In today’s briefing:
- Second Go-Round Tender for T&K TOKA (4636) As Bain Wants It All At ¥1,400/Share
- T&K Toka (4636 JP): Bain’s JPY1,400 Pre-Conditional Tender Offer
- DDH1 (DDH AU): Scheme Meeting on 18 September
- DDH1/Perenti Merger: 18 Sept Shareholder Vote
- State Gas Limited – Cashed up and on the Path to First Gas
- Sibanye: Dr. Burry’s Divestment, Additional Social Unrest, And More
Second Go-Round Tender for T&K TOKA (4636) As Bain Wants It All At ¥1,400/Share
- In January 2023, NAVF and Michael 1925 LLC – affiliates of Dalton Investments LLC – announced a hostile partial Tender Offer for T&K Toka Co Ltd (4636 JP).
- It failed. They wanted to buy 21.72% at ¥1300 to get to 44% post-Tender. The Company objected. Dalton/etc didn’t get the shares. Shares fell afterward.
- Today, Bain announced a deal to take over the company at ¥1,400/share. T&K TOKA has agreed. It may not be as easy as that. And there is a fulcrum investor.
T&K Toka (4636 JP): Bain’s JPY1,400 Pre-Conditional Tender Offer
- T&K Toka Co Ltd (4636 JP) has recommended Bain’s pre-conditional tender offer of JPY1,400 per share, a 32.0% premium to the undisturbed price.
- The pre-conditions relate to China TOB treatment measures (T&K Toka sell downs its Hangzhou Toka Ink stake to hold less than 30%) and various country approvals (Japan and Serbia).
- The offer will open in early January 2024. The minimum acceptance condition requires a 39.2% minority acceptance rate (50.3% excluding Nippon Active), which is doable due to a reasonable offer.
DDH1 (DDH AU): Scheme Meeting on 18 September
- DDH1 (DDH AU)‘s IE considers Perenti Global (PRN AU)’s A$0.1238 cash plus 0.7111 PRN shares for each DDH share offer fair and reasonable.
- The offer requires DDH1 shareholder approval. Shareholders representing 38.0% of outstanding shares will vote in favour of the scheme.
- The low spread points to a done deal. At the last close price and for the 6 October payment, the gross and annualised spread is 1.5% and 10.8%, respectively.
DDH1/Perenti Merger: 18 Sept Shareholder Vote
- Back on the 26 June, specialty mining driller DDH1 (DDH AU)announced a merger, by way of a Scheme, with Perenti Global (PRN AU).
- Under the agreement, DDH1 shareholders would receive for each DDH1 share held $0.1238 cash plus 0.7111 Perenti shares, for an implied value of A$1.01/share, or a 17.4% premium.
- I thought the terms were fair. The Independent Expert has now concluded the same. Shareholders will have their say at the Scheme Meeting on the 18 September.
State Gas Limited – Cashed up and on the Path to First Gas
- State Gas Limited (ASX:GAS) is a junior energy producer and explorer with assets concentrated in the Bowen Basin, Queensland.
- Having secured a capital injection through a recent equity placement, the company is set to make the transition from explorer to producer with the imminent start-up of the Rolleston West CNG Project.
- Although only a small-scale start-up, first gas is always a critical event driver in demonstrating the commercial potential of the assets and providing a platform from which growth strategies can emanate.
Sibanye: Dr. Burry’s Divestment, Additional Social Unrest, And More
- Santaco’s taxi strike and ancillary unrest might spark another systemic event in South Africa ahead of its 2024 elections.
- However, commodity price risk remains amid an uncertain interest rate outlook.
- We lower our valuation of Sibanye’s ADRs to $6.29 per share and maintain our neutral outlook.
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