Last Week in Event SPACE ...
(This insight covers specific insights & comments involving Stubs, Pairs, Arbitrage, share Classifications, and Events - or SPACE - in the past week)
FamilyMart Co Ltd (8028 JP) (Mkt Cap: $10.1bn; Liquidity: $35mn)
The Nikkei reported that 50.1% owner Itochu Corp (8001 JP) had "decided" today to launch a takeover bid for Familymart to take it private. The Tender Offer has been announced at ¥2300/share. It is less than the ¥2750/share implied by the purchase price in the Tender Offer in 2018 which got Itochu from 41.5% to 50.1%. Travis Lundy expects 'the market' will clamour for more, but the shareholder structure on this is no less "interesting" than it was in April 2018 when he wrote about the previous tender, saying Itochu Tender For FamilyMart - Winnie Sees a Hunny Pot But Greedy Bears Get Stuck. Here is the Tender Offer doc.
links to:
Travis' insight: FamilyMart Tender Offer - Winnie and HunnyPot Redux
Oshadhi Kumarasiri's insight: ITOCHU Attempts to Take FamilyMart Private at a Bargain
Sina Corp (Class A) (SINA US) (Mkt Cap: $2.6bn; Liquidity: $26mn)
SINA looks sets to join the growing list of Chinese companies seeking to delist in the US and relist, ostensibly in Hong Kong. Yesterday, Sina announced the receipt of a preliminary non-binding “going private” proposal from New Wave - a company controlled by its chairman/CEO Charles Chao - at US$41/share, a ~20% premium to the average closing price during the 30 trading days prior to the announcement.
(links to my insight: Sina Corp: Management Buyout Offer)
LINE Corp (3938 JP) (Mkt Cap: $12.4bn; Liquidity: $15mn)
On the 30 June after the close, LINE, Z Holdings, Softbank Corp, and Z Holdings ("the Relevant Parties") announced that the deal would likely not complete by the originally scheduled October 1st deadline. So while the official word is there is no anticipated change to terms (a reference to the way shares were trading through terms at the time), shares trade higher. The market, at 3.5% through terms, is now betting on a bump to the LINE TOB Price. To make that a decent winning bet, investors have to think there is a greater-than 50% chance of a bump of 10% or more... with no chance of a regulatory block in there.
(links to Travis' insight: Market Is Pricing a LINE Bump - Should It?)
Metlifecare Ltd (MET NZ) (Mkt Cap: $0.8bn; Liquidity: $3mn)
Ahead of MET's 10 July meeting to seek shareholder support to continue litigation against AVPG and EQT over their decision to terminate the original SIA, EQT/QVPG have pitched a non-binding indicative offer to acquire all MET shares for NZ$6.00/share under a Scheme of Arrangement. This compares to the original Scheme consideration of NZ$7.00 per share in cash. Consequently, the July meeting has been deferred. This would appear a decent compromise for all parties. MET can avoid protracted litigation, which is expected to spill over into 1Q21. EQT saves face via reloading an Offer, and one that is 14.3% below its initial bid, and a 25.5% premium to the undisturbed price back in December.
"The parties have also agreed to discontinue all litigation and settle all disputes related to the original SIA, with the parties to cover their own costs in relation to the litigation."
(link to my insight: Metlifecare: EQT Blinks And Tables A Revised Offer)
Accordia Golf Trust (AGT SP) (Mkt Cap: $0.5bn; Liquidity: $1mn)
Hibiki Path Advisors - the second-largest shareholder in AGTand one who has been noisy on behalf of all shareholders - issued a Press Release which stated they were disappointed with the price and that it will be voting against the proposed divestment in the case the price is not revised higher. The easiest points to address for AGT independent board members in requesting Accordia Golf parent to pay a slightly higher price are the idea of there already being a slightly favourable transfer to the parent in the form of high royalty fees as a percent of gross operating profit. The elimination of fees to the Trustee Manager could be deemed to be another "benefit".
(link to Travis' insight: Major Accordia Golf Trust Shareholder Has Issues With Price & Process)
Beijing Jingneng Clean Energy (579 HK) (Mkt Cap: $2.2bn; Liquidity: $1mn)
After being suspended the previous Friday morning pursuant to the Code on Takeovers and Mergers. Jingjeng has announced its parent (Beijing energy Holdings "BEH") has indicated an intention to make a voluntary cash general Offer. No price was mentioned. BEH holds 471.6mn H shares, or around 16.7% of H shares out, therefore the blocking take at a Scheme-like vote would be 8.33% of H-shares out. This would be the fourth Hong Kong-listed, clean-energy company subject to a privatisation or change of control in a little over a year - and sixth in which interested parties have been circling:
(link to my insight: Beijing Jingneng (579 HK): The Latest Clean Energy Privatisation?)
O-Net Technologies (Group) (877 HK) (Mkt Cap: $0.6bn; Liquidity: $3mn)
On the 6 July, O-Net, a leader in the provision of high-technology products and optical networking components, was suspended pursuant to the Code on Takeovers and Mergers. An Offer, by way of a Scheme, has now been announced. The cancellation price is HK$6.50/share, a 23.57% premium to last close. The price will not be increased. Disinterested Shareholders comprise 375.196mn shares, or 44.99% of shares out. Therefore 10% blocking stake is attached to ALL of the Scheme Shares held by the Disinterested Shareholders at the Scheme Meeting is 37.52mn shares or 4.499% of shares out. O-Net is Cayman incorporated therefore the headcount test applies. Assuming the deal gets up, this may be wrapped up by late October.
links to my insights:
O-Net (877 HK): Swish Switches Offer
O-Net Tech (877 HK): Tripping The Light Fantastic
J.B. Chemicals & Pharmaceuticals (JBCP IN) (Mkt Cap: $0.7bn; Liquidity: <$1mn)
The Promoters of JBCP announced on 3rd July they had signed an SPA with KKR & Co Inc (KKR US) to sell up to 54% of the company's total shares from their holdings. Pursuant to SEBI Regulations, this triggered the obligation for the Acquirer to launch a Mandatory Open Offer to buy shares from Public Shareholders at similar Terms. To fulfil this requirement, the Acquirer has launched a Partial Tender Offer to buy up to 26% of the company's total shares from non-promoter shareholders at a cash price of INR745.00/share. Tender Offers in India have a statutory timeline that requires the settlement to be within 72 business days from the date of the announcement which means the Offer could be completed in the next 4 months.
(link to Janaghan's insight: J.B.Chemicals (JBCP IN): Partial Tender Offer by KKR)
In Leyou – Is Sony Targeting Splash Damage as Microsoft Targets Warner Brothers Interactive, Mio Kato reckons Sony Corp (6758 JP)'s reported interest in Leyou Technologies (1089 HK) is highly credible. Against the backdrop of Microsoft’s reported interest in acquiring Warner Brothers Interactive Entertainment, he feels the move would make sense as both players move to strengthen 1st party development capabilities. In Sony – Epic Games Stake Purchase Is Small but VERY Interesting and Positive for Leyou, he also discusses Sony's 1.4% stake purchase in Unreal Engine creator Epic Games for $250mn and how they might impact Leyou. Also, Leyou's chairman Yuk has now entered into an exclusivity agreement with Tencent Holdings (700 HK). No price is mentioned.
On 6th July, UK-based independent Oil & Gas company Rockrose made an announcement that it had agreed to be acquired by physical energy trading group Viaro Energy in a Deal that values the company at a market cap of of GBP244mn. The Transaction will be implemented by way of a Scheme of Arrangement. The Offer Price is GBP18.50/share and the consideration will be in the form of cash. This all-friendly Deal is conditional on receiving approval from RockRose Energy shareholders and is expected to complete in August 2020. The Acquirer has also reserved the right to implement the Acquisition by way of a Takeover Offer.The Offer Price translates to premia of 63.7%, 90.7%, and 68.5% to the stock's pre-announcement closing price, 3-month VWAP, and 6-month VWAP respectively.
The next quarterly rebalance for the FTSE Taiwan 50 Index will be effective 21 September and the changes will be announced on 4 September. Passive funds will need to trade at the close on 18 September. The data used to determine changes to the index will use the closing prices on 24 August. In FTSE Taiwan50 Index Rebalance Preview - First Look Sees Two Changes, Brian Freitas sees two potential inclusions/exclusions from the index. Silergy Corp (6415 TT) and Realtek Semiconductor (2379 TT) are potential additions and would replace China Life Insurance (2823 TT) and Lite On Technology (2301 TT).
In SK Biopharmaceuticals: MSCI Korea Index Inclusion Event, Sanghyun Park expects SK Biopharmaceuticals (326030 KS) to be included in the MSCI November review.
Masmovil Ibercom (MAS SM) (Mkt Cap: $3.4bn; Liquidity: $24mn)
Activist Polygon (1.025% stake in MásMóvil, worth c. EUR 31 mn) has sent a letter to the CNMV (Securities Market National Commission, the Spanish market watchdog) regarding the terms of the Lorca Telecom (KKR, Cinven and Providence funds) voluntary takeover bid for MásMóvil. The letter provides reasons why the current offer (especially the irrevocable undertakings) seems unfair for the minority shareholders
(link to Jesus' insight: MásMóvil - Lorca Capital: Summer Lull)
In New Rules on Prefs Trading, Listing, & Delisting in Korea, Sanghyun discussed the new rules for the trading, listing, and delisting of the local preferred shares announced by the Korea FSC. The minimum shares out and market cap for new listings are now 1mn shares and ₩5bn, effective October this year. As for delisting, those prefs below 0.2mn shares or ₩2bn market cap will lose their spot, starting October next year with a grace period of one year,
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, lock-up expiry, amongst others. For those mentioned below, I could not find an obvious reason for the CCASS move.
Name | %chg | Into | Out of |
Eft Solutions Holdings (8062 HK) | 42.00% | BNP | Outside CCASS |
China Boqi Environmental Hol (2377 HK) | 15.15% | Citic | Partners Cap |
Sing Tao News Corp (1105 HK) | 17.07% | Haitong | Every Joy |
Charmacy (2289 HK) | 18.32% | MS | ML |
The following large movement(s) concern recently listed companies, and therefore are (likely) lock-up related.
Name | % chg | Into | Out of |
Fin Street (1502 HK) | 17.53% | Guotai | Outside CCASS |
Shenzhen HepaLink Pharmaceutical (H) (9989 HK) | 13.83% | GS | Outside CCASS |
ADTiger (1163 HK) | 14.53% | SBI | Outside CCASS |
China Saftower (8623 HK) | 12.29% | Chaoshang | Outside CCASS |
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