In this briefing:
- BGH Lurks As Brookfield Firms Offer For Healthscope
- Hyundai Heavy/DSME Event – Comprehensive Summary
- SCSK (9719 JP) Launches Buyout of Subsidiary VeriServe (3724 JP)
- SCSK (9719 JP) Launches Buyout of Subsidiary JIEC
- Toppan Printing: Money for Nothing (& Your Clicks for Free)
1. BGH Lurks As Brookfield Firms Offer For Healthscope
Healthscope Ltd (HSO AU) has announced it has entered into an Implementation Deed with Brookfield, under which Brookfield seeks to acquire 100% of Healthscope by way of a scheme at A$2.50/share, and a simultaneous Off-market takeover Offer at $2.40/share.
The considerations under these proposals compares to the earlier indicative considerations of $2.585/share and $2.455/share respectively under the unsolicited conditional proposals announced back in November.
The $2.50/share under the scheme – which is priced at a 40% premium to the undisturbed price – includes an interim dividend of $.035/share. The scheme consideration represents an EV/EBITDA (Dec-18 end) of ~14.7x.
Both proposals are subject to limited conditions and neither are subject to due diligence and financing. The Off-market is subject to a 50.1% acceptance condition and the Scheme not being successful.
Brookfield’s proposals have unanimous HSO Board backing.
The Off-market takeover will remain open for at least four weeks after the date of the Scheme meeting, providing shareholders with opportunity to consider the Offer, depending on the outcome of the Scheme vote.
HSO also announced that the BGH-led consortium, which holds a ~20% stake, said it could improve the terms of its previous offer of $2.36/share, provided it was given access to Healthscope’s data room.
An explanatory booklet for Brookfield’s proposals is expected to be dispatched in April/May and the Scheme meeting to take place in May/June.
Currently trading tight to the Scheme consideration at $2.45/share.
2. Hyundai Heavy/DSME Event – Comprehensive Summary
- Below is a comprehensive summary of the Hyundai Heavy/DSME event that engulfed the Korean market yesterday. This is a multi step process. Details of most events will be determined after one month of holdback period.
- I will provide a trade approach on each name in a follow-up post.
3. SCSK (9719 JP) Launches Buyout of Subsidiary VeriServe (3724 JP)
Today after the close, Sumitomo Corp (8053 JP) consolidated subsidiary SCSK Corp (9719 JP) announced a Tender Offer to buy out minorities in Veriserve Corp (3724 JP).
SCSK currently holds 2,900,000 shares or 55.59% of voting rights.
The Tender Offer is at ¥6,700/share which is a 43.6% premium to the last traded price of the day before the announcement (¥4,665), a 44.6% premium to the one-month average, a 28.3% premium to the 3-month average, and a 36.6% premium to the 6-month average.
The price does not seem egregiously unfair, but for investors who own it who think it has another double in it this year they might get upset.
This is one of those situations with which the currently underway METI M&A Fairness enquiry might have a problem.
And if you care about the fairness of the M&A bidding and response process, and ensuring that minority investors get their interests defended by process, have a look at the METI Fair M&A panel and its consultation paper and by all means offer your comments.
4. SCSK (9719 JP) Launches Buyout of Subsidiary JIEC
Today after the close, Sumitomo Corp (8053 JP) consolidated subsidiary SCSK Corp (9719 JP) announced a Tender Offer to buy out minorities in JIEC Co Ltd (4291 JP).
SCSK currently holds 4,768,000 shares or 69.52% of voting rights.
The Tender Offer is at ¥2,750/share which is a 39.3% premium to the last traded price of the day before the announcement (¥1,974), a 38% premium to the one-month average, and a 41% premium to the 3-month and 6-month averages.
It is being done at about 7.5x TTM EV/EBITDA.
This is one of those situations with which the currently underway METI M&A Fairness enquiry might have a problem.
5. Toppan Printing: Money for Nothing (& Your Clicks for Free)
TOPPAN PRINTING (7911 JP) is Japan’s current Negative Enterprise Value ‘champion’. Although only growing in the low single digits and with margins to match, comprehensive income margins and returns are significantly higher, as they take Toppan’s significant investment portfolio gains into account. The investment portfolio has grown at a 39.1% compound annual growth rate (CAGR) over the last five years, outperforming Toppan’s core operations (6.4% CAGR) and the overall stock market (7.5% CAGR).
MARKET MYOPIA – Despite the investment portfolio’s ¥411b contribution to Shareholder’s Equity, which has otherwise only increased by ¥98b, the stock market preferred to focus on the stagnating top-line, and the shares have been serial underperformers. Toppan’s market capitalisation has grown by only 2% per annum or just ¥34b since December 2013. From the recent peak in June 2017, Toppan shares have underperformed the market by 27% and, for the last year, have been at their most extreme value relative to TOPIX over the previous thirty years. During this period, Toppan’s equity holdings rose from 43% of the company’s market capitalisation to close to parity at the recent market peak in September 2018.
BOTTOMING OUT – With the upcoming boost to sales in the printing business from the change in Japan’s gengō (元号) or era name on the accession of the new Emperor in April, the shares have finally broken out of a one-year period in the Oversold ‘doldrums’.
SELLING STRATEGIC INVESTMENTS – More importantly, the company has become more proactive in managing equity risk. On 23rd January, Toppan sold 10.5m shares in Recruit Holdings (6098 JP) for approximately ¥31.5b, reducing Toppan’s holding in Japan’s leading listing employment services business from 6.57% to 6.05%. Despite the boilerplate language used to describe the company’s strategy towards strategic shareholdings, Toppan has begun to address the portfolio more proactively and in accordance with the spirit of the new guidelines on Corporate Governance in Japan.
BUYBACK POTENTIAL – With this sale, Toppan’s liquid assets will now exceed US$3b or 58% of the current market capitalisation, while the company has committed to capital expenditures totalling only ¥125b over the next five years. Toppan last conducted a modest 0.2% share buyback in 2015-Q2, which was ‘unwound’ by a 0.5% reduction in Treasury Stock in 2017-Q3, which was not accompanied by a share cancellation. With just 8% of shares outstanding held in treasury, there is ample room for further buybacks.
For Japan’s ‘Deep Value’ investors or even the ‘activists’, Toppan is an attractive opportunity.
In the DETAIL below, we list the ‘top’ twenty-five negative enterprise value companies in Japan and provide a brief overview of Toppan’s business, the investment portfolio and explain why, with apologies to our ‘Brothers in Arms’, Dire Straits, investors in Toppan are, at present, getting their ‘money for nothin’ and clicks for free’.
Dire Straits: Brothers in Arms/Money for Nothing – Knopfler/Sting – 1985
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