Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

L'Occitane International S.A. is a global, natural and organic ingredient based cosmetics and well-being products enterprise.  The Company designs, manufactures and markets a wide range of cosmetics and well-being products based on natural and organic ingredients sourced principally from or near Provence.

<ul>
<li>After nearly six years of conjecture, rumour - plus the key shareholder (holding 72.63% of shares out) contemplating a takeover - we finally have an <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0429/2024042905713.pdf" target="_blank" rel="noopener">Offer</a> for <a href="https://www.smartkarma.com/entities/l-occitane-international-sa" target="_blank" data-smartkarma-citation="entities:6772:1" rel="noopener">L'Occitane (973 HK)</a>.</li>
<li>The price? $34/share, a 30.77% premium to undisturbed, and a figure a shade below the  HK$35/share flagged by Reuters last August deemed "<a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0811/2023081101558.pdf" target="_blank" rel="noopener">false and without basis</a>". The price is final. 
</li>
<li>This takeover is a Voluntary General Offer. The key condition is securing 90% of disinterested shareholders holding 27.36%. 9.6% of that number have provided irrevocable undertakings or letters of support.  </li>
</ul>


After nearly six years of conjecture, rumour - plus the key shareholder (holding 72.63% of shares out) contemplating a takeover - we finally have an Offer for L'Occitane (973 HK).
The price? $34/share, a 30.77% premium to undisturbed, and a figure a shade below the  HK$35/share flagged by Reuters last August deemed "false and without basis". The price is final. 

This takeover is a Voluntary General Offer. The key condition is securing 90% of disinterested shareholders holding 27.36%. 9.6% of that number have provided irrevocable undertakings or letters of support.  


L'Occitane (973 HK): Geiger's $34/Share Offer

Pacific Smiles Group Limited owns and operates dental centers. The Company's centers provide preventative care, diagnosis and treatment for patients with a broad range of dental care requirements.

<ul>
<li>On the 18th December 2023, <a href="https://www.smartkarma.com/entities/pacific-smiles-group-ltd" target="_blank" data-smartkarma-citation="entities:2891:1" rel="noopener">Pacific Smiles (PSQ AU)</a>, an operator of dental centers, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02754994-2A1494957" target="_blank" rel="noopener">announced and rejected</a> a A$1.40/share non-binding proposal from Genesis Capital. Genesis subsequently increased its stake to 19.90%.</li>
<li>Genesis then bumped its NBIO to A$1.75/share on the 19 March and was granted due diligence on a non-exclusive basis. PSQ said it would support the revised terms if firmed. </li>
<li>
PSQ has now entered a Scheme with National Dental Care at A$1.90/share. The Offer also requires FIRB signing-off. But the proposal is a non-starter if Genesis rejects terms. </li>
</ul>


On the 18th December 2023, Pacific Smiles (PSQ AU), an operator of dental centers, announced and rejected a A$1.40/share non-binding proposal from Genesis Capital. Genesis subsequently increased its stake to 19.90%.
Genesis then bumped its NBIO to A$1.75/share on the 19 March and was granted due diligence on a non-exclusive basis. PSQ said it would support the revised terms if firmed. 

PSQ has now entered a Scheme with National Dental Care at A$1.90/share. The Offer also requires FIRB signing-off. But the proposal is a non-starter if Genesis rejects terms. 


Pacific Smiles (PSQ AU): A Brace Of Offers

CSR Limited manufactures and supplies buildings products. The Company's products include plasterboard, insulation, glass, fibre cement, bricks and rooftiles used in residential and commercial construction.

<ul>
<li>After pitching an indicative Offer to <a href="https://www.smartkarma.com/entities/csr-ltd" target="_blank" data-smartkarma-citation="entities:17380:1" rel="noopener">CSR (CSR AU)</a> shareholders of A$9/share by way of a Scheme on the <a href="https://www.saint-gobain.com/sites/saint-gobain.com/files/media/document/20240221_CSR_VA.pdf" target="_blank" rel="noopener">21st Feb</a>, <a href="https://www.smartkarma.com/entities/cie-de-saint-gobain" target="_blank" data-smartkarma-citation="entities:21547:1" rel="noopener">Saint-Gobain (SGO FP)</a> firmed terms on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02777351-2A1507472" target="_blank" rel="noopener">26th Feb</a>.  </li>
<li>$9.00 is a knockout Offer. The business combination has been unanimously approved by the boards of both companies. Conditions include CSR's shareholder approval and FIRB signing off. </li>
<li>The Scheme Booklet is now <a href="https://announcements.asx.com.au/asxpdf/20240426/pdf/062x9p8g3s3cxn.pdf" target="_blank" rel="noopener">out</a>, with a Scheme Meeting to be held on the 13th June. Expected implementation on the 9 July. IE says fair &amp; reasonable. </li>
</ul>


After pitching an indicative Offer to CSR (CSR AU) shareholders of A$9/share by way of a Scheme on the 21st Feb, Saint-Gobain (SGO FP) firmed terms on the 26th Feb.  
$9.00 is a knockout Offer. The business combination has been unanimously approved by the boards of both companies. Conditions include CSR's shareholder approval and FIRB signing off. 
The Scheme Booklet is now out, with a Scheme Meeting to be held on the 13th June. Expected implementation on the 9 July. IE says fair &amp; reasonable. 


Keisei Electric Railway Co / Event-Driven

Keisei Electric Railway Co., Ltd. provides passenger rail and bus transportation services in the Metropolitan Tokyo and Chiba prefecture areas.  The Company operates department and supermarket stores, hotels, travel agents, movie theater and restaurants, and sells, leases, and maintains real estate.  Keisei Electric is a shareholder of Oriental Land Co., Ltd. which operates Tokyo Disneyland.

<ul>
<li>The CSRC has announced five capital market cooperation measures for the Hong Kong Southbound Connect programs including  RMB dual counters and REITs. </li>
<li>
<a href="https://www.smartkarma.com/entities/jardine-cycle-carriage-ltd" target="_blank" data-smartkarma-citation="entities:347:1" rel="noopener">Jardine Cycle &amp; Carriage (JCNC SP)</a>'s current implied stub value and simple ratio are both highly elevated.</li>
<li>A simple <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a>model says "this doesn't present me with enough upside to warrant it unless I am also really bullish <a href="https://www.smartkarma.com/entities/oriental-land-co-ltd" target="_blank" data-smartkarma-citation="entities:13517:1" rel="noopener">Oriental Land (4661 JP)</a>."</li>
</ul>


The CSRC has announced five capital market cooperation measures for the Hong Kong Southbound Connect programs including  RMB dual counters and REITs. 

Jardine Cycle &amp; Carriage (JCNC SP)'s current implied stub value and simple ratio are both highly elevated.
A simple Keisei Electric Railway Co (9009 JP)model says "this doesn't present me with enough upside to warrant it unless I am also really bullish Oriental Land (4661 JP)."


Last Week in Event SPACE: HK Southbound, Jardine Cycle, Keisei/Oriental Land, BHP/Anglo American

BHP Group Ltd operates as an international resources company. The Company offers mineral exploration and production, including coal, iron ore, gold, titanium, ferroalloys, nickel, and copper concentrate, as well as petroleum exploration, production, and refining. BHP Group serves customers worldwide.

<ul>
<li>Tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>One new deals was discussed on Smartkarma this week, being <a href="https://www.smartkarma.com/entities/mimasu-semiconductor-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:5531:1" rel="noopener">Mimasu Semiconductor Industry (8155 JP)</a>'s Tender Offer. There's also <a href="https://www.smartkarma.com/entities/bhp-group-ltd" target="_blank" data-smartkarma-citation="entities:147:1" rel="noopener">BHP Group (BHP AU)</a>'s unsolicited Offer for <a href="https://www.smartkarma.com/entities/anglo-american-plc-04f6cda9-c726-4c33-8544-c5046bc74b29" target="_blank" data-smartkarma-citation="entities:28603:1" rel="noopener">Anglo American (NGLOY US)</a>.</li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/tietto-minerals-ltd" target="_blank" data-smartkarma-citation="entities:28006:1" rel="noopener">Tietto Minerals Ltd (TIE AU)</a>, <a href="https://www.smartkarma.com/entities/csr-ltd" target="_blank" data-smartkarma-citation="entities:17380:1" rel="noopener">CSR Ltd (CSR AU)</a>, <a href="https://www.smartkarma.com/entities/cpmc-holdings-ltd" target="_blank" data-smartkarma-citation="entities:10427:1" rel="noopener">CPMC Holdings (906 HK)</a>, <a href="https://www.smartkarma.com/entities/roland-dg-corp" target="_blank" data-smartkarma-citation="entities:10653:1" rel="noopener">Roland DG Corp (6789 JP)</a>, and <a href="https://www.smartkarma.com/entities/iclick-interactive-asia-group-limited" target="_blank" data-smartkarma-citation="entities:27314:1" rel="noopener">iClick Interactive Asia Group (ICLK US)</a>.</li>
</ul>


Tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
One new deals was discussed on Smartkarma this week, being Mimasu Semiconductor Industry (8155 JP)'s Tender Offer. There's also BHP Group (BHP AU)'s unsolicited Offer for Anglo American (NGLOY US).
Key updates took place on: Tietto Minerals Ltd (TIE AU), CSR Ltd (CSR AU), CPMC Holdings (906 HK), Roland DG Corp (6789 JP), and iClick Interactive Asia Group (ICLK US).


(Mostly) Asia-Pac M&A: Mimasu Semi, Tietto Minerals, CSR, CPMC, Roland DG, IClick Interactive

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

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