$$$ KPO and CZM $$$: merger
Showing posts with label merger. Show all posts
Showing posts with label merger. Show all posts

Wednesday, July 3, 2019

Combination of Ascott REIT and Ascendas Hospitality Trust

People are sort of expecting this to happen but this was simply too sudden! Given that the Ascendas-Singbridge acquisition just completed a few days ago?! Anyway, I am not sure why they are calling it a combination instead of a merger but I guess it is because they already owned it?

What is Happening?



Ascott REIT shareholders:
Nothing to get too excited about.

Ascendas Hospitality Trust shareholders:
Ascott REIT will be buying over your shares! This will comes in the form of $0.0543 cash/dividends + 0.7942 of new Ascott REIT-BT shares. Value unlocked? It really depends on how one looks at it.

Let's look back at one of our posts where I blogged about the open letter by Quarz Capital in our Portfolio - April 2019 and decided to buy more Ascott REIT.


As you can see, the offer is pretty similar to what Quarz Capital proposed - a mixture of cash (lesser) and Ascott REIT share (more) offer at a 5-10% premium to book value. In my opinion, the offer is quite fair and it does unlock the value for Ascendas Hospitality Trust. The next question will be is this better for Ascott REIT and/or Ascendas Hospitality Trust shareholder?

NAV and DPU


During such event (acquisition/merger), they will always market that it is good for the shareholders but it is not always the case e.g. Another Bad Deal - Merger of OUE Commercial REIT & OUE Hospitality Trust. One glance on the presentation slides or newspaper article will reveal that DPU will improve for both Ascott REIT and Ascendas Hospitality Trust shareholders.

Based on the closing price on 2nd July before the announcement

With more assets and "better" branding, it should be expected/normal for the new entity to trade at higher PB. Unfortunately, the dividend yield actually decreases for Ascendas Hospitality Trust shareholders. The dividend yield increases for Ascott REIT shareholders. On a side note, the pro forma NAV should have been $1.21, decrease by $0.01 including all the fees/costs but I found it amusing that they only stated that in the fine print and marketed it as DPU accretion, NAV neutral. lol.

Arbitrage Opportunity


Based on the latest closing price of both shares on 3rd July 2019, buying Ascendas Hospitality Trust still provides an estimated 2.96% return (before fees/commissions and higher return if annualized). Technically, both prices should be "supported" by this combination - Ascott REIT ~$1.30 and Ascendas Hospitality Trust ~$1.08. So whenever Ascott REIT price is > $1.30 or Ascendas Hospitality Trust price is < $1.08 are buying opportunities...

Having said that, nothing is stopping Trump from pulling any stunt that will lead to the whole market turning red again. In addition, with both stock prices at an all-time high, the chances of them falling is definitely much higher.

Indicative Timeline


Simply buying Ascendas Hospitality Trust when it is below $1.08. What's the risk? If you look at the indicative timeline, you will know that it is not happening immediately and has to be voted by the shareholders during the October 2019 EGM. There is a possibility of it not happening. Imagine market sentiment turns weak and Ascott REIT price falls to $1.10 (back in December 2018). The combination/merger will be an immediate loss for Ascendas Hospitality Trust shareholders!

Odd Lots


If you are wondering if there is any way NOT to end up with odd lots, the answer is going to disappoint you. You will almost definitely end up with odd lots but you can definitely try to end up with the least odd lots. A realistic example - if you have 3000 Ascendas Hospitality Trust shares now, you can buy 400 more shares so that you will be given 2700 Ascott REIT shares. This will only make sense if you have no minimum commission. Otherwise, you will be better off with odd lots.

I would have preferred more cash to be paid out vs getting new Ascott REIT shares at $1.30. Oh well, we are sitting on decent profits for both stocks so not going to complain further. So will you buy or bye?



You can find the spreadsheet here:
- Combination of Ascott REIT and Ascendas Hospitality Trust Calculator

You can refer to the official announcements here:
- Ascott REIT Announcements
- Presentation Slides

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Tuesday, April 9, 2019

Another Bad Deal - Merger of OUE Commercial REIT & OUE Hospitality Trust

An announcement was recently made on the merger of OUE Commercial REIT and OUE Hospitality Trust. I took a look and realized how the merger is a bad deal for both the existing shareholders. In addition, this happened after the OUE Commercial REIT rights issue less than a year ago - OUE Commercial REIT Rights Issue - Very Very Very Bad Deal which meant a double blow for OUE Commercial REIT shareholders.


OUE Hospitality Trust shareholders will be receiving $0.04075 cash + 1.3583 new OUE Commercial REIT shares for every existing OUE Hospitality Trust share. Let's look at the numbers to see why I deemed it as a bad deal.

OUE Hospitality Trust (Before Merger)

Numbers from OUE Hospitality Trust 2018 Annual Report
Last Close: $0.735
NAV: $0.75
PB: 0.980
DPU: 0.0499
Dividend Yield: 6.79%

OUE Commercial REIT (Before Merger)


Last Close: $0.52
NAV: $0.71
PB: 0.732
DPU: 0.0348
Dividend Yield: 6.69%

After Merger

Pro Forma DPU
Pro Forma NAV
Pro Forma Aggregate Leverage
You can see that the pro forma numbers are based on the issue price of $0.57 per new OUE Commercial REIT share.

Issue Price: $0.57
NAV: $0.62
PB: 0.919
DPU: 0.0348
Dividend Yield: 6.11%

What this means for OUE Hospitality Trust shareholders:
- The "buyout" is at below book value/NAV
- You got diluted/the dividend yield drops for the "same" investment

What this means for OUE Commercial REIT shareholders:
- You got diluted big time as the NAV decreases by ~12.7%
- The pro forma DPU shows an increase of 0.0341 to 0.0348 but 0.0341 is not the actual DPU for FY 2018. Unable to determine if it is truly yield accretive as stated
- Increase in gearing/leverage
- Potential decrease in price because OUE Commercial REIT has almost never traded near book value/NAV. Using the pro forma NAV of $0.62 and assuming it trades around 0.8 PB (giving it a little premium due to larger and more diversified assets base), the share price will be around $0.496


Having said that, if you think otherwise and believe that the price of OUE Commercial REIT will increase after the merger. Then there exists an opportunity for you to arbitrage by buying OUE Hospitality Trust share. You can use this spreadsheet for your analysis - Merger of OUE Commercial REIT & OUE Hospitality Trust

We will be staying away. Hope this short analysis will help all the current/future shareholders!

Do like any of the following for the latest update/post!
1. FB Page - KPO and CZM
2. Twitter - KPO and CZM
3. Click here to subscribe using email :)
4. Instagram - KPO_and_CZM (Did you see those delicious food photos to the right --> Unfortunately, you can't see it on mobile.)