Second letter to NBI Industrial Finance

Metrica today sent a second letter to the chairman of NBI: https://nbi-shareholders.com/2020/09/21/second-letter-to-nbi-board/ ... more

LINE must postpone the squeeze-out EGM

Mr. LEE Hae-Jin Chairman of the Board LINE Corporation JR Shinjuku Miraina Tower 23F 4-1-6 Shinjuku Shinjuku-ku Tokyo 160-0022 Japan

Dear Mr. Lee,

Metrica Partners Pte. Ltd. (“Metrica”) is the manager of, and adviser to multiple funds that own shares in LINE Corp. (“LINE”).

We refer to yesterday’s announcement by LINE, showing that a majority of independent shareholders joined Metrica in refusing to tender their shares into the Joint Tender Offer by SoftBank and NAVER. ... more

Singapore fund manager says Line tender offer price is too low

Bloomberg featured our views on the squeeze-out of LINE Corp shareholders (with no shareholder vote) by SoftBank Group and NAVER Corp.: ... more

Metrica Partners will not tender into the LINE Joint Tender Offer and urges other shareholders to consider following

Metrica Partners Pte. Ltd. (“Metrica”) is the manager of, and adviser to multiple funds (the “Metrica funds”) that own shares in LINE Corp. (“LINE”, Securities Code: 3938). LINE is currently the subject of a tender offer (“the Joint Tender Offer”) by SoftBank Corp. (“SoftBank”, Securities Code: 9434) and NAVER Corporation (‘NAVER”, Securities Code: 035420), which is to be followed by a business integration with Z Holdings (Securities Code: 4689) (the “Business Integration”).

Metrica will not be tendering the shares held by the Metrica Funds into the Joint Tender Offer, and furthermore, it intends to dissent to the subsequent Share Consolidation and exercise its appraisal rights:

• Metrica considers that the procedures leading up to the LINE Board’s decision to recommend the Joint Tender Offer fall short of the required standard of fairness.
  • The Special Committee has not demonstrated a sufficient degree of independence from the transaction.
  • One of the acquirers ultimately ends up with much higher value from the Business Integration than the price offered to minority shareholders of LINE. The excess value is a tangential benefit deriving more from financial engineering rather than from synergies related to the Business Integration, in Metrica’s view.
  • The other acquirer is a major client of the financial advisor, which may affect the perceived independence of its valuation of the target company.
  • The deal is missing a minimum acceptance condition, depriving shareholders of an important opportunity to exercise their rights.
• Metrica believes that the Joint Tender Offer price of JPY 5,380 is inadequate.
  • It represents a very low premium when compared with historical precedents.
  • It is below the mid-point of the financial advisor’s DCF valuation, which does not incorporate any projected synergies.
  • The valuation has not been updated to reflect the pandemic’s favourable impact on LINE’s business, nor the substantial increase in comparable company valuation multiples.
  • The joint acquirers are privatising the company just before the point at which it turns profitable on an operating basis, according to management’s own forecasts.

Metrica’s reasoning behind the above conclusions is as follows: ... more

Engagement update

We have two situations which are public. The first is NBI Industrial Finance in India, a company which owns shares of a major listed cement company worth almost five times its market cap and which carries on almost no other business.

This month, we sent an open letter to the board which we also released to the press and uploaded to a dedicated website (link).

The letter was structured as a list of questions, in line with our policy of first seeking explanations for corporate behaviour before making our own suggestions.

In the first instance, we are asking: ... more

Metrica Partners sends letter to board of NBI Industrial Finance

https://www.businesswire.com/news/home/20200719005001/en/Metrica-Partners-Sends-Letter-Board-NBI-Industrial

• Requesting explanation for zero dividend payout despite extremely strong balance sheet
• Asking why company persists with a structure that causes double taxation for shareholders
• Seeking to understand purpose of listing with almost 95% of assets in Shree Cement shares

SINGAPORE–(BUSINESS WIRE)–Metrica Partners Pte. Ltd. (“Metrica”) manages investment funds that are among the largest minority shareholders of NBI Industrial Finance Co. Ltd. (“NBI”, NSE: NBIFIN, Bloomberg: NBI IN). ... more

Deal activity still resilient in Asia-Pacific

Recent headlines such as “With M&A Hit, Wall Street Bankers Keep Busy With Stock Sales” (Bloomberg, 28 May), “Bankers fear sustained M&A slump: ‘It’s impossible without face-to-face meetings’” (Financial News, 8 June) and “Pandemic fears grip M&A as deal making slumps to 23-year low in Europe” (MarketWatch, 30 June) suggest a very depressed market for corporate transactions this year.

However, the numbers in Asia-Pacific tell a different story: ... more

Metrica Partners AUM reaches a new high

Metrica Partners is pleased to announce that assets under management have today risen to a record high, equivalent to more than thirteen times the level at which Metrica started three years ago. ... more

June update: which market has the fastest growth in new deals?

Transaction volumes continue to trend at high levels across the region. The chart below shows deal announcements this year (annualised) compared with the average since 2006:

One market stands out in particular: ... more

Current trends in Asia-Pacific M&A

The figure below shows the cancellation / completion ratio of Asia-Pacific deals going back twenty years. The chart shows how this year has been a huge outlier, with the ratio moving well above two times, compared with a historical range rarely exceeding one. In other words, in 2020, more than two deals have been cancelled for every deal that has completed. This indicates the scale of the disruption in the M&A space this year.

What does this imply for M&A investment returns for the rest of the year? We think they will be strongly positive for the following reasons: ... more