In today’s briefing:
- Toshiba (6502) – Effissimo’s Pledge Isn’t One. It Is a Signalling Device.
- Toyo Construction (1890) Tender Still Funky – A New (Perhaps Serious), but Secretive Large Holder
- Tabcorp To Split Lotteries and Wagering Businesses
- Tabcorp (TAH AU): Spin-Off Upside & Index Implications
- Irongate Enters Into SIA With Charter Hall And PGGM
- Crown Resorts Scheme Meeting on 29 April, IE Opinion
- (Mostly) Asia M&A: March 2022 Roundup
Toshiba (6502) – Effissimo’s Pledge Isn’t One. It Is a Signalling Device.
- Raymond Zage’s letter was super interesting in terms of its nuance, as discussed in Toshiba Board Ructions as Independent Director Goes Rogue.
- In Toshiba Coin Toss Is Neither Heads Nor Tails as Both Proposals Fail, I discussed that this opens the door to exploring combinations of ideas.
- Today Effissimo filed an amended LSR to say they’d sell their shares to a Bain Tender Offer if launched. The statement, and the break clause are informative, and more nuanced.
Toyo Construction (1890) Tender Still Funky – A New (Perhaps Serious), but Secretive Large Holder
- After Murakami-san reported yesterday selling most of his shares on 23 March, the stock fell heavily today. From 6.7% above terms to 0.65% above terms.
- 6.5 mm shares changed hands today at less than a 1% premium to terms.
- After the close, a Cayman company, “WK 1 Limited”, announced it had two affiliates owned 5.89% as of 24-March. Still funky. Still fun. Bet it pops now.
Tabcorp To Split Lotteries and Wagering Businesses
- Tabcorp Ltd (TAH AU) has registered the Demerger Booklet in relation to the proposed demerger of The Lottery Corporation.
- The demerger general meeting and Scheme Meeting will be held on the 12 May with a potential demerger date on the 1 June.
- The independent expert estimates the lottery ops may be worth up to A$11.6bn and wagering A$2.7bn, against Tabcorp’s current market cap of A$11.6bn.
Tabcorp (TAH AU): Spin-Off Upside & Index Implications
- If approved, Tabcorp Ltd (TAH AU) will spin-off the Lotteries and Keno business (The Lottery Corporation; TLC) from the Wagering & Media and Gaming Services business (new Tabcorp).
- Based on peer valuations, we see an upside of 11% from the last price. The Scheme Meeting is on 12 May and the Second Court Hearing on 20 May.
- TLC should remain in all major indices, while new Tabcorp Ltd (TAH AU) could be deleted from the S&P/ASX 50 Index and the MSCI Australia Index.
Irongate Enters Into SIA With Charter Hall And PGGM
- Irongate Group (IAP AU) has entered into Scheme Implementation Agreement with Charter Hall (CHC AU) and Dutch pension fund PGGM.
- The consideration of A$1.90/cash plus a A$0.0467/security distribution is in line with the non-binding proposal terms announced on the 31 January.
- A Scheme Booklet is expected to be despatched in May. The transaction is expected to close late July.
Crown Resorts Scheme Meeting on 29 April, IE Opinion
- Unsurprisingly, the independent expert (IE) considers Crown Resorts (CWN AU)‘s A$13.10 offer from Blackstone Group (BX US) to be fair and reasonable. We think that IE’s valuation approach is sound.
- The key condition is approval from shareholders and gaming regulatory authorities. The scheme meeting is scheduled for 29 April.
- We continue to think that offer is attractive. At the last close price and for the 12 May implementation date, the gross and annualised spread is 2.7% and 27.1%, respectively.
(Mostly) Asia M&A: March 2022 Roundup
- For the month of March, five new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$3bn.
- The average premium for the new deals announced (or first discussed) in March was ~31%.
- This compares to the average premium for all deals in 2021 (165 deals), 2020 (158 deals), and 2019 (145 deals) of 33%, 31%, and 31.5% respectively.
Before it’s here, it’s on Smartkarma
