Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

HK Type 4 license through Ballingal Investment Advisors Ltd. ("BIA" or "BIAL")

BACKGROUND
I have 20+yrs experience in Asia doing alternative strategies (i.e. non-delta1 non long-only) in fixed income, equity derivatives, and activist/catalyst/event-driven and long-short equity strategies with most of that time spent managing money. 

4 years in fixed income macro, 8 years running internal hedge fund and 4yrs investment banking at Citi in Japan, 3 years running an Asia multi-strat portfolio at a hedge fund, 4+yrs as an independent special situations analyst.

Pan-Asia Catalysts/Events

Ams Offer Does Not Win Osram. Back To Square 2.

New ams Deal for Osram In Store - It's Doable

ams AG Finds a Loophole: Ups the Osram Bid to €41 but Does Not Extend

Quiddity Advisors

Event-Driven

Late on 6 November, the German regulator Bafin 'gave its approval' - in a way - for <a href="https://www.smartkarma.com/entities/ams-ag" target="_blank" data-smartkarma-citation="entities:22278:1" rel="noopener">ams AG (AMS SW)</a> to conduct a second Takeover Offer for <a href="https://www.smartkarma.com/entities/osram-licht-ag" target="_blank" data-smartkarma-citation="entities:21689:1" rel="noopener">OSRAM Licht AG (OSR GR)</a> after only a short while since their first. Normally there is a one-year waiting period, but ams created a second legal vehicle and filed an application with BaFin to approve, despite IG Metall's cajoling of BaFin, Osram management, and ams management (insisting on parity participation on the Supervisory Board (paritätischen Mitbestimmung), no redundancies, and 10-year guarantees on workers and locations) into late October.
And in what is apparently a first for BaFin, they are allowing ams to conduct this second Takeover Offer by having accepted the application then waiting the ten-day period, and letting it lapse. That amounts to neither official approval nor disapproval. It just is.
<blockquote>
BaFin has not prohibited the publication of this Offer Document by the Bidder within ten working days since receipt of the Offer Document on 25 October 2019. Therefore, publication of the Offer Document is deemed to be permitted with expiry of 6 November 2019, 24:00 hrs (local time Frankfurt am Main, Germany) pursuant to section 14 para. 2 sentence 1 of the Takeover Act.
</blockquote>
ams CEO Everke has been negotiating with Osram management and worker representatives since early October, and by all public accounts, the discussions are constructive. As discussed in <a href="https://www.smartkarma.com/insights/new-ams-deal-for-osram-in-store-it-s-doable" target="_blank" data-smartkarma-citation="insights:33956" rel="noopener">New ams Deal for Osram In Store - It's Doable</a>, Osram management offered a press release in the second half of October discussing a "Zukunftskonzept" which was an unsubtle reference to the "Zukunftskonzept OSRAM Agreement" between Osram, its workers, and the IG Metall union in July 2017. Unfortunately, Everke could not reach an agreement which could be publicly presented prior to the launch but some concessions are in the Offer Document (much more description below). ams continues discussions and will likely continue them up to the Reasoned Response by Osram, at least.  In the meantime, OSRAM CEO Berlien presents Q4 results tomorrow 12 November, and may make comments about the Offer.
Last time ams got to 51.6%. That was with four days between the new price and the close of the Offer. This time they should be able to get to 55% which is the minimum threshold for the new offer.
Much more discussion below.

Late on 6 November, the German regulator Bafin 'gave its approval' - in a way - for ams AG (AMS SW) to conduct a second Takeover Offer for OSRAM Licht AG (OSR GR) after only a short while since their first. Normally there is a one-year waiting period, but ams created a second legal vehicle and filed an application with BaFin to approve, despite IG Metall's cajoling of BaFin, Osram management, and ams management (insisting on parity participation on the Supervisory Board (paritätischen Mitbestimmung), no redundancies, and 10-year guarantees on workers and locations) into late October.
And in what is apparently a first for BaFin, they are allowing ams to conduct this second Takeover Offer by having accepted the application then waiting the ten-day period, and letting it lapse. That amounts to neither official approval nor disapproval. It just is.

BaFin has not prohibited the publication of this Offer Document by the Bidder within ten working days since receipt of the Offer Document on 25 October 2019. Therefore, publication of the Offer Document is deemed to be permitted with expiry of 6 November 2019, 24:00 hrs (local time Frankfurt am Main, Germany) pursuant to section 14 para. 2 sentence 1 of the Takeover Act.

ams CEO Everke has been negotiating with Osram management and worker representatives since early October, and by all public accounts, the discussions are constructive. As discussed in New ams Deal for Osram In Store - It's Doable, Osram management offered a press release in the second half of October discussing a "Zukunftskonzept" which was an unsubtle reference to the "Zukunftskonzept OSRAM Agreement" between Osram, its workers, and the IG Metall union in July 2017. Unfortunately, Everke could not reach an agreement which could be publicly presented prior to the launch but some concessions are in the Offer Document (much more description below). ams continues discussions and will likely continue them up to the Reasoned Response by Osram, at least.  In the meantime, OSRAM CEO Berlien presents Q4 results tomorrow 12 November, and may make comments about the Offer.
Last time ams got to 51.6%. That was with four days between the new price and the close of the Offer. This time they should be able to get to 55% which is the minimum threshold for the new offer.
Much more discussion below.

Second ams Deal for Osram - Concessions And "Elbow Calculus"