Categories Archivespublic

08-Mar-16: Panta Event Note (Syngenta, Burberry, London Stock Exchange) standard

– Syngenta AG (SYNN VX): Chemchina has published its Syngenta offer prospectus one week ahead of the 16-Mar-16 deadline (6 weeks after 03-Feb-16 offer announcement). The recommended offer is to run from 23-Mar-16 till 23-May-16, subject to one or multiple 40 trading days offer extensions to obtain all regulatory approvals.  Chemchina intends to align Swiss and US offers timelines. Deal is expected to conclude by end of year. Termination fee of $1.5bn by Syngenta to ChemChina & reverse termination fee by ChemChina to Syngenta of $3bn. Conditional on minimum 67% Syngenta shareholder tendering, antitrust approvals (with Regulatory Material Adverse Effect limit set at $2.68bn (or 20% of Syngenta’s total revenues)), CFIUS approval (with Regulatory Material Adverse Effect limit set at $1.54bn (or about 45% of Syngenta’s US revenues)). Full financing secured, however possible that all ...

Continue Reading

04-Mar-16: Panta Event Note (BBA Aviation, Darty plc, London Stock Exchange) standard

– BBA Aviation (BBA LN): Betaville reports that PSP Investments, one of Canada’s largest pension investment managers, with $112 billion of assets under management, is in the early stages of examining a purchase of BBA Aviation, citing ‘good sources’. PSP has been talking to potential partners in recent weeks about forming a consortium to buy BBA Aviation. Any deal is likely to value BBA – which provides refuelling and ground handling services to aircraft at airports across the world – at well over £2 billion vs BBA’s market capitalisation at £1.95 billion (at GBp 189 share price). Betaville’s rumours come just after BBA completed its $2bn acquisition of Landmark Aviation in Feb-16 and after it reported slightly better FY15 numbers this week. Although we take Betaville’s ...

Continue Reading

21-Feb-16: Home Retail Group plc: Steinhoff counter standard

Late on Friday, Steinhoff International Holdings NV, a South-African furniture and retail company, announced it put forward a £1.75  cash per share proposal to the Board of Home Retail Group plc. The Steinhoff proposal would be subject to certain pre-conditions, which can be waived, including satisfactory completion of due diligence, and is subject to a 5 pm 18 March 2016 PUSU deadline. This statement comes literally just before Sainsbury’s own next Tuesday 23 February 2016 PUSU deadline by which Sainsbury’s was expected to release its own 2.7 announcement, a recommended cash and shares offer, currently worth Gbp 166.5 (based on Sainsbury’s Gbp 261 share price), or less than 5% below Steinhoff’s all cash proposal price (or about 6% below for the stub if comparing Sainsbury’s Gbp 138.7 offer for ...

Continue Reading

19-Feb-16: Panta Event Note (Wincor Nixdorf/Diebold) standard

– Wincor Nixdorf AG (WIN GY): Diebold received HSR early termination for Wincor Nixdorf acquisition: HSR clearance removes a major risk to transaction as there was a chance that regulators could have serious issues with very concentrated US market where main difficulty would lie in finding a solution with regulators as there are no real credible buyers for Wincor’s US business (NCR as market leader cannot get more market share, and PE might be less interested as it is understood that Wincor’s US business which is mainly geared to tier 1 clients is under-invested and loss making). However with HSR clearance obtained and German dividend tax confusion sorted (no dividend tax on cash portion of consideration), and deal closing now mainly driven by the numerous ...

Continue Reading

18-Feb-16: Panta Event Note (Rexam, Darty/Fnac, Syngenta) standard

– Rexam plc (REX LN): Encouraging  FY15 published numbers for what is supposed to be Rexam’s last set of (public) numbers, with total revenues having risen from £3,832m to £3,925m (consensus £3,919m) and underlying EBIT having fallen only from £418m to £404m (consensus £409.5m), and underlying EPS of continuing businesses increasing from 37.2p to 39.1p (consensus 37.9p). Confirmation of additional dividend of Gbp 11.9 on top of offer consideration, with ex-dividend date set for 08-Apr-16. Company also confirms that anticipated completion of the Ball deal is towards the end of the first half of 2016. Although these numbers largely confirm (slightly 1-2% improving) 15-20% break downside to around Gbp 500 levels (please contact us at research@pantacapital.com for more detailed downside analysis), this should be largely non-event, with ...

Continue Reading

17-Feb-16: Panta Event Note (Rexam, Terex/Konecranes, Syngenta, TNT Express) standard

– Rexam plc (REX LN): Drinks can makers Ball Corp and Rexam Plc are said to have begun the process of selling assets, potentially worth more than $3 billion, to meet antitrust regulations ahead of their planned merger, several people familiar with the matter said. These reports follow earlier Feb-16 reports that three private equity firms (Apollo, CVC, and Blackstone) and Ardagh have emerged as the leading bidders for the Ball/Rexam asset divestitures in Europe, for a rumoured purchase price of GBP 1bn. A $3bn global sale number would indeed be (slightly) better disposal price, indicating purchase price of 7-8x EBITDA (rather than the GBP 1bn for European assets which amounted to only 6-6.5x EBITDA). Looks like (global) sale process is progressing, and deal still very much on ...

Continue Reading

11-Feb-16: Meda AB (MEDAA SS): Mylan strikes again – Offer thoughts standard

MEDA AB (MEDAA SS): NEW RECOMMENDED DEAL / MERGER ARBITRAGE:  Following an unsuccessful attempt from Mylan to buy Meda for SEK 145 in April 2014, Meda board have now unanimously recommended Mylan’s offer of SEK165 for 80% in cash and 20% in Mylan shares (subject to a collar), in addition to Meda’s 2015 dividend of SEK 2.5 per  share. The offer represents a premium of 92% vs Meda’s SEK 86 10-Feb-16 closing price and a 9% premium to the 52-week high of SEK 152. Deal is conditional on 90% Meda shareholder acceptances (waivable), approval from relevant competition authorities (most likely EC, US HSR, China MOFCOM, Turkish Rekabet Kurumu and Russia FAS approval), but not subject to any financing conditions, nor approval by Mylan shareholders. Irrevocables from 30% ...

Continue Reading

10-Feb-16: Opera Software (OPERA NO): Chinese consortium bid – Offer thoughts standard

Opera Software ASA (OPERA NO):  Following a strategic review that was publicly announced on 7 August 2015, Opera Software confirmed a recommended voluntary cash offer of NOK 71 cash per share from Golden Brick Silk Road Equity Investment Fund LLP, a Shenzhen based fund that owns Chinese internet companies like Qihoo and Kunlun. Although cash offer represents a 53% premium to last 05 February close, offer only represents meagre 2% premium to SEK 69 price on 4 August 2015, last trading day before company announced launch of a strategic review. Tender offer is conditional on a) AGM approval of one consortium member Beijing Kunlun Tech Co of its participation in the consortium (which should be relatively straightforward as Kunlun is understood to bemajority controlled by Yahui Zhou, the spokesman behind the Consortium’s ...

Continue Reading

08-Feb-15: Panta Event Note (Rexam, Syngenta, Home Retail Group, Xchanging) standard

– Rexam plc (REX LN): Sunday Times reported that three private equity firms (Apollo, CVC, and Blackstone) and Ardagh have emerged as the leading bidders for the Ball/Rexam asset divestitures in Europe. This article follows earlier reports that  Apollo, Madison Dearborn, CanPack, and Crown were expressing an interest for the assets in Brazil. So currently, it appears that only Apollo is looking for a global deal. With respect to European assets, article cites a £1 billion purchase price for the assets in Europe: assuming the required European assets generate about $1.5-1.7bn in revenues (assuming about 15% EBITDA margin), a £1bn price would imply an EV/EBITDA of 6-6.5x, which appears at the low end of (7-10x) price expectations. Nevertheless, we believe deal is progressing very much (and ...

Continue Reading

03-Feb-16: Syngenta AG: Chemchina deal announced – Offer thoughts standard

– Syngenta AG (SYNN VX): Concurrent with largely in-line FY15 numbers (slightly missing on top line, but slightly beating on EBITDA), Syngenta announced a recommended all cash transaction from Chemchina: ChemChina has offered to acquire SYNN for $465 cash  + CHF16 dividends or (pre-tax) headline price of about CHF489.8 (or about 4% higher than publicly rumoured CHF 470 take out price),  with Syngenta’s board  unanimously recommending the transaction. Deal is to be structured as both a Swiss and US tender offer, with the Swiss prospectus to be published within 6 weeks. Deal is expected to close by late 2016. ChemChina plans to delist Syngenta if it receives sufficient acceptances. As we had believed since November (and reiterated multiple times in last couple of ...

Continue Reading

02-Feb-15: Panta Event Note (Home Retail Group; Kuoni Reisen Holding; TNT Express) standard

– Home Retail Group plc (HOME LN): Companies announce that they have reached terms of possible £1.1bn cash and offer for Home Retail Group comprising 55p in cash and 0.321 shares per HRG. In addition, HRG will receive 25p from the Homebase capital return and 2.8p in lieu of final dividend. HRG board says it is willing to recommend possible offer subject to reciprocal due diligence and reaching agreement on other terms. Sainsbury expects deal to be accretive to earnings in first year and synergies of at least £120m/ year after year 3 of deal completion. PUSU deadline being extended by 3 weeks till 23 February. Firm deal most likely to be structured as UK Scheme conditional on 75% Home Retail shareholder approval (we ...

Continue Reading

01-Feb-16: Panta Event Note (Home Retail Group, Kuoni Reisen Holding) standard

– Home Retail Group plc (HOME LN): Largely positive UK weekend press highlighting that i) talks are still very much progressing (Daily Mail stated that the two sides were locked in talks yesterday) and ii) that bid-ask might have been reduced to Gbp 150-160/165 (with largest Home Retail’s shareholders Schroders and Toscafund are said to have pushed Home Retail into negotiating with Sainsbury’s, with Schroders believed to be willing to accept 165p). Although break risk will be the highest in the next 2 days (ahead of tomorrow’s 5pm deadline), we still believe (and have been consistently stating) that companies agree to GBp 160-170 cash and shares offer (or at least agree to an extension – which would equally be highly positive) given a) ...

Continue Reading

This is a unique website which will require a more modern browser to work!

Please upgrade today!