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21-Dec-15: Panta Event Note (BG Group; ITV; Ten Cate; Syngenta; Tessenderlo Chemie) standard

– BG Group (BG/ LN): Couple of developments in last 3 days: 1) extremely weak BG share price close on Friday in the closing auction (most likely driven by accelerated Capital Group and other UK institutional selling); 2) Telegraph reporting that BG’s 10th largest shareholder Capital Group (with about 2% stake in BG worth about £600m) has been selling £100m worth of BG shares last week (of importance as Capital Group is Shell’s 2nd largest shareholder with 4% stake); and 3) most importantly that Shell is rushing through with its process  and will be publishing the Scheme prospectus tomorrow and organising the crucial Shell and BG shareholder votes on 27 and 28 January 2016 (with deal then expected to close by mid-Feb-16). Although Shell could ...

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17-Dec-15: Panta Event Note (Ten Cate; TNT Express; Tessenderlo Chemie) standard

– Ten Cate (KTC NA): Gilde announces that about 60.55% of Ten Cate’s outstanding shares were tendered – Gilde now has 3 days to announce whether the offer will be extended or terminated (according to Dutch take over law, bidder can only extend an offer period once by minimum 2 and maximum 10 weeks). The acceptance level is touch lower than we had anticipated. Given that Gilde didn’t immediately decide to pull and walk away from the deal (although that could be interpreted as both telling and procedural) and fact that there is limited downside for them to merely extend, deal is not completely dead yet (also witnessed by very muted stock response this morning), and could still get salvaged by limited bump. – TNT Express ...

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Picanol/Tessenderlo Chemie ‘merger’: Luc Tack coup standard

This morning Tessenderlo Group (TESB BB) and Picanol Group (PIC BB), two Belgian industrial companies,  announced their plans to combine the industrial activities of both companies into one larger industrial group, Picanol Tessenderlo Group NV. The deal involves the transfer of the current industrial activities of Picanol into Tessenderlo. Deal basically transfers all of Picanol’s industrial activities to Tessenderlo Chemie, where Picanol would in return would end up owning about 57% of  New Tessenderlo Chemie (and given Luc Tack who is both Picanol’s and Tessenderlo’s CEO and about 90% shareholder in Picanol, his intentions are not aligned with Tessenderlo’s minority shareholders and has convinced the ”independent’ Tessenderlo board to give him majority control based  on  what we consider flawed ‘independent’  DCF valuations for ...

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16-Dec-15: Panta Event Note (Telecom Italia; Ten Cate; BG Group; Deal breaks) standard

– Telecom Italia (TIT IM/TITR IM): After Telecom Italia shareholders narrowly rejected the 05-Nov-15 proposal to convert the savings shares into ordinary shares (62.5% of those in attendance voted in favour vs 66.67% required), TI chairman said this morning that a future proposed share conversion is definitely not off the table, saying that “Vivendi is not against the conversion in principle” and “the conversion is not a matter of if, but when”. We believe the recent blow up between TI’s 2 share classes (savers trading again about 19-20% discount to ords representing current spread of about EUR 0.21) represents an opportunistic timing to set the spread up again given a) TI Chairman’s comments that new conversion plan will be put forward in the undefined future (most likely ahead ...

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14-Dec-15: Panta Event Note (BG Group) standard

– BG Group plc (BG/ LN): Shell announced it got unconditional MOFCOM clearance. It also released a separate statement confirming the previously upgraded $3.5bn synergy number but highlighting that it expects an overall potential reduction of approx 2,800 roles globally across the combined group, in addition to the previously announced plans to reduce Shell’s headcount and contractor positions by 7,500 globally. Although MOFCOM clearance was very well signalled (as highlighted by  the limited 85bps spread tightening today – not fully offsetting Friday afternoon’s significant widening), the unconditional nature of the quicker than anticipated clearance was slightly surprising. Nevertheless, all and the only focus now lies in the upcoming Shell shareholder vote (offer documentation to be published latest by 11 January 2016 and most likely shareholder votes ...

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10-Dec-15: Panta Event Note (Syngenta; Xchanging; Rexam; Wincor Nixdorf) standard

– Syngenta (SYNN VX): Benzinga, a US financial media website, reported that according to a source familiar with the matter Chemchina is said to be considering an all-cash offer for Syngenta that may be announced by Friday and expected to be CHF44bn (which translates in about CHF 475-480 per share), trumping a $42 billion buyout offer ChemChina reportedly made for Syngenta in mid-November. HSBC is one bank working on the deal, the source added. Although we somehow question the quality of this media platform/’one sourced article’, some of the contents of the article has some credibility as it stacks up with the Bloomberg November reports with respect to timing (agreement within weeks), consideration (all cash), price (limited bump required). Would cut half the ...

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09-Dec-15: Panta Event Note (Syngenta; Ten Cate; Wincor Nixdorf) standard

– Syngenta (SYNN VX): WSJ reports that Dow Chemical and DuPont are in advanced talks over a potential $120bn merger. A deal is expected to be announced tomorrow and would be a merger of equals, followed by a break up of the combined group into three separate businesses housing the companies’ agricultural, materials and material sciences and specialty-products businesses. If true (and it looks increasingly so), this will put the entire rest of the agrichemical industry in huge flux, and will make it increasingly hard for Syngenta to be left alone (at the altar): it would increase the rationale for other players like Monsanto or the Chinese to step up and try again to acquire Syngenta. Dow-DuPont tie up also removes risk that Syngenta could ...

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08-Dec-15: Panta Event Note (Bouygues/Orange/BG Group) standard

– Bouygues (EN FP)/ Orange SA (ORA FP): Bloomberg reported last night that Orange SA is in early discussions about buying French conglomerate Bouygues SA’s telecommunications and media assets. In a later FT article, Orange told that it “refuses to comment on press rumours that have artificially driven the market for the past two years,” and noting that out of the French telecom players it is “one with the least need for consolidation.“ After Altice’s failed attempt to buy Bouygues Telecom for EUR 10n in June this year (Bouygues rejected the offer as too much execution/antitrust risk and being opportunistic (as Bouygues thought and thinks it could generate EBITDA margins of 25% by 2017 vs just below 20% in 2015), it looks now Orange has identified ...

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07-Dec-15: Panta Event Note (BG Group/Ten Cate/Electrolux) standard

Ten Cate NV (KTC NA): Gilde and Ten Cate jointly removed 2 items from today’s EGM, highlighting that item 4 (Conditional discharge members of the Executive Board) and item 5 (Conditional discharge members of the Supervisory Board) should not operate as a condition to the Offer. The granting of full release and full and final discharge to the members of the Boards, by simple majority of today’s voting stock, was in fact a condition (see condition 3.9 in offer document) to the offer. Waiver looks like small procedural thing and highlights some of the flaws with respect to the management’s fiduciary duties and Gilde’s offer background (according to Dutch press, another PE group HAL Investments also had shown interest in Ten Cate, but got ...

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03-Dec-15: Panta Event Note (BG Group/Fagron/Deutsche Wohnen) standard

– BG Group plc (BG/ LN): In a press release this morning, Shell confirmed it got the Australian Foreign Investment Review Board (FIRB) approval. Shell CEO, Ben van Beurden, says “We remain on track to complete the deal in early 2016.”. FIRB approval was granted and never any real gating item after ACCC already cleared the deal in November. Slightly surprised to see spread behaving so well despite crude prices collapsing yesterday. Would cut small portion of existing position at GBp 80 levels, awaiting further crude price evolution over next 1-2 weeks. – Fagron NV (FAGR BB): Belgian disaster stock story continued with stock having now almost halved to EUR 8 price levels since Friday – after it has become evident that a large equity ...

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30-Nov-15: Panta Event Note (Rexam/ Fagron/ BG Group/ SABMiller) standard

– Rexam plc (REX LN): In a company press release announcing the public offering of about €1.5 billion in senior notes for the Rexam acquisition, Ball announced that ‘Ball continues to work with regulators to obtain the regulatory clearances required to close the acquisition, and at the present time, the aggregate global divestitures under discussion have estimated aggregate annual revenue in the range of $2.5 billion, using 2014 foreign currency translation rates and 2014 aluminum input prices. Ball currently expects to complete the proposed acquisition of Rexam during the first half of 2016, subject to regulatory approvals by the FTC and EC. Ball is also in discussions with various parties regarding the purchase of the assets under discussion to be divested. These discussions ...

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26-Nov-15: Panta Event Note (BG Group/ Rexam plc/Ten Cate NV) standard

– BG Group plc (BG/ LN): Further commotion coming out of Brazil’s huge corruption case involving Petrobras (BG’s operator of its oil fields in Brazil) –  Andre Esteves, CEO of BTG Pactual, the sixth largest Brazilian bank, was arrested as part of the wide corruption probe on suspicion he and the leader of the government coalition in the Senate, Delcidio Amaral, allegedly tried to interfere in testimony related to a pay-to-play scheme at the state-run oil giant, Petrobras, according to a court document. Although Brazil and Petrobras will continue to attract further political and corruption headlines, this should not affect BG or the BG/ Shell deal given all fraud and allegations stem from Petrobras’ relationships with its (sub)contractors (and not related to the ...

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