IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

Arun has over 15 years’ experience covering the Technology sector. During this time, he has worked with technology start-ups and as an equity analyst in investment banks and independent research firms. He was formerly a Technology Analyst for Canaccord Genuity, Altium Securities, Espirito Santo Investment Bank, Noble Group and Clear Capital. He has a dual Master’s degree in Financial Engineering and Industrial and Operations Engineering from the University of Michigan. He obtained his Bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology, Bombay. He is also a CFA charterholder.

IPOs and Catalysts/Events

Woolworths' API Bid Likely to Kick off a Bidding War with Wesfarmers

API/Sigma Merger: Sigma Shareholders Need a Better Offer

Wesfarmers’ Revised Bid for API Gains Due Diligence Access

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Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

Australian Pharmaceutical Industries / Event-Driven

Australian Pharmaceutical Industries (API AU)

<a href="https://www.smartkarma.com/entities/australian-pharmaceutical-industries-limited" target="_blank" data-smartkarma-citation="entities:19399:1" rel="noopener">Australian Pharmaceutical Industries (API AU)</a> is a vertically integrated wholesaler, franchise owner and retailer. API has received a non-binding indicative offer from <a href="https://www.smartkarma.com/entities/sigma-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:15966:1" rel="noopener">Sigma Healthcare (SIG AU)</a>. Sigma is offering cash and scrip comprising A$0.35 cash and 2.05 Sigma shares per API share. Sigma’s offer has an implied value of A$1.57 per share (based on Sigma’s share price on 24 September) and A$1.58 per share (Sigma’s last close price). Sigma’s offer of A$1.57 per share is a 37.1% premium to the unaffected price of A$1.145 (9 July prior to Wesfarmers' first proposal).  As a reminder on 16 September, API revealed a revised non-binding indicative offer of A$1.55 per share from <a href="https://www.smartkarma.com/entities/wesfarmers-ltd" target="_blank" data-smartkarma-citation="entities:1104:1" rel="noopener">Wesfarmers Ltd (WES AU)</a>. The Board announced an intention to unanimously recommend the revised offer subject to the entry into a binding scheme implementation deed following the completion of confirmatory due diligence that will end by 16 October. However, the Board has determined that the Sigma offer is superior and has decided to grant Sigma due diligence access.   Sigma’s offer for API is just the latest M&amp;A round between these two names. In a role-reversal in October 2018, API bought a 12.95% stake in Sigma and followed it up with a scrip and cash bid worth A$0.686 per Sigma share at that time. Sigma rejected API’s bid as it did not reflect the long-term value of the business which prompted API to dispose of its stake.Sigma argues that its offer is superior to Wesfarmers’ offer as API shareholders can benefit from revenue diversification, significant synergies (target of A$45 million annual cost synergies), greater scale (the combined entity will be Australia’s largest pharmaceutical wholesaler) and franking credits. Sigma’s proposal requires clearance from the Australian Competition and Consumer Commission (ACCC). API was said to have ensured clearance from the ACCC was possible when it made its failed bid for Sigma in 2018.  <div class="content-highlight">Clearly, the implied value of Sigma’s offer is less certain and will fluctuate based on Sigma’s share price. We think that there is another round to this contested takeover battle. At the last close price of A$1.51, API’s shares are trading at a -2.6% discount to Wesfarmers’ cash offer of A$1.55 and a -4.4% discount to Sigma’s offer of A$1.58 (based on Sigma’s last close price).</div>

Australian Pharmaceutical Industries (API AU) is a vertically integrated wholesaler, franchise owner and retailer. API has received a non-binding indicative offer from Sigma Healthcare (SIG AU). Sigma is offering cash and scrip comprising A$0.35 cash and 2.05 Sigma shares per API share. Sigma’s offer has an implied value of A$1.57 per share (based on Sigma’s share price on 24 September) and A$1.58 per share (Sigma’s last close price). Sigma’s offer of A$1.57 per share is a 37.1% premium to the unaffected price of A$1.145 (9 July prior to Wesfarmers' first proposal).  As a reminder on 16 September, API revealed a revised non-binding indicative offer of A$1.55 per share from Wesfarmers Ltd (WES AU). The Board announced an intention to unanimously recommend the revised offer subject to the entry into a binding scheme implementation deed following the completion of confirmatory due diligence that will end by 16 October. However, the Board has determined that the Sigma offer is superior and has decided to grant Sigma due diligence access.   Sigma’s offer for API is just the latest M&amp;A round between these two names. In a role-reversal in October 2018, API bought a 12.95% stake in Sigma and followed it up with a scrip and cash bid worth A$0.686 per Sigma share at that time. Sigma rejected API’s bid as it did not reflect the long-term value of the business which prompted API to dispose of its stake.Sigma argues that its offer is superior to Wesfarmers’ offer as API shareholders can benefit from revenue diversification, significant synergies (target of A$45 million annual cost synergies), greater scale (the combined entity will be Australia’s largest pharmaceutical wholesaler) and franking credits. Sigma’s proposal requires clearance from the Australian Competition and Consumer Commission (ACCC). API was said to have ensured clearance from the ACCC was possible when it made its failed bid for Sigma in 2018.  Clearly, the implied value of Sigma’s offer is less certain and will fluctuate based on Sigma’s share price. We think that there is another round to this contested takeover battle. At the last close price of A$1.51, API’s shares are trading at a -2.6% discount to Wesfarmers’ cash offer of A$1.55 and a -4.4% discount to Sigma’s offer of A$1.58 (based on Sigma’s last close price).

API in Role Reversal as Its Receives a Bid from Sigma