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)
Japan Post Insurance (7181 JP) (Mkt Cap: $8.4bn; Liquidity: $25mn)
On the 16 May, Japan Post Insurance announced a buyback of up to 162,906,300 shares (29.0%) spending up to ¥439.8bn. This was done in a ToSTNeT-3 transaction this past Monday. Japan Post Holdings announced they would sell a similar number of shares into the buy order, and would sell an additional 400,000 shares held in a trust. By so doing, the percentage of Japan Post Insurance voting rights held by Japan Post Holdings would drop to 49.90%. Despite the signalling by the JPH last November which was quickly followed in December by the release/leak of a plan to buy back JPI shares to get JPH below 50%, and the substantial shift in interest rates lifting EEV, JPI hasn't performed that well since December. But that period was probably the time to buy.
(link to Travis' insight: Japan Post Insurance - It's ON! Buyback, Huge Accretion, Restrictions Lifted. What's Not To Like?)
Chong Hing Bank (1111 HK) (Mkt Cap: $2.6bn; Liquidity: $1mn)
Yue Xiu (the investment arm of the Guangzhou municipal government) has made an Offer, by way of a Scheme, for Chong Hing shares not owned, at HK$20.80/share, a 51.2% premium to last close, and a 97% premium to the day preceding the last trading day. The Cancellation Price, which is a 10.1% discount to the NAV, will NOT be increased. Standard Scheme conditions apply. Chong Hing is Hong Kong-incorporated, therefore there is no headcount test.
I think this is being done too cheaply. However, no other suitor will emerge. Ultimately, this is where long-suffering shareholders cash out. Play the arb. Assuming payment mid-late September, pay up to HK$20.40/share.
(link to my insight: Chong Hing Bank (1111 HK): Yue Xiu's Offer Is Light)
Invesco Office J Reit (3298 JP)(Mkt Cap: $1.bn; Liquidity: $9mn)
After the close this past Thursday, the fortunes of the unitholders of Invesco Office may have changed again. The company and its manager announced they had received a proposal for a Tender Offer bid by Invesco Real Estate (Cayman) for all the shares of Invesco Office J-REIT. The tender offer price of the Tender Offer will be 22,500 yen per investment unit, representing a 15.33% premium to the closing unit price of the investment units of the Investment Corporation as of May 19, 2021 and a 3.45% premium to the tender offer price of the Starwood Tender Offer.
(link to Travis' insight: Invesco Office's Beige Knight (Deemed Dirty Gray By Markets) Suddenly Looks Brighter and Whiter)
Straits Trading (STRTR SP) (Mkt Cap: $0.8bn; Liquidity: $1mn)
Straits has a 22.06% stake in ARA Asset Management, after adding 1.1% in May of last year for S$30.2mn. There is talk of IPO'ing ARA, some four years after it was taken private. Straits' stake in ARA, based on that stake increase, is worth ~60% of its current market cap. Yet that figure is likely conservative based on the increase in ARA's AUM.
Back in 2016, JL Investment Group, Straits, Cheung Kong Property, in partnership with Warburg Pincus, privatised ARA Asset Management at S$1.78/share by way of a Scheme. Straits held an effective stake of 20.95% after delisting. ARA's EV at the time was $1.795bn with an implied market cap S$1.78bn. Just prior to the Scheme, ARA had AUM of S$35.6bn.
(link to my insight: Straits Trading: ARA's Pre-IPO Funding From SMBC)
Toshiba Corp (6502 JP) (Mkt Cap: $18.9bn; Liquidity: $187mn)
During its full-year results, Toshiba announced a ¥150bn of "additional shareholder return" of unspecified return method, with details to be announced in early June. The "Return" could be an enhancement of a dividend going forward, or could be a buyback. Travis personally expects buyback because it helps remove some activist pressure, and some pressure on PE Funds bidding (because if the stock goes up, they have to bid more).
(link to Travis' insight: Toshiba Results & Shareholder Return - Possibly Big Impact Buyback Coming)
KDDI Corp (9433 JP) announced in-line results, decent forecasts, yet another dividend hike (20 consecutive years of dividend hikes), and in something of a surprise, a big buyback. The buyback of ¥150bn is non-negligible. This is five years in a row that KDDI has bought back shares and because neither NTT (Nippon Telegraph & Telephone) (9432 JP) nor Softbank Corp (9434 JP) announced buybacks, this puts KDDI on the front foot relatively speaking regarding flows. The forecast and the buyback are both bullish. The combination of this should allow for upward drift on the shares near-term. Be long KDDI vs Softbank Corp. Be long NTT. Buy dips on KDDI vs Softbank Corp. Link to Travis': KDDI Results and Yet Another Buyback.
On the 10 May, Blackstone increased its non-binding proposal for Crown Resorts (CWN AU) by 4% to $12.35. Shortly after, Crown's domestic rival Star Entertainment Grp (SGR AU)lobbed an unsolicited, non-binding, and indicative proposal, by way of a Scheme, either via the issuance of 2.68 new Star shares for every Crown share, or a possible cash alternative of A$12.50/share, subject to clawback. In Crown Resorts: Blackstone & Star Place Their Bets, I concluded both Offers were light. Crown now agrees that Blackstone's Offer undervalued the company. But that it required more information from Star before finalising its view on the cash/scrip Offer. Based on the pushback to Blackstone's Offer, it is difficult to see the board recommending Star's A$0.15/share premium. Link to my insight: Crown Says Blackstone's Bid Is Light. Undecided On Star.
AOI TYO Holdings (3975 JP) (Mkt Cap: $0.2bn; Liquidity: $1mn)
On the 14th May, Japanese small-cap advertising company Aoi Tyo announced a Management Buyout (MBO) backed by Studio Cruise - a company managed by the Carlyle Group. Aoi Tyo mainly produces advertising video content. They also offer post-production services, xR (various forms of computer-altered reality) content production services, and PR, event, and spatial design solutions for the advertising and marketing sector. The Tender Offer Price is ¥900/share in cash which translates to a deal size of ¥21.4bn(~US$196mn). The Tender Offer Period will be from 17th May to 5th July 2021. The Deal has a minimum acceptance condition which requires the Acquirer to reach two-thirds control (15,844,900 shares). Friendly shareholders collectively hold around 4,984,889 shares (20.1%) and are expect them to accept the Deal.
Meisei Electric (6709 JP) (Mkt Cap: $0.1bn; Liquidity: $1mn)
On 13th May, small-cap electronic and communications technology firm Meisei Electric announced they had agreed to merge with their parent IHI Corp (7013 JP) which will result in Meisei getting delisted from the Second Section of the Tokyo Stock Exchange. Meisei shareholders will receive 0.42 IHI shares per Meisei share. The Meisei Shareholder meeting for approving the Deal is expected to be on 23rd June 2021 and the Merger is expected to become effective on 1st August 2021.
(link to Janaghan's insight: Meisei (6709 JP) - IHI (7013 JP): Small Merger with Minor Additional Consequences)
Honshu Chemical Industry (4115 JP) (Mkt Cap: $0.2bn; Liquidity: <$1mn)
Last November, Mitsui & Co Ltd (8031 JP) and Mitsui Chemicals (4183 JP) jointly announced they would launch a Tender Offer for the 46% of shares of Honshu Chem that they did not own. Travis wrote about it in Honshu Chemical (4115) - An Embarrassment of Riches. and again with Honshu Chemical - What WAS the Wrong Price Gets Wronger. after Q3 earnings. With full-year results now out, the extra cash added to the firm amounts to 3.3% of the Tender Offer Price.
(link to my insight: Honshu Chemical Shareholders Get the Short End of the Stick As The Board Is Ex-Gourd)
On 14th May 2021, Shopping information website operator Locoguide (4497 JP) and real-estate web portal operator Kufu (4399 JP) announced (J-only) plans to merge in a Deal that would see both companies get delisted from the Tokyo Stock Exchange and get re-listed as a new combined entity. The Exchange Ratio for the Deal is set at 4.10 Kufu shares per Locoguide share. The Locoguide Shareholder Meeting and Kufu Shareholder Meeting for approving the Deal are expected to take place on 24th June 2021 and 7th July 2021, respectively. This Merger will require Shareholder Approval from both Kufu and Locoguide Shareholders. However, that is unlikely to be a major hurdle. This would be a standard Rate-of-Return Trade. Expect this to trade tight until completion. Link to Janaghan's: Locoguide (4497 JP) - Kufu (4399 JP): Merger Is a Done Deal.
Aomori Bank (8342 JP) / Michinoku Bank (8350 JP)
Amori Bank and fellow Aomori Prefecture bank Michinoku agreed in 2019 to form an operational alliance, which was widely seen as a precursor to merging. Last year on September 6, the Nikkei carried an article saying that Aomori Bank and Michinoku Bank could consider a merger, and the CEO of Aomori Bank was quoted as saying he didn't rule out the possibility. The two banks had 95 and 94 banks, respectively, last year, and they mostly competed against each other in each major city, minor city, and even small town, and officials from both banks had said that was too many to support. The previous Friday, the two banks announced they would merge.
(link to Travis' insight: Aomori Bank & Michinoku Bank Merger - Nothing To Write Home About Yet)
On 14th May, Pharmaceutical company Biofermin Pharmaceutical Co (4517 JP) ("Biofermin") announced they had agreed to merge with their parent Taisho Pharmaceutical Holdin (4581 JP) ("Taisho") which will result in Biofermin getting delisted from the Tokyo Stock Exchange. Biofermin shareholders will receive 0.5 Taisho shares per Biofermin share. The Biofermin shareholder meeting for approving the Deal is expected to be on 24th June 2021 and the Merger is expected to become effective on 1st August 2021. This is a friendly scrip deal. Both managements have agreed to the Terms and the Deal will be completed if Target shareholders agree to the Transaction. This looks a "Done Deal" as the Target Shareholder Approval be easily obtained. Link to Janaghan's: Biofermin (4517 JP) - Taisho (4581 JP): Merger Is a Done Deal.
JD.com Inc. (9618 HK) / JD Logistics (2618 HK)
JD Logistics, the logistics spin-off of JD.com, will price its shares between HK$39.36 and HK$43.36 each, raising HK$25.2bn using the half-way price, before over-allotment. JD.com's stake will decline to 64.4% (63.5% including the over-allotment) from 71.57% currently. The listing of JD. Logistics would be the second-largest IPO on the Hong Kong bourse this year after Kuaishou Technology (1024 HK), and including its secondary listing, JD's third listing in Hong Kong in the past year.
Links to:
my insight: JD.com's Stub Trading Cheapish Ahead Of Logistics Spin-Off
Oshadhi's insight: Examining JD.com from a Holdco Angle as the Company Prepares to List Its Logistics Unit
Following Yue Xiu's privatization Offer for Chong Hing Bank (1111 HK), Hong Kong's remaining "family"-owned banks, such as Bank of East Asia (23 HK) (BEA), are back in focus. Guoco Group Ltd (53 HK) is trading cheap to its historical NAV discount range, and the 14.94% holding in BEA accounts for 15% of its NAV. I estimate Guoco is trading at a ~37% discount to NAV, compared to its 12-month average of 27%, and around its 12-month low of ~38%.
On the 29 June 2018, Guoco received a privatization offer from Guoline (the Quek family) by way of a Scheme at $135/share (in cash OR cash & scrip vs. the undisturbed price of $118/share. On a market price-related value, as at the latest practicable date in the 2018 Circular, the IFA calculated a value of $178.70/share. That equated to a discount to NAV of 24%. In the 2012/2013 failed privatisation attempt, the market-based value was $162 (December 2012), implying a discount of 38%. I calculate a current market-based value of $169.67/share. Guoline is free to re-launch an Offer at any time, but it will full price is pitched - perhaps a 15% discount, or $140/share - First Eagle will block the Scheme vote, again, or block the 90% acceptance threshold condition if an Offer was done via a VGO.
(link to my insight: StubWorld: Guoco/BEA Into Focus Post Chong Hing Bank Bid)
And continuing with the Chong Hing Bank (1111 HK) / Bank of East Asia (23 HK) theme, I think one could be long both Dah Sing Financial (440 HK) and Dah Sing Banking (2356 HK). DSF is cheaper, and because of the securities holdings, the discount is more egregious. Link to my insight: Dah Sing (2356 HK): Trading Cheap As Chong Hing Gets Bid.
In Siemens/Siemens Gamesa: Bid Rumours, Jesus discusses reports that Siemens AG (SIE GR) was planning to launch a delisting bid for Siemens Gamesa Renewable Energy, S.A. (SGRE SM). For an implied equity value (fully diluted) of €778.6 mn and an implied EV of €798.4 mn (dividend-adjusted). This represents 7.1x EV/21e EBITDA and 18.5x Fwd P/E. Link to Jesus' insight: Siemens/Siemens Gamesa: Bid Rumours.
In LVMH/Tod's: Unlikely Deal for Now, Jesus discusses the non-deal between Lvmh Moet Hennessy Louis Vuitton (MC FP) and Tod's SpA (TOD IM).
Hang Seng TECH Index Rebalance Preview. In Hang Seng TECH Index Rebalance Preview: 1 Deletion & Another Potential Change, Brian Freitas sees Zte Corp H (763 HK) as a deletion to bring the number of index constituents back to 30. If Bilibili Inc (9626 HK) is added to the index, then Archosaur Games (9990 HK) could be deleted.
HSCI Index Rebalance and Stock Connect. The June review will see the inclusion of stocks that were newly listed from 1 January to 31 March and meet the criteria for joining the index. Although there are almost no assets indexed to the HSCI, the index forms the basis of stocks that are eligible for Southbound Stock Connect. Stocks that are included in the HSCI and subsequently included in the Stock Connect program get inflows from mainland investors. Link to Brian's insight: HSCI Index Rebalance and Stock Connect: Potential Changes in June and September.
Marine Shipping Stocks and Index Inclusion. Stocks of marine shipping companies have been moving higher over the last year and there has been an acceleration in the move over the last few months. The stocks of larger companies have performed better than the stocks of smaller companies. HMM Co., Ltd. (011200 KS), Yang Ming Marine Transport (2609 TT), and Wan Hai Lines (2615 TT) will be included in the MSCI Standard Index, while we expect Evergreen Marine Corp (2603 TT), Yang Ming Marine Transport (2609 TT) and Wan Hai Lines (2615 TT) will be included in the FTSE TWSE Taiwan 50 Index at the June QIR. We currently expect Cosco Shipping Holdings Co., Ltd (H) (1919 HK) to be included in the FTSE China 50 Index at the June SAIR. Link to Brian's insight: Marine Shipping Stocks and Index Inclusion: Big Run-Up.
HSI Index Rebalance. For the Hong Kong Hang Seng Index (HSI INDEX) there are 3 inclusions - Xinyi Solar Holdings (968 HK), BYD (1211 HK), and Country Garden Services Holdings (6098 HK). Link to Brian's insight: HSI Index Rebalance: Only 3 Additions but BIG Turnover.
HSCEI Index Rebalance. The inclusions are BYD (1211 HK) and Evergrande Property Services (6666 HK), while Guangdong Investment (270 HK), China Unicom Hong Kong (762 HK), and China Tower (788 HK) have been deleted from the index. Link to Brian's insight: HSCEI Index Rebalance: BYD's Double Inclusion; Capping Changes Lead to High Turnover.
HSTECH Index Rebalance. For the Hang Seng Tech Index (HSTECH INDEX), the inclusions are Autohome (2518 HK) and Bilibili Inc (9626 HK) while the deletions are ZTE Corp H (763 HK), Fit Hon Teng (6088 HK) and Archosaur Games (9990 HK). Link to Brian's insight: HSTECH Index Rebalance: Back to 30 with 2 Adds and 3 Deletes.
Mainstream Group Holdings Ltd (MAI AU)'s board has determined Apex's A$2.65/share to be superior to SS&C's last bid of A$2.61/share. SS&C has until 25th May 2021 to decide if they want to exercise their matching right (to match or overbid).
My ongoing series flags large moves (~10%) in CCASS holdings over the past week or so, moves that 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 |
Dragon King (8493 HK) | 19.37% | Yuzhou | Outside of CCASS |
Synertone Communication (1613 HK) | 14.40% | Chaoshang | Outside of CCASS |
Core Economy (339 HK) | 24.10% | Bonus | Zhongtai |
C-Link (1463 HK) | 21.75% | Futu | Outside of CCASS |
Vinco Financial (8340 HK) | 21.69% | Yuanta | Grand Cap |
Moody Tech (1400 HK) | 16.67% | Silverbacks | Outside of CCASS |
Source: HKEx |
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