This is barely enough time or cash to get the Shanghai assembly plant up and running–much less also stave off the current cash crunch.

But Tesla must keep up appearances as well as bolster its liquidity through at least the end of the quarter as it gets ready to reveal Thursday evening the long-awaited Model Y–though I suspect this won’t result in a massive burst of cash from new reservations as Tesla hopes.

Years of robbing Peter to pay Paul hasn’t produced a sustainable growth model for Tesla, mostly because its business strategy still is better described as, “Wow, we didn’t see that coming.”

Continue reading for Bond Angle analysis.

2. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding

In this version of the GER weekly EVENTS research wrap, we contend that investors should cash out on the MYOB Group Ltd (MYO AU) deal and assess the NAV discount potential for Rakuten Inc (4755 JP) post the IPO launch of Lyft Inc (0812823D US) – of which Rakuten has a 13% stake. Moreover, we dig into the deals for Delta Electronics Thai (DELTA TB) , Graincorp Ltd A (GNC AU) and Hopewell Holdings (54 HK)

More details can be found below. 

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

3. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required

Adj%20ebitda

Meituan Dianping (3690 HK)‘s shares currently trade 18% below its IPO price of HK$69.00 per share. Meituan will announce its 4Q18 results on Monday, 11 March 2019, after market close. Notably, Meituan’s six-month lock-up period expires on 19 March 2019.

We believe that should Meituan deliver a strong 4Q18; it will likely not experience Xiaomi Corp (1810 HK)’s share price collapse after the end of its six-month lock-up period.

4. HHI – DSME Acquisition: Current Situation & Trade Approach

3

  • The DSME deal between HHI and KDB was officially finalized last Friday. We will then have the following four step process. Schedule detail is yet to come out. HHI intermediate holdco is named Korea Shipbuilding & Offshore Engineering, or KSOE.
  • HHI went south by nearly 4% last Friday when the deal was finalized. DSME stayed flat. Why did this happen? There was another story we heard last Friday. HHI and Korea Eximbank agreed that the ₩2.3tril CBs wouldn’t be converted into DSME shares and disposed any time soon. Not only that, there will be a downwardly interest adjustment to help ease DSME’s financial burden.
  • This agreement immediately sparked a speculation that HHI must have pledged Korea Eximbank some sort of DSME valuation pushings. This is like a value transfer rather from HHI to DSME. I’d wrap the current HHI long/DSEM short position at this point. Short-term, I expect DSME outperforming HHI. Longer term, I still doubt what value transfer from who to who. I’d rather stay away from both.

5. Omron into the Nikkei 225, Pioneer Out

Friday 8 March after the close, the Nikkei announced that because the third party share sale of Pioneer Corp (6773 JP)  had been completed, it would be deleted from the Nikkei 225 Average (and the Nikkei 500 Index). Omron Corp (6645 JP) will replace Pioneer in the Nikkei 225 Average, with a deemed par value of 50 yen per share.

The date for this index deletion and inclusion event is the 15th of March, as per the schedule of the February 19th announcement as to how the Pioneer event would be treated. 

This affords special sits/events followers a couple of different events to look at. 

Get Straight to the Source on Smartkarma

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Brief TMT & Internet: Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding and more

By | TMT/Internet

In this briefing:

  1. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding
  2. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required
  3. HHI – DSME Acquisition: Current Situation & Trade Approach
  4. Omron into the Nikkei 225, Pioneer Out
  5. Last Week in Event SPACE: MYOB, Lynas, Versum, Jardines

1. Last Week in GER Event-Driven Research: Myob, Rakuten, Delta, Graincorp and Hopewell Holding

In this version of the GER weekly EVENTS research wrap, we contend that investors should cash out on the MYOB Group Ltd (MYO AU) deal and assess the NAV discount potential for Rakuten Inc (4755 JP) post the IPO launch of Lyft Inc (0812823D US) – of which Rakuten has a 13% stake. Moreover, we dig into the deals for Delta Electronics Thai (DELTA TB) , Graincorp Ltd A (GNC AU) and Hopewell Holdings (54 HK)

More details can be found below. 

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

2. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required

Adj%20ebitda

Meituan Dianping (3690 HK)‘s shares currently trade 18% below its IPO price of HK$69.00 per share. Meituan will announce its 4Q18 results on Monday, 11 March 2019, after market close. Notably, Meituan’s six-month lock-up period expires on 19 March 2019.

We believe that should Meituan deliver a strong 4Q18; it will likely not experience Xiaomi Corp (1810 HK)’s share price collapse after the end of its six-month lock-up period.

3. HHI – DSME Acquisition: Current Situation & Trade Approach

6

  • The DSME deal between HHI and KDB was officially finalized last Friday. We will then have the following four step process. Schedule detail is yet to come out. HHI intermediate holdco is named Korea Shipbuilding & Offshore Engineering, or KSOE.
  • HHI went south by nearly 4% last Friday when the deal was finalized. DSME stayed flat. Why did this happen? There was another story we heard last Friday. HHI and Korea Eximbank agreed that the ₩2.3tril CBs wouldn’t be converted into DSME shares and disposed any time soon. Not only that, there will be a downwardly interest adjustment to help ease DSME’s financial burden.
  • This agreement immediately sparked a speculation that HHI must have pledged Korea Eximbank some sort of DSME valuation pushings. This is like a value transfer rather from HHI to DSME. I’d wrap the current HHI long/DSEM short position at this point. Short-term, I expect DSME outperforming HHI. Longer term, I still doubt what value transfer from who to who. I’d rather stay away from both.

4. Omron into the Nikkei 225, Pioneer Out

Friday 8 March after the close, the Nikkei announced that because the third party share sale of Pioneer Corp (6773 JP)  had been completed, it would be deleted from the Nikkei 225 Average (and the Nikkei 500 Index). Omron Corp (6645 JP) will replace Pioneer in the Nikkei 225 Average, with a deemed par value of 50 yen per share.

The date for this index deletion and inclusion event is the 15th of March, as per the schedule of the February 19th announcement as to how the Pioneer event would be treated. 

This affords special sits/events followers a couple of different events to look at. 

5. Last Week in Event SPACE: MYOB, Lynas, Versum, Jardines

Spin2

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

MYOB Group Ltd (MYO AU) (Mkt Cap: $1.4bn; Liquidity: $10mn)

While not new news, US-based hedge fund – somewhat well-known for being involved in M&A situations – started accumulating a position in MYOB in January and has now reached a stake of 11%. The last chunks purchased appear to have been done at (or around) A$3.40/share, which is equal to terms. The Manikay letter to the Board asks the Board to consider the market movements since December and posits a fair value in excess of A$4.00/share.

  • Manikay says that it is interested in becoming a long-term shareholder. But the letter seems to level its criticism of the deal price most pointedly at the fact that the deal was offered and agreed to just a few days off a two-year low in the S&P/ASX200 Index and since then the index has rebounded to within 1.5% of an 11-year high.
  • A “market context” bump is not a bad case in and of itself because of where peers have moved and where the market has moved, and we won’t know whether that point is taken up by the IER in the Scheme Document. 
  • This strikes Travis Lundy as not a bad reward/risk to buy up to 1-2% through terms. The back end “undisturbed price” has risen and the recent earnings release shows online penetration continues to grow. 

(link to Travis’ insight: MYOB Setting Up As A Riskier Trade)

EVENTS

Lynas Corp Ltd (LYC AU) (Mkt Cap: $758mn; Liquidity: $6mn)

Irrespective of whether the Malaysian rare earth processing licence provided to Lynas was without adequate due process (as has been speculated) or whether the facility is indeed an environmental concern; the fact remains the Malaysian government has reneged on the previously agreed-upon three-step licence process – imposing unachievable pre-conditions by the licence renewal date this September – and that is wrong.

  • Ongoing negotiation with the Malaysian government is the only course of action by which Lynas will achieve the renewal of its operating licence (unencumbered or with “acceptable” caveats). The agreed management pathway for NUF provides scope for a positive outcome from extensive consultation. 
  • But even if a viable resolution is reached, it would only serve to temporarily manage Lynas out of its current predicament – given the vocal domestic opposition, the long-term prognosis is likely the shuttering and removal of the LAMP.
  • Shares are down 45% from the pre-general election (for Malaysia) peak and ~24% down from when the Review Committee was first mooted in September 2018, and roughly a similar % compared to the 3 December closing price, the day before the pre-conditions were introduced. That still appears too optimistic. Resolving the Malaysian government roadblock will quite likely be a stop-gap measure, at best.

(link to my insight: Lynas: Between a Hard Place and Just Rock)


POSCO Chemtech (003670 KS) (Mkt Cap: $758mn; Liquidity: $6mn)

Posco Chemtech is to merge with POSCO ESM through a stock swap at a ratio of 1 to 0.2172865. The merger will be effective as of April 1. The merged company is planning to move from KOSDAQ to KOSPI. These proposals will be put to the vote at the upcoming AGM scheduled for March 18. 

  • KOSPI 200’s re-balancing reference date is after the close of the last trading day in April and the change takes effect on the next trading day after the 2nd Thursday of June. If the KRX approves it before the end of April, Chemtech’s KOSPI inclusion will happen this June. If not, it will have to wait until next year. 
  • New passive money flowing into Chemtech is estimated at ₩68bn. This represents 1.69% of market cap and 4.82% of float market cap. This is less than twice total daily trade value.

(link to Sanghyun Park‘s insight: POSCO Chemtech: Merger, Renaming, KOSPI Move & Joining KOSPI 200)

M&A – US

Versum Materials (VSM US) (Mkt Cap: $5.3bn; Liquidity: $75mn)

In a follow-up note John DeMasi provides an update of events, looking into VSM’s corporate governance documents, reviewing relevant landmark Delaware takeover case law, and elaborating on a possible path to control of Versum for  Merck KGaA (MRK GR)

  • Merck has now filed form DFAN14A filed with the SEC. The talking points/Q&A confirm that the VSM/Entegris Inc (ENTG US) deal caught Merck by surprise as they had not been contacted by Versum as part of any market check.
  • Other important takeaways include number 7, where Merck stress (yet again) they are fully committed to pursuing their proposal; number 11, where they don’t rule out raising their price; and number 21, where they answer whether they have purchased any VSM shares with “The number of shares of Versum common stock held by Merck … does not exceed a level that would require disclosure.”
  • Merck continues to speak and act like a bidder who is not going away, and its upcoming roadshow in New York with shareholders underscores its commitment to the deal, adding to the pressure on the Versum Board. 

(link to John’s insight: Versum Materials – Merck KGaA Not Going Away (Part II))


Briefly …

Bristol Myers Squibb Co (BMY US) has responded to Starboard Value’s (& other critics) opposition of its perceived overpaying for Celgene Corp (CELG US) with a comprehensive and substantive presentation, increasing the likelihood this deal gets up. (link to ANTYA Investments Inc.‘s insight: Bristol Myers Squib & Celgene–Starboard Objections Addressed Today- Successful Deal Closure Probable)

STUBS & HOLDCOS

Jardine Matheson Hldgs (JM SP) / Jardine Strategic Hldgs (JS SP)

JM has bought 662k shares in JS since the beginning of March, averaging 47.5% of daily volume, narrowing the simple ratio (JM/JS). JM has consistently bought back shares in JS over the years. Since December 2011, buybacks have taken place at an average price/book (for JS) of 0.75x (it is currently at 0.70x according to CapIQ) and at an average JM/JS ratio of 1.75x. The current ratio is 1.70x, bang in line with its 7+ year average. The 20-year average is 1.82x.

  • Presumably the Keswick family’s long-term plan is collapsing the circularity. But given the significant costs involved – either JM privatizing JS or vice versa – for now, the family will likely opt for the circularity creep, by continuing to chip away at minority ownership as JS takes its dividends in-specie, JM acquires JS, gradually increasing the inter holdings of the two entities.
  • JS is also trading “cheap”, at a 42% discount to NAV, adjusted for cross-holdings. JS is now around 25% points “cheaper” than JM (which has a discount to NAV of 17%), compared to a one-year average of ~24%.  A year ago, the % difference was 6%.
  • JM has bought 1.8mn shares YTD compared to 2.5mn for the same period last year, while 4.9mn shares were acquired in 2018, compared to 7.6mn, 8.2mn, and 2.1mn in 2015-2017 respectively. The very long-term ratio is marginally in favour of JM, yet the more recent yearly average suggests it is line. JS looks cheap on a discount to NAV basis and it makes sense for JM to continue to acquire shares, favouring JS near-term. I also tilt in favour of this outcome.

(link to my insight: StubWorld: Matheson’s Strategic Buying of Strategic)


Briefly …

OTHER M&A UPDATES

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.   

Name

% chg

Into

Out of

Comment

17.77%
Sun Securities
Outside CCASS
32.00%
DBS
Outside CCASS
23.08%
Guotai
Outside CCASS
55.66%
HSBC
DBS
11.90%
Well Link
Outside CCASS
Source: HKEx

UPCOMING M&A EVENTS

Country

Target

Deal Type

Event

E/C

AusGrainCorpSchemeMarchBinding Offer to be AnnouncedE
AusGreencrossScheme6-MarSettlement DateC
AusPropertylinkOff Mkt8-AprLast Payment DateC
AusSigmaSchemeMarchBinding Offer to be AnnouncedE
AusEclipx GroupSchemeMarchFirst Court HearingE
AusMYOB GroupScheme11-MarFirst Court Hearing DateE
AusHealthscopeSchemeApril/MayDespatch of Explanatory BookletE
HKHarbin ElectricScheme29-MarDespatch of Composite DocumentC
HKHopewellScheme13-MarLast time for lodging shares to qualify to voteC
IndiaGlaxoSmithKlineScheme9-AprTarget Shareholder Decision DateE
JapanShowa ShellScheme1-AprClose of offerE
NZTrade Me GroupScheme19-MarDespatch of Scheme BookletC
SingaporeCourts AsiaScheme15-MarOffer Close DateC
SingaporeM1 LimitedOff Mkt18-MarClosing date of offerC
SingaporePCI LimitedSchemeMarchRelease of Scheme BookletE
ThailandDeltaOff Mkt1-AprClosing date of offerC
FinlandAmer SportsOff Mkt12-MarRelease of Final Results of Tender OfferC
NorwayOslo Børs VPSOff Mkt29-MarAcceptance Period EndsC
SwitzerlandPanalpinaOff Mkt5-AprEGMC
USRed Hat, Inc.SchemeMarch/AprilDeal lodged for approval with EU RegulatorsC
Source: Company announcements. E = our estimates; C =confirmed

Get Straight to the Source on Smartkarma

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Brief TMT & Internet: Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required and more

By | TMT/Internet

In this briefing:

  1. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required
  2. HHI – DSME Acquisition: Current Situation & Trade Approach
  3. Omron into the Nikkei 225, Pioneer Out
  4. Last Week in Event SPACE: MYOB, Lynas, Versum, Jardines
  5. ECM Weekly (9 March 2019) – Lyft, Shenwan Hongyuan, RHB Bank, Sea Ltd, Xinyi Solar, China Gas

1. Meituan Dianping (3690 HK): Lock-Up Expiry – Good 4Q18 Required

Fd

Meituan Dianping (3690 HK)‘s shares currently trade 18% below its IPO price of HK$69.00 per share. Meituan will announce its 4Q18 results on Monday, 11 March 2019, after market close. Notably, Meituan’s six-month lock-up period expires on 19 March 2019.

We believe that should Meituan deliver a strong 4Q18; it will likely not experience Xiaomi Corp (1810 HK)’s share price collapse after the end of its six-month lock-up period.

2. HHI – DSME Acquisition: Current Situation & Trade Approach

Comp%201 comp%202%20120d%20relative%20price%20chart%20%28source %20krx%29

  • The DSME deal between HHI and KDB was officially finalized last Friday. We will then have the following four step process. Schedule detail is yet to come out. HHI intermediate holdco is named Korea Shipbuilding & Offshore Engineering, or KSOE.
  • HHI went south by nearly 4% last Friday when the deal was finalized. DSME stayed flat. Why did this happen? There was another story we heard last Friday. HHI and Korea Eximbank agreed that the ₩2.3tril CBs wouldn’t be converted into DSME shares and disposed any time soon. Not only that, there will be a downwardly interest adjustment to help ease DSME’s financial burden.
  • This agreement immediately sparked a speculation that HHI must have pledged Korea Eximbank some sort of DSME valuation pushings. This is like a value transfer rather from HHI to DSME. I’d wrap the current HHI long/DSEM short position at this point. Short-term, I expect DSME outperforming HHI. Longer term, I still doubt what value transfer from who to who. I’d rather stay away from both.

3. Omron into the Nikkei 225, Pioneer Out

Friday 8 March after the close, the Nikkei announced that because the third party share sale of Pioneer Corp (6773 JP)  had been completed, it would be deleted from the Nikkei 225 Average (and the Nikkei 500 Index). Omron Corp (6645 JP) will replace Pioneer in the Nikkei 225 Average, with a deemed par value of 50 yen per share.

The date for this index deletion and inclusion event is the 15th of March, as per the schedule of the February 19th announcement as to how the Pioneer event would be treated. 

This affords special sits/events followers a couple of different events to look at. 

4. Last Week in Event SPACE: MYOB, Lynas, Versum, Jardines

8%20mar%202019

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

MYOB Group Ltd (MYO AU) (Mkt Cap: $1.4bn; Liquidity: $10mn)

While not new news, US-based hedge fund – somewhat well-known for being involved in M&A situations – started accumulating a position in MYOB in January and has now reached a stake of 11%. The last chunks purchased appear to have been done at (or around) A$3.40/share, which is equal to terms. The Manikay letter to the Board asks the Board to consider the market movements since December and posits a fair value in excess of A$4.00/share.

  • Manikay says that it is interested in becoming a long-term shareholder. But the letter seems to level its criticism of the deal price most pointedly at the fact that the deal was offered and agreed to just a few days off a two-year low in the S&P/ASX200 Index and since then the index has rebounded to within 1.5% of an 11-year high.
  • A “market context” bump is not a bad case in and of itself because of where peers have moved and where the market has moved, and we won’t know whether that point is taken up by the IER in the Scheme Document. 
  • This strikes Travis Lundy as not a bad reward/risk to buy up to 1-2% through terms. The back end “undisturbed price” has risen and the recent earnings release shows online penetration continues to grow. 

(link to Travis’ insight: MYOB Setting Up As A Riskier Trade)

EVENTS

Lynas Corp Ltd (LYC AU) (Mkt Cap: $758mn; Liquidity: $6mn)

Irrespective of whether the Malaysian rare earth processing licence provided to Lynas was without adequate due process (as has been speculated) or whether the facility is indeed an environmental concern; the fact remains the Malaysian government has reneged on the previously agreed-upon three-step licence process – imposing unachievable pre-conditions by the licence renewal date this September – and that is wrong.

  • Ongoing negotiation with the Malaysian government is the only course of action by which Lynas will achieve the renewal of its operating licence (unencumbered or with “acceptable” caveats). The agreed management pathway for NUF provides scope for a positive outcome from extensive consultation. 
  • But even if a viable resolution is reached, it would only serve to temporarily manage Lynas out of its current predicament – given the vocal domestic opposition, the long-term prognosis is likely the shuttering and removal of the LAMP.
  • Shares are down 45% from the pre-general election (for Malaysia) peak and ~24% down from when the Review Committee was first mooted in September 2018, and roughly a similar % compared to the 3 December closing price, the day before the pre-conditions were introduced. That still appears too optimistic. Resolving the Malaysian government roadblock will quite likely be a stop-gap measure, at best.

(link to my insight: Lynas: Between a Hard Place and Just Rock)


POSCO Chemtech (003670 KS) (Mkt Cap: $758mn; Liquidity: $6mn)

Posco Chemtech is to merge with POSCO ESM through a stock swap at a ratio of 1 to 0.2172865. The merger will be effective as of April 1. The merged company is planning to move from KOSDAQ to KOSPI. These proposals will be put to the vote at the upcoming AGM scheduled for March 18. 

  • KOSPI 200’s re-balancing reference date is after the close of the last trading day in April and the change takes effect on the next trading day after the 2nd Thursday of June. If the KRX approves it before the end of April, Chemtech’s KOSPI inclusion will happen this June. If not, it will have to wait until next year. 
  • New passive money flowing into Chemtech is estimated at ₩68bn. This represents 1.69% of market cap and 4.82% of float market cap. This is less than twice total daily trade value.

(link to Sanghyun Park‘s insight: POSCO Chemtech: Merger, Renaming, KOSPI Move & Joining KOSPI 200)

M&A – US

Versum Materials (VSM US) (Mkt Cap: $5.3bn; Liquidity: $75mn)

In a follow-up note John DeMasi provides an update of events, looking into VSM’s corporate governance documents, reviewing relevant landmark Delaware takeover case law, and elaborating on a possible path to control of Versum for  Merck KGaA (MRK GR)

  • Merck has now filed form DFAN14A filed with the SEC. The talking points/Q&A confirm that the VSM/Entegris Inc (ENTG US) deal caught Merck by surprise as they had not been contacted by Versum as part of any market check.
  • Other important takeaways include number 7, where Merck stress (yet again) they are fully committed to pursuing their proposal; number 11, where they don’t rule out raising their price; and number 21, where they answer whether they have purchased any VSM shares with “The number of shares of Versum common stock held by Merck … does not exceed a level that would require disclosure.”
  • Merck continues to speak and act like a bidder who is not going away, and its upcoming roadshow in New York with shareholders underscores its commitment to the deal, adding to the pressure on the Versum Board. 

(link to John’s insight: Versum Materials – Merck KGaA Not Going Away (Part II))


Briefly …

Bristol Myers Squibb Co (BMY US) has responded to Starboard Value’s (& other critics) opposition of its perceived overpaying for Celgene Corp (CELG US) with a comprehensive and substantive presentation, increasing the likelihood this deal gets up. (link to ANTYA Investments Inc.‘s insight: Bristol Myers Squib & Celgene–Starboard Objections Addressed Today- Successful Deal Closure Probable)

STUBS & HOLDCOS

Jardine Matheson Hldgs (JM SP) / Jardine Strategic Hldgs (JS SP)

JM has bought 662k shares in JS since the beginning of March, averaging 47.5% of daily volume, narrowing the simple ratio (JM/JS). JM has consistently bought back shares in JS over the years. Since December 2011, buybacks have taken place at an average price/book (for JS) of 0.75x (it is currently at 0.70x according to CapIQ) and at an average JM/JS ratio of 1.75x. The current ratio is 1.70x, bang in line with its 7+ year average. The 20-year average is 1.82x.

  • Presumably the Keswick family’s long-term plan is collapsing the circularity. But given the significant costs involved – either JM privatizing JS or vice versa – for now, the family will likely opt for the circularity creep, by continuing to chip away at minority ownership as JS takes its dividends in-specie, JM acquires JS, gradually increasing the inter holdings of the two entities.
  • JS is also trading “cheap”, at a 42% discount to NAV, adjusted for cross-holdings. JS is now around 25% points “cheaper” than JM (which has a discount to NAV of 17%), compared to a one-year average of ~24%.  A year ago, the % difference was 6%.
  • JM has bought 1.8mn shares YTD compared to 2.5mn for the same period last year, while 4.9mn shares were acquired in 2018, compared to 7.6mn, 8.2mn, and 2.1mn in 2015-2017 respectively. The very long-term ratio is marginally in favour of JM, yet the more recent yearly average suggests it is line. JS looks cheap on a discount to NAV basis and it makes sense for JM to continue to acquire shares, favouring JS near-term. I also tilt in favour of this outcome.

(link to my insight: StubWorld: Matheson’s Strategic Buying of Strategic)


Briefly …

OTHER M&A UPDATES

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.   

Name

% chg

Into

Out of

Comment

17.77%
Sun Securities
Outside CCASS
32.00%
DBS
Outside CCASS
23.08%
Guotai
Outside CCASS
55.66%
HSBC
DBS
11.90%
Well Link
Outside CCASS
Source: HKEx

UPCOMING M&A EVENTS

Country

Target

Deal Type

Event

E/C

AusGrainCorpSchemeMarchBinding Offer to be AnnouncedE
AusGreencrossScheme6-MarSettlement DateC
AusPropertylinkOff Mkt8-AprLast Payment DateC
AusSigmaSchemeMarchBinding Offer to be AnnouncedE
AusEclipx GroupSchemeMarchFirst Court HearingE
AusMYOB GroupScheme11-MarFirst Court Hearing DateE
AusHealthscopeSchemeApril/MayDespatch of Explanatory BookletE
HKHarbin ElectricScheme29-MarDespatch of Composite DocumentC
HKHopewellScheme13-MarLast time for lodging shares to qualify to voteC
IndiaGlaxoSmithKlineScheme9-AprTarget Shareholder Decision DateE
JapanShowa ShellScheme1-AprClose of offerE
NZTrade Me GroupScheme19-MarDespatch of Scheme BookletC
SingaporeCourts AsiaScheme15-MarOffer Close DateC
SingaporeM1 LimitedOff Mkt18-MarClosing date of offerC
SingaporePCI LimitedSchemeMarchRelease of Scheme BookletE
ThailandDeltaOff Mkt1-AprClosing date of offerC
FinlandAmer SportsOff Mkt12-MarRelease of Final Results of Tender OfferC
NorwayOslo Børs VPSOff Mkt29-MarAcceptance Period EndsC
SwitzerlandPanalpinaOff Mkt5-AprEGMC
USRed Hat, Inc.SchemeMarch/AprilDeal lodged for approval with EU RegulatorsC
Source: Company announcements. E = our estimates; C =confirmed

5. ECM Weekly (9 March 2019) – Lyft, Shenwan Hongyuan, RHB Bank, Sea Ltd, Xinyi Solar, China Gas

Total deals since inception accuracy rate since inception  chartbuilder%20%289%29

Aequitas Research puts out a weekly update on the deals that have been covered by Smartkarma Insight Providers recently, along with updates for upcoming IPOs.

It has been a fairly hectic week. We have been busy writing on upcoming IPOs, post-IPO events, and, to top it all off, there were four placements (Sea Ltd, RHB Bank, Xinyi Solar, and China Gas) this week.

Hong Kong’s ECM activity seems to be picking up momentum. Starting off with approvals, Viva Biotech (1577881D HK) and Dongzheng Automotive Finance (2718 HK) filed their respective PHIP on HKEX. Ke Yan, CFA, FRM had previously written on Viva Biotech here while we are currently working on Dongzheng Automotive Finance (2718 HK) and also heard that Dongzheng Auto Finance had already kicked off pre-marketing on Monday.

For upcoming IPOs with completed bookbuilds, Yincheng International Holding (1902 HK) traded flat on debut (expected for a small and leveraged developer) while Zhejiang New Century Hotel Management Group (1158 HK), which had Ctrip and GreenTree as cornerstone investors, will list next Monday. 

As for early coverage on IPOs, Sumeet Singh had already given a broad overview of ESR Cayman (ESR HK)‘s business. He will be following up with more detailed analyses in the coming weeks. 

In the US, Futu Holdings Ltd (FHL US) debuted well on Friday, trading up to as high as US$17 per share before closing just above US$15 but still well above the IPO price. We had been slightly more conservative because it is not exactly a very exciting company doing something groundbreaking but the management background in tech appears strong and there are no corporate governance issues.Sumeet Singh will update on trading liquidity and post-IPO analysis next week.

For pipeline IPOs, we heard that Ehang is planning its US IPO and it is looking to raise about US$500m. This is the Chinese drone manufacturer which made waves just over a year ago with a video of a team testing its autonomous aerial vehicle shown in the video below. Suffice to say, if and when the IPO launches, it will be interesting.

Ruhnn had also filed for IPO this week and we heard that pre-marketing will start next week while bookbuild will likely launch end of the month. This is an Alibaba-backed e-commerce influencer platform and we will be analyzing the company soon.

We had also been exploring potential trade ideas surrounding lock-up expiry such as Nio (蔚来) Lock-Up Expiry – Scattered Pre-IPO Investors to Be the Sellers  and Meituan Dianping (美团点评): Thoughts Before Lock-Up Expiry. NIO’s lock-up expiry had been an unfortunate case of poor outlook guidance in Q4 coinciding with lock-up expiry coming on the week after (11th March).

Accuracy Rate:

Our overall accuracy rate is 72.1% for IPOs and 63.6% for Placements 

(Performance measurement criteria is explained at the end of the note)

New IPO filings

  • Ruhnn (the U.S, ~US$200m)
  • Sun Car Insurance (Hong Kong, >US$100m)
  • Sichuan Languang Justbon Services (Hong Kong, ~US$100m)
  • Mabpharm (Hong Kong, re-filed)
  • Intellicentrics (Hong Kong, CLSA sole-sponsor, likely to be <US$100m)

Below is a snippet of our IPO tool showing upcoming events for the next week. The IPO tool is designed to provide readers with timely information on all IPO related events (Book open/closing, listing, initiation, lock-up expiry, etc) for all the deals that we have worked on. You can access the tool here or through the tools menu.

Source: Aequitas Research, Smartkarma

News on Upcoming IPOs

Smartkarma Community’s this week Analysis on Upcoming IPO

NameInsight
Hong Kong
AB InbevAb InBev Asia Pre-IPO – A Brief History of the Asia Pacific Operations – Eeking Out Growth in China
AscentageAscentage Pharma (亚盛医药) IPO: Too Early for an IPO
Ant FinancialAnt Financial IPO Early Thought: Understand Fintech Empire, Growth & Risk Factors
BitmainBitmain IPO Preview: The Last Hurrah Before Reality Bites
BitmainBitmain IPO Preview (Part 2) – King of Cryptocurrency Mining Rigs but Its Moat Is Shrinking
BitmainBitmain: A Counter Thesis
BitmainBitmain (比特大陆) IPO: Running Out of Steam on Mining Rigs (Part 1)
BitmainBitmain (比特大陆) IPO: Value At Risk of Founder’s Belief (Part 2)
BitmainBitmain (比特大陆) IPO: Take-Aways from Founder’s Recent Speech at Tsinghua University (Part 3)
BitmainBitmain (比特大陆) IPO: Intense Competition in the 7nm Mining ASIC Market (Part 4)
ByteDance

ByteDance (字节跳动) IPO: How Jinri Toutiao Paves The Way for a Bigger Empire (Part 1)

ByteDance

ByteDance (字节跳动) IPO: Tiktok the No.1 Short Video App for a Good Reason (Part 2)

China East EduChina East Education (中国东方教育) Pre-IPO – The Company Known for Its Culinary School
China TobacChina Tobacco International (IPO): The Monopolist Will Not Recover
China TobacChina Tobacco International IPO: Heavy Regulation, Declining Margins – A Bit Late to IPO Party
China TobacChina Tobacco Intl (HK) IPO: Proxy For the Chinese Cigarette Consumption
ESRESR Cayman Pre-IPO – A Giant in the Making
Frontage

Frontage Holding (方达控股) IPO: More Disclosure Needed to Understand Moat and Growth Prospect

Hujiang Edu

Hujiang Education (沪江教育) Pre-IPO – Spending More than It Earns

MicuRxMicuRx Pharma (盟科医药) IPO: Betting on Single Drug in the Not so Attractive Antibiotic Segment
SH Henlius

Shanghai Henlius (复宏汉霖) IPO: Not an Impressive Biosimilar Portfolio 

SH Henlius

HLX02: Innovation Could Overtake 

TubatuTubatu Group Pre-IPO – Performing Better than Qeeka but Growing Much Slower, US$1bn a Stretch
TubatuTubatu Group Pre-IPO – Online -> Online + Offline -> Online -> ?
ShenwanShenwan Hongyuan (申万宏源) A+H: A Commoditized Broker Business
Viva BioViva Biotech (维亚生物) IPO: When CRO Becomes Early Stage Biotech Investor
South Korea
Ecopro BMEcopro BM IPO Preview: The World’s #2 Player in the NCA High Nickel-Based Cathode Materials
Ecopro BMEcopro BM IPO: Valuation Analysis
KMH ShillaKMH Shilla Leisure IPO Preview (Part 1) – Highly Profitable Operator of Public Golf Courses in Korea
KMH ShillaKMH Shilla Leisure IPO Preview (Part 2) – Valuation Analysis
HomeplusHomeplus REIT IPO – The Largest Ever REIT IPO in Korea
Hyundai AutoHyundai Autoever IPO Preview
Hyundai AutHyundai Autoever IPO Pricing: Likely to Be a Dull Event Given No Growth Story & Glovis Merger
Plakor

Plakor IPO Preview (Part 1)

ZinusZinus IPO Preview (Part 1) – An Amazing Comeback Story (#1 Mattress Brand on Amazon)
India
Anmol IndAnmol Industries Pre-IPO Quick Take – No Growth, Generous Payments to Founders
Bharat Hotels

Bharat Hotels Pre-IPO – Catching up with Peers 

CMS InfoCMS Info Systems Pre-IPO Review – When a PE Sells to Another PE… Only One Gets the Timing Right
Crystal CropCrystal Crop Protection Pre-IPO – DRHP Raises More Questions than in Answers
Embassy REITEmbassy Office Parks REIT – Good Assets but Projections Might Be a Tad Too Bullish
Embassy REITEmbassy Office Parks REIT – Comparison with AIT and a Look at the Required Yield
Flemingo Flemingo Travel Retail Pre-IPO – Its a Different Business in Every Country
NSENSE IPO Preview- Not Only Fast..its Risky and Expensive
NSENational Stock Exchange Pre-IPO Review – Bigger, Better, Stronger but a Little Too Fast for Some
Mazagon DockMazagon Dock IPO Preview: A Monopoly Submarine Yard in India with Captive Navy Spending
Mrs. BectorMrs. Bectors Food Specialities Pre-IPO Quick Take – Sales for Its Main Segment Have Been Sta

Lodha

Lodha Developers Pre-IPO – Second Time Lucky but Not Really that Much Affordable
LodhaLodha Developers IPO: Large Presence in Affordable Segment Saves Lodha the Blushes in a Sluggish Mkt
IndiaMartIndiaMART Pre-IPO – Getting and Retaining Subscribers Seems to Be Difficult
PolycabPolycab India Pre-IPO – Market Leader with Steady Growth but with a Few Unanswered Question
PolycabPolycab IPO: Largest Cables Player, Asset-Heavy Low ROE = Vulnerable to Govt Capex Slowdown
The U.S.
TigerUp Fintech (Tiger Brokers) Pre-IPO Quick Note – Much Too Reliant on IBKR
Malaysia
QSRQSR Brands Pre-IPO – As Healthy as Fast Food

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Brief TMT & Internet: HHI – DSME Acquisition: Current Situation & Trade Approach and more

By | TMT/Internet

In this briefing:

  1. HHI – DSME Acquisition: Current Situation & Trade Approach
  2. Omron into the Nikkei 225, Pioneer Out
  3. Last Week in Event SPACE: MYOB, Lynas, Versum, Jardines
  4. ECM Weekly (9 March 2019) – Lyft, Shenwan Hongyuan, RHB Bank, Sea Ltd, Xinyi Solar, China Gas
  5. UUUM (3990) Phenomenal Growth but at a Price.

1. HHI – DSME Acquisition: Current Situation & Trade Approach

2

  • The DSME deal between HHI and KDB was officially finalized last Friday. We will then have the following four step process. Schedule detail is yet to come out. HHI intermediate holdco is named Korea Shipbuilding & Offshore Engineering, or KSOE.
  • HHI went south by nearly 4% last Friday when the deal was finalized. DSME stayed flat. Why did this happen? There was another story we heard last Friday. HHI and Korea Eximbank agreed that the ₩2.3tril CBs wouldn’t be converted into DSME shares and disposed any time soon. Not only that, there will be a downwardly interest adjustment to help ease DSME’s financial burden.
  • This agreement immediately sparked a speculation that HHI must have pledged Korea Eximbank some sort of DSME valuation pushings. This is like a value transfer rather from HHI to DSME. I’d wrap the current HHI long/DSEM short position at this point. Short-term, I expect DSME outperforming HHI. Longer term, I still doubt what value transfer from who to who. I’d rather stay away from both.

2. Omron into the Nikkei 225, Pioneer Out

Friday 8 March after the close, the Nikkei announced that because the third party share sale of Pioneer Corp (6773 JP)  had been completed, it would be deleted from the Nikkei 225 Average (and the Nikkei 500 Index). Omron Corp (6645 JP) will replace Pioneer in the Nikkei 225 Average, with a deemed par value of 50 yen per share.

The date for this index deletion and inclusion event is the 15th of March, as per the schedule of the February 19th announcement as to how the Pioneer event would be treated. 

This affords special sits/events followers a couple of different events to look at. 

3. Last Week in Event SPACE: MYOB, Lynas, Versum, Jardines

Spin2

Last Week in Event SPACE …

(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classification and Events – or SPACE – in the past week)

M&A – ASIA-PAC

MYOB Group Ltd (MYO AU) (Mkt Cap: $1.4bn; Liquidity: $10mn)

While not new news, US-based hedge fund – somewhat well-known for being involved in M&A situations – started accumulating a position in MYOB in January and has now reached a stake of 11%. The last chunks purchased appear to have been done at (or around) A$3.40/share, which is equal to terms. The Manikay letter to the Board asks the Board to consider the market movements since December and posits a fair value in excess of A$4.00/share.

  • Manikay says that it is interested in becoming a long-term shareholder. But the letter seems to level its criticism of the deal price most pointedly at the fact that the deal was offered and agreed to just a few days off a two-year low in the S&P/ASX200 Index and since then the index has rebounded to within 1.5% of an 11-year high.
  • A “market context” bump is not a bad case in and of itself because of where peers have moved and where the market has moved, and we won’t know whether that point is taken up by the IER in the Scheme Document. 
  • This strikes Travis Lundy as not a bad reward/risk to buy up to 1-2% through terms. The back end “undisturbed price” has risen and the recent earnings release shows online penetration continues to grow. 

(link to Travis’ insight: MYOB Setting Up As A Riskier Trade)

EVENTS

Lynas Corp Ltd (LYC AU) (Mkt Cap: $758mn; Liquidity: $6mn)

Irrespective of whether the Malaysian rare earth processing licence provided to Lynas was without adequate due process (as has been speculated) or whether the facility is indeed an environmental concern; the fact remains the Malaysian government has reneged on the previously agreed-upon three-step licence process – imposing unachievable pre-conditions by the licence renewal date this September – and that is wrong.

  • Ongoing negotiation with the Malaysian government is the only course of action by which Lynas will achieve the renewal of its operating licence (unencumbered or with “acceptable” caveats). The agreed management pathway for NUF provides scope for a positive outcome from extensive consultation. 
  • But even if a viable resolution is reached, it would only serve to temporarily manage Lynas out of its current predicament – given the vocal domestic opposition, the long-term prognosis is likely the shuttering and removal of the LAMP.
  • Shares are down 45% from the pre-general election (for Malaysia) peak and ~24% down from when the Review Committee was first mooted in September 2018, and roughly a similar % compared to the 3 December closing price, the day before the pre-conditions were introduced. That still appears too optimistic. Resolving the Malaysian government roadblock will quite likely be a stop-gap measure, at best.

(link to my insight: Lynas: Between a Hard Place and Just Rock)


POSCO Chemtech (003670 KS) (Mkt Cap: $758mn; Liquidity: $6mn)

Posco Chemtech is to merge with POSCO ESM through a stock swap at a ratio of 1 to 0.2172865. The merger will be effective as of April 1. The merged company is planning to move from KOSDAQ to KOSPI. These proposals will be put to the vote at the upcoming AGM scheduled for March 18. 

  • KOSPI 200’s re-balancing reference date is after the close of the last trading day in April and the change takes effect on the next trading day after the 2nd Thursday of June. If the KRX approves it before the end of April, Chemtech’s KOSPI inclusion will happen this June. If not, it will have to wait until next year. 
  • New passive money flowing into Chemtech is estimated at ₩68bn. This represents 1.69% of market cap and 4.82% of float market cap. This is less than twice total daily trade value.

(link to Sanghyun Park‘s insight: POSCO Chemtech: Merger, Renaming, KOSPI Move & Joining KOSPI 200)

M&A – US

Versum Materials (VSM US) (Mkt Cap: $5.3bn; Liquidity: $75mn)

In a follow-up note John DeMasi provides an update of events, looking into VSM’s corporate governance documents, reviewing relevant landmark Delaware takeover case law, and elaborating on a possible path to control of Versum for  Merck KGaA (MRK GR)

  • Merck has now filed form DFAN14A filed with the SEC. The talking points/Q&A confirm that the VSM/Entegris Inc (ENTG US) deal caught Merck by surprise as they had not been contacted by Versum as part of any market check.
  • Other important takeaways include number 7, where Merck stress (yet again) they are fully committed to pursuing their proposal; number 11, where they don’t rule out raising their price; and number 21, where they answer whether they have purchased any VSM shares with “The number of shares of Versum common stock held by Merck … does not exceed a level that would require disclosure.”
  • Merck continues to speak and act like a bidder who is not going away, and its upcoming roadshow in New York with shareholders underscores its commitment to the deal, adding to the pressure on the Versum Board. 

(link to John’s insight: Versum Materials – Merck KGaA Not Going Away (Part II))


Briefly …

Bristol Myers Squibb Co (BMY US) has responded to Starboard Value’s (& other critics) opposition of its perceived overpaying for Celgene Corp (CELG US) with a comprehensive and substantive presentation, increasing the likelihood this deal gets up. (link to ANTYA Investments Inc.‘s insight: Bristol Myers Squib & Celgene–Starboard Objections Addressed Today- Successful Deal Closure Probable)

STUBS & HOLDCOS

Jardine Matheson Hldgs (JM SP) / Jardine Strategic Hldgs (JS SP)

JM has bought 662k shares in JS since the beginning of March, averaging 47.5% of daily volume, narrowing the simple ratio (JM/JS). JM has consistently bought back shares in JS over the years. Since December 2011, buybacks have taken place at an average price/book (for JS) of 0.75x (it is currently at 0.70x according to CapIQ) and at an average JM/JS ratio of 1.75x. The current ratio is 1.70x, bang in line with its 7+ year average. The 20-year average is 1.82x.

  • Presumably the Keswick family’s long-term plan is collapsing the circularity. But given the significant costs involved – either JM privatizing JS or vice versa – for now, the family will likely opt for the circularity creep, by continuing to chip away at minority ownership as JS takes its dividends in-specie, JM acquires JS, gradually increasing the inter holdings of the two entities.
  • JS is also trading “cheap”, at a 42% discount to NAV, adjusted for cross-holdings. JS is now around 25% points “cheaper” than JM (which has a discount to NAV of 17%), compared to a one-year average of ~24%.  A year ago, the % difference was 6%.
  • JM has bought 1.8mn shares YTD compared to 2.5mn for the same period last year, while 4.9mn shares were acquired in 2018, compared to 7.6mn, 8.2mn, and 2.1mn in 2015-2017 respectively. The very long-term ratio is marginally in favour of JM, yet the more recent yearly average suggests it is line. JS looks cheap on a discount to NAV basis and it makes sense for JM to continue to acquire shares, favouring JS near-term. I also tilt in favour of this outcome.

(link to my insight: StubWorld: Matheson’s Strategic Buying of Strategic)


Briefly …

OTHER M&A UPDATES

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.   

Name

% chg

Into

Out of

Comment

17.77%
Sun Securities
Outside CCASS
32.00%
DBS
Outside CCASS
23.08%
Guotai
Outside CCASS
55.66%
HSBC
DBS
11.90%
Well Link
Outside CCASS
Source: HKEx

UPCOMING M&A EVENTS

Country

Target

Deal Type

Event

E/C

AusGrainCorpSchemeMarchBinding Offer to be AnnouncedE
AusGreencrossScheme6-MarSettlement DateC
AusPropertylinkOff Mkt8-AprLast Payment DateC
AusSigmaSchemeMarchBinding Offer to be AnnouncedE
AusEclipx GroupSchemeMarchFirst Court HearingE
AusMYOB GroupScheme11-MarFirst Court Hearing DateE
AusHealthscopeSchemeApril/MayDespatch of Explanatory BookletE
HKHarbin ElectricScheme29-MarDespatch of Composite DocumentC
HKHopewellScheme13-MarLast time for lodging shares to qualify to voteC
IndiaGlaxoSmithKlineScheme9-AprTarget Shareholder Decision DateE
JapanShowa ShellScheme1-AprClose of offerE
NZTrade Me GroupScheme19-MarDespatch of Scheme BookletC
SingaporeCourts AsiaScheme15-MarOffer Close DateC
SingaporeM1 LimitedOff Mkt18-MarClosing date of offerC
SingaporePCI LimitedSchemeMarchRelease of Scheme BookletE
ThailandDeltaOff Mkt1-AprClosing date of offerC
FinlandAmer SportsOff Mkt12-MarRelease of Final Results of Tender OfferC
NorwayOslo Børs VPSOff Mkt29-MarAcceptance Period EndsC
SwitzerlandPanalpinaOff Mkt5-AprEGMC
USRed Hat, Inc.SchemeMarch/AprilDeal lodged for approval with EU RegulatorsC
Source: Company announcements. E = our estimates; C =confirmed

4. ECM Weekly (9 March 2019) – Lyft, Shenwan Hongyuan, RHB Bank, Sea Ltd, Xinyi Solar, China Gas

Upcoming

Aequitas Research puts out a weekly update on the deals that have been covered by Smartkarma Insight Providers recently, along with updates for upcoming IPOs.

It has been a fairly hectic week. We have been busy writing on upcoming IPOs, post-IPO events, and, to top it all off, there were four placements (Sea Ltd, RHB Bank, Xinyi Solar, and China Gas) this week.

Hong Kong’s ECM activity seems to be picking up momentum. Starting off with approvals, Viva Biotech (1577881D HK) and Dongzheng Automotive Finance (2718 HK) filed their respective PHIP on HKEX. Ke Yan, CFA, FRM had previously written on Viva Biotech here while we are currently working on Dongzheng Automotive Finance (2718 HK) and also heard that Dongzheng Auto Finance had already kicked off pre-marketing on Monday.

For upcoming IPOs with completed bookbuilds, Yincheng International Holding (1902 HK) traded flat on debut (expected for a small and leveraged developer) while Zhejiang New Century Hotel Management Group (1158 HK), which had Ctrip and GreenTree as cornerstone investors, will list next Monday. 

As for early coverage on IPOs, Sumeet Singh had already given a broad overview of ESR Cayman (ESR HK)‘s business. He will be following up with more detailed analyses in the coming weeks. 

In the US, Futu Holdings Ltd (FHL US) debuted well on Friday, trading up to as high as US$17 per share before closing just above US$15 but still well above the IPO price. We had been slightly more conservative because it is not exactly a very exciting company doing something groundbreaking but the management background in tech appears strong and there are no corporate governance issues.Sumeet Singh will update on trading liquidity and post-IPO analysis next week.

For pipeline IPOs, we heard that Ehang is planning its US IPO and it is looking to raise about US$500m. This is the Chinese drone manufacturer which made waves just over a year ago with a video of a team testing its autonomous aerial vehicle shown in the video below. Suffice to say, if and when the IPO launches, it will be interesting.

Ruhnn had also filed for IPO this week and we heard that pre-marketing will start next week while bookbuild will likely launch end of the month. This is an Alibaba-backed e-commerce influencer platform and we will be analyzing the company soon.

We had also been exploring potential trade ideas surrounding lock-up expiry such as Nio (蔚来) Lock-Up Expiry – Scattered Pre-IPO Investors to Be the Sellers  and Meituan Dianping (美团点评): Thoughts Before Lock-Up Expiry. NIO’s lock-up expiry had been an unfortunate case of poor outlook guidance in Q4 coinciding with lock-up expiry coming on the week after (11th March).

Accuracy Rate:

Our overall accuracy rate is 72.1% for IPOs and 63.6% for Placements 

(Performance measurement criteria is explained at the end of the note)

New IPO filings

  • Ruhnn (the U.S, ~US$200m)
  • Sun Car Insurance (Hong Kong, >US$100m)
  • Sichuan Languang Justbon Services (Hong Kong, ~US$100m)
  • Mabpharm (Hong Kong, re-filed)
  • Intellicentrics (Hong Kong, CLSA sole-sponsor, likely to be <US$100m)

Below is a snippet of our IPO tool showing upcoming events for the next week. The IPO tool is designed to provide readers with timely information on all IPO related events (Book open/closing, listing, initiation, lock-up expiry, etc) for all the deals that we have worked on. You can access the tool here or through the tools menu.

Source: Aequitas Research, Smartkarma

News on Upcoming IPOs

Smartkarma Community’s this week Analysis on Upcoming IPO

NameInsight
Hong Kong
AB InbevAb InBev Asia Pre-IPO – A Brief History of the Asia Pacific Operations – Eeking Out Growth in China
AscentageAscentage Pharma (亚盛医药) IPO: Too Early for an IPO
Ant FinancialAnt Financial IPO Early Thought: Understand Fintech Empire, Growth & Risk Factors
BitmainBitmain IPO Preview: The Last Hurrah Before Reality Bites
BitmainBitmain IPO Preview (Part 2) – King of Cryptocurrency Mining Rigs but Its Moat Is Shrinking
BitmainBitmain: A Counter Thesis
BitmainBitmain (比特大陆) IPO: Running Out of Steam on Mining Rigs (Part 1)
BitmainBitmain (比特大陆) IPO: Value At Risk of Founder’s Belief (Part 2)
BitmainBitmain (比特大陆) IPO: Take-Aways from Founder’s Recent Speech at Tsinghua University (Part 3)
BitmainBitmain (比特大陆) IPO: Intense Competition in the 7nm Mining ASIC Market (Part 4)
ByteDance

ByteDance (字节跳动) IPO: How Jinri Toutiao Paves The Way for a Bigger Empire (Part 1)

ByteDance

ByteDance (字节跳动) IPO: Tiktok the No.1 Short Video App for a Good Reason (Part 2)

China East EduChina East Education (中国东方教育) Pre-IPO – The Company Known for Its Culinary School
China TobacChina Tobacco International (IPO): The Monopolist Will Not Recover
China TobacChina Tobacco International IPO: Heavy Regulation, Declining Margins – A Bit Late to IPO Party
China TobacChina Tobacco Intl (HK) IPO: Proxy For the Chinese Cigarette Consumption
ESRESR Cayman Pre-IPO – A Giant in the Making
Frontage

Frontage Holding (方达控股) IPO: More Disclosure Needed to Understand Moat and Growth Prospect

Hujiang Edu

Hujiang Education (沪江教育) Pre-IPO – Spending More than It Earns

MicuRxMicuRx Pharma (盟科医药) IPO: Betting on Single Drug in the Not so Attractive Antibiotic Segment
SH Henlius

Shanghai Henlius (复宏汉霖) IPO: Not an Impressive Biosimilar Portfolio 

SH Henlius

HLX02: Innovation Could Overtake 

TubatuTubatu Group Pre-IPO – Performing Better than Qeeka but Growing Much Slower, US$1bn a Stretch
TubatuTubatu Group Pre-IPO – Online -> Online + Offline -> Online -> ?
ShenwanShenwan Hongyuan (申万宏源) A+H: A Commoditized Broker Business
Viva BioViva Biotech (维亚生物) IPO: When CRO Becomes Early Stage Biotech Investor
South Korea
Ecopro BMEcopro BM IPO Preview: The World’s #2 Player in the NCA High Nickel-Based Cathode Materials
Ecopro BMEcopro BM IPO: Valuation Analysis
KMH ShillaKMH Shilla Leisure IPO Preview (Part 1) – Highly Profitable Operator of Public Golf Courses in Korea
KMH ShillaKMH Shilla Leisure IPO Preview (Part 2) – Valuation Analysis
HomeplusHomeplus REIT IPO – The Largest Ever REIT IPO in Korea
Hyundai AutoHyundai Autoever IPO Preview
Hyundai AutHyundai Autoever IPO Pricing: Likely to Be a Dull Event Given No Growth Story & Glovis Merger
Plakor

Plakor IPO Preview (Part 1)

ZinusZinus IPO Preview (Part 1) – An Amazing Comeback Story (#1 Mattress Brand on Amazon)
India
Anmol IndAnmol Industries Pre-IPO Quick Take – No Growth, Generous Payments to Founders
Bharat Hotels

Bharat Hotels Pre-IPO – Catching up with Peers 

CMS InfoCMS Info Systems Pre-IPO Review – When a PE Sells to Another PE… Only One Gets the Timing Right
Crystal CropCrystal Crop Protection Pre-IPO – DRHP Raises More Questions than in Answers
Embassy REITEmbassy Office Parks REIT – Good Assets but Projections Might Be a Tad Too Bullish
Embassy REITEmbassy Office Parks REIT – Comparison with AIT and a Look at the Required Yield
Flemingo Flemingo Travel Retail Pre-IPO – Its a Different Business in Every Country
NSENSE IPO Preview- Not Only Fast..its Risky and Expensive
NSENational Stock Exchange Pre-IPO Review – Bigger, Better, Stronger but a Little Too Fast for Some
Mazagon DockMazagon Dock IPO Preview: A Monopoly Submarine Yard in India with Captive Navy Spending
Mrs. BectorMrs. Bectors Food Specialities Pre-IPO Quick Take – Sales for Its Main Segment Have Been Sta

Lodha

Lodha Developers Pre-IPO – Second Time Lucky but Not Really that Much Affordable
LodhaLodha Developers IPO: Large Presence in Affordable Segment Saves Lodha the Blushes in a Sluggish Mkt
IndiaMartIndiaMART Pre-IPO – Getting and Retaining Subscribers Seems to Be Difficult
PolycabPolycab India Pre-IPO – Market Leader with Steady Growth but with a Few Unanswered Question
PolycabPolycab IPO: Largest Cables Player, Asset-Heavy Low ROE = Vulnerable to Govt Capex Slowdown
The U.S.
TigerUp Fintech (Tiger Brokers) Pre-IPO Quick Note – Much Too Reliant on IBKR
Malaysia
QSRQSR Brands Pre-IPO – As Healthy as Fast Food

5. UUUM (3990) Phenomenal Growth but at a Price.

3990

This has been a fantastic performer. Since our buy note one year ago, the shares are up just over 3 times. Earnings growth has been very strong, and much better than we had anticipated. The story is even better now than it was then. Unfortunately, the valuations are not! The company is very focussed on growing revenue for the time being. If one is happy to buy a very fast growing new business, then this is still worth looking at.

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