Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

James Hardie Industries Plc / Event-Driven

James Hardie Industries Plc manufactures building products for new home construction and remodeling.  The Company's products include fiber cement siding, backerboard, and pipe. James Hardie Industries operates in the United States, Australia and New Zealand.

<ul>
<li>On the 24th March, building materials outfit <a href="https://www.smartkarma.com/entities/james-hardie-industries-plc" target="_blank" data-smartkarma-citation="entities:10937:1" rel="noopener">James Hardie Industries Plc (JHX AU)</a> announced a cash/scrip merger with decking manufacturer <a href="https://www.smartkarma.com/entities/azek-co-inc-the" target="_blank" data-smartkarma-citation="entities:36947:1" rel="noopener">Azek (AZEK US)</a>.</li>
<li>JHX is offering 1.034 new JHX shares plus US$26.45/share in cash for each Azek share, or an implied $56.88 all-in price (at the time), a punchy 37.4% premium to undisturbed. </li>
<li>Apart from pushback on pricing for Azek, JHX shareholders have voiced opposition over the ASX granting a waiver, allowing the merger to proceed without a vote from JHX shareholders</li>
</ul>


On the 24th March, building materials outfit James Hardie Industries Plc (JHX AU) announced a cash/scrip merger with decking manufacturer Azek (AZEK US).
JHX is offering 1.034 new JHX shares plus US$26.45/share in cash for each Azek share, or an implied $56.88 all-in price (at the time), a punchy 37.4% premium to undisturbed. 
Apart from pushback on pricing for Azek, JHX shareholders have voiced opposition over the ASX granting a waiver, allowing the merger to proceed without a vote from JHX shareholders


James Hardie (JHX AU)/Azek (AZEK US) Merger: Risky, Expensive, And Poor Governance

Goldlion Holdings Limited, through its subsidiaries, distributes and manufactures garments and accessories.  The Company also invests in properties and operates a commercial center with restaurants and a business center.

<ul>
<li>On the 17th December 2024, <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion Holdings (533 HK)</a>, an apparel manufacturer/distributor, <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1217/2024121700780.pdf" target="_blank" rel="noopener">announced</a> an Offer, by way of a Scheme, from the Tsang family (2.95% stakeholder), for shares not held. </li>
<li>The Tangs are offerings $1.5232/share (declared final), a 24.85% premium to last price, but a 71% premium to undisturbed. Despite the very low price-to-book multiple, this transaction looks done.</li>
<li>
The Scheme Doc is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0410/2025041000911.pdf" target="_blank" rel="noopener">out</a>, with a Court Meeting on the 9th May, with payment on or before the 10th July. The IFA (Altus Capital) says "fair &amp; reasonable".</li>
</ul>


On the 17th December 2024, Goldlion Holdings (533 HK), an apparel manufacturer/distributor, announced an Offer, by way of a Scheme, from the Tsang family (2.95% stakeholder), for shares not held. 
The Tangs are offerings $1.5232/share (declared final), a 24.85% premium to last price, but a 71% premium to undisturbed. Despite the very low price-to-book multiple, this transaction looks done.

The Scheme Doc is now out, with a Court Meeting on the 9th May, with payment on or before the 10th July. The IFA (Altus Capital) says "fair &amp; reasonable".


Goldlion Holdings (533 HK): 9th May Vote On Tsang Family's Offer

Gold Road Resources Limited operates as a mineral exploration and production company. The Company focuses on its Yamarna Gold Project located east of Laverton, Western Australia.

<ul>
<li>After rejecting  <a href="https://www.smartkarma.com/entities/gold-fields-ltd" target="_blank" data-smartkarma-citation="entities:25109:1" rel="noopener">Gold Fields (GFI SJ)</a>'s Offer last month, calling terms “low ball and opportunistic”, <a href="https://www.smartkarma.com/entities/gold-road-resources-ltd" target="_blank" data-smartkarma-citation="entities:6698:1" rel="noopener">Gold Road (GOR AU)</a> has done a bang-up job how NOT to underpin that position.</li>
<li>After correcting minor information (on the 4th April) to an Australian Roadshow Investor Presentation, GOR has now retracted details of the underground mining potential at the Gruyere mine.</li>
<li>But don't expect any new developments in this transaction until after <a href="https://www.smartkarma.com/entities/de-grey-mining-ltd" target="_blank" data-smartkarma-citation="entities:6192:1" rel="noopener">De Grey Mining (DEG AU)</a>'s Scheme vote on the 16th April.</li>
</ul>


After rejecting  Gold Fields (GFI SJ)'s Offer last month, calling terms “low ball and opportunistic”, Gold Road (GOR AU) has done a bang-up job how NOT to underpin that position.
After correcting minor information (on the 4th April) to an Australian Roadshow Investor Presentation, GOR has now retracted details of the underground mining potential at the Gruyere mine.
But don't expect any new developments in this transaction until after De Grey Mining (DEG AU)'s Scheme vote on the 16th April.


Gold Road (GOR AU)'s U-Turn On Gruyere's Underground Mine Estimates

HKBN Ltd., provides telephone voice and data communications services. The Company offers wireless internet service, IDD and IPTV service, local telephony services, and other value-added services.

<ul>
<li>Back in December, <a href="https://www.smartkarma.com/entities/china-mobile-ltd" target="_blank" data-smartkarma-citation="entities:27:1" rel="noopener">China Mobile (941 HK)</a> made a pre-conditional HK$5.23/share voluntary Offer for <a href="https://www.smartkarma.com/entities/hkbn-ltd" target="_blank" data-smartkarma-citation="entities:289:1" rel="noopener">HKBN  (1310 HK)</a>. The wild card is whether I Squared launches a counter-proposal.</li>
<li>This transaction has no shortage of intriguing developments. Last month, MBK mysteriously converted its VLNs. Now TPG has entered into an SPA with Mobile to sell its 15.46% stake.</li>
<li>
IF I Squared were to make a counter-proposal, I doubt it would secure the necessary regulatory approvals. Evidently TPG is not waiting around to find out.</li>
</ul>


Back in December, China Mobile (941 HK) made a pre-conditional HK$5.23/share voluntary Offer for HKBN  (1310 HK). The wild card is whether I Squared launches a counter-proposal.
This transaction has no shortage of intriguing developments. Last month, MBK mysteriously converted its VLNs. Now TPG has entered into an SPA with Mobile to sell its 15.46% stake.

IF I Squared were to make a counter-proposal, I doubt it would secure the necessary regulatory approvals. Evidently TPG is not waiting around to find out.


CK Hutchison Holdings Limited holds all of the non-property businesses of the Cheung Kong Group and the Hutchison Group, including ports and related services, telecommunications, retail, infrastructure, energy, and movable assets leasing operations.

<ul>
<li>The irony is that <a href="https://www.smartkarma.com/entities/ck-hutchison-holdings-ltd" target="_blank" data-smartkarma-citation="entities:132:1" rel="noopener">CKH (1 HK)</a>'s Panama-port sale was probably prompted, at least in part, by a desire to get out of a situation which was becoming increasingly political. </li>
<li>Instead, it has thrust the company right into the heart of it. And the share price has now given up all of its initial gains. And then some. </li>
<li>After Panama’s Attorney General recently determined CK Hutchison's concessions were unconstitutional, the Comptroller-General has now announced that an audit had found “many breaches” of the concession.</li>
</ul>


The irony is that CKH (1 HK)'s Panama-port sale was probably prompted, at least in part, by a desire to get out of a situation which was becoming increasingly political. 
Instead, it has thrust the company right into the heart of it. And the share price has now given up all of its initial gains. And then some. 
After Panama’s Attorney General recently determined CK Hutchison's concessions were unconstitutional, the Comptroller-General has now announced that an audit had found “many breaches” of the concession.


HK Type 4 license through Ballingal Investment Advisors Ltd. 

I'm a highly experienced sell-side analyst with in excess of 22 years of covering Asia Pacific equities, the past 19 years immersed in event strategies encompassing M&A risk arbitrage, directional long/short, stub trades and restructuring.  

My background also includes accountancy (liquidation/bankruptcy/receivership) earlier in my career and as a chief financial officer of a global commodity company based in the US and Mexico.

David Blennerhassett
Pan-Asia Catalysts/Events
• Quiddity Advisors

James Hardie (JHX AU)/Azek (AZEK US) Merger: Risky, Expensive, And Poor Governance

On balance, this isn’t inherently a "bad" deal,; but risky and expensive. Yet, JHX is down a massive 23% on the news. I think JHX has probably...

David Blennerhassett

Goldlion Holdings (533 HK): 9th May Vote On Tsang Family's Offer

This looks done. Yes: given net cash and IP - it is being done too cheap. It is what it is. If small illiquid arbs are your bent, I'd pay up to...

David Blennerhassett

Gold Road (GOR AU)'s U-Turn On Gruyere's Underground Mine Estimates

Trading ~2.8% adrift of the NBIO terms.There's probably limited fallout from retracting the underground mine figures. I still expect Gold Fields to...

David Blennerhassett

HKBN (1310 HK): TPG Cashes In Early

This voluntary Offer has no shortage of intriguing developments. Last month, MBK mysteriously converted its VLNs. Now TPG has entered into an SPA...

David Blennerhassett

CK Hutch (1 HK): Back To Square One

The irony is that CK Hutch's Panama-port sale was probably prompted, at least in part, by a desire to get out of a situation which was becoming...

David Blennerhassett