Friday, July 28, 2006  

Asia Pacific Breweries: Acquisition Target?

When a major shareholder raises its stake in a subsidiary from “very little” to “just a little more”, few investors would raise eyebrows.
But in this case, we’re talking about Fraser & Neave raising its direct stake in Asia Pacific Breweries. Twice. And Heineken is now also raising its direct stake. And to top it off, the two already own 65.1% of APB through their 50:50-owned Asia Pacific Investment Pte Ltd.
What is going on?!
On July 14, F&N announced it had raised its direct stake in its subsidiary to about 5%, after buying 631,000 shares in the open market for S$6.8 mln.
On July 25 it announced it had raised its stake again. This time it had bought 1,169,024 shares in the open market for S$12.6 mln, giving it a stake of 5.5%.
Enter Heineken. After a query from the SGX and a trading halt today, the Dutch brewing giant announced it had bought 609,890 shares in a series of transactions.
It didn’t disclose the price, but says it now owns 9.53% of APB.
After surging 30% on Thursday (July 27), it dropped 10.6% a day later. The one analyst quoted by Reuters has an outperform call on the stock with a price target of S$11.65.
Other shareholders are Great Eastern Holdings (4.59%) and its parent company OCBC Bank (3.04%).
It could be that both these shareholders are keen on Asia Pacific Breweries because of its prospects. It recently announced expansion plans in India, Vietnam and Laos.
But Fraser & Neave’s repeated statement that it is its intention “that APBL remains a listed company” is rather curious.
It is as though it wants to head off any speculation that F&N is going for a takeover, or a delisting of some sort.
Given the shrinking public float of the stock, one wonders how this can be so.
If you add the 65.1% F&N and Heineken own jointly, to the 15% they own individually, they have already reduced the freefloat to 20%. The minimum allowed freefloat of mainboard-listed stocks is 25%.
So how?
My personal opinion is that there are two possible scenarios:

1. Asia Pacific Breweries is about to issue shares and the two main shareholders want to ensure they retain substantial positions. Given APB’s recent expansion plans, it is not inconceivable that the company wants to raise cash. After all, the total debt to total equity ratio is around 8 times as at the last interim report.

But I think this is the less likely scenario. If the two main shareholders want to retain substantial positions ahead of a cash call, and they’re still friends, why not buy more shares through their 50:50 joint venture? Or take part in the cash call, after it has been announced?

2. APB is about to become the subject of a takeover tussle. The two main shareholders, tied together at one hand through their joint venture, have knives in their other hands with which to fight over the remaining, listed shares.

But I also have doubts about this scenario, too. Why buy the shares piecemeal and raise the attention of the market, and the other shareholder? A swoop on the market may be a better way to go, although with average daily trading volume around 145,000 shares, there may not be enough liquidity to make this happen. Also, an acrymonious takeover battle over the 35% not owned by their joint venture would make their working relationship difficult at best.

Whatever the reason for the recent purchases, one thing is clear. There is something brewing over APB.

Friday, July 21, 2006  

Should SIA take a stake in China Eastern?

Singapore Airlines and China Eastern Airlines confirmed this week that they are in talks for SIA to buy a 20% stake in China Eastern. This would be worth US$130 mln (taking the current market capitalisation of US$652 mln as reported by Reuters as the benchmark) which SIA could afford easily. But given SIA’s chequered history of airline investments shareholders will be asking themselves whether an equity stake is such a good idea.

In December 1999, SIA bought a 49% stake in Virgin Atlantic for GBP 600 mln in cash. It didn’t break out the value of that stake in its most recent earnings announcement on May 9, 2006, but subsidiary companies are valued at Group level at S$1.94 bln and associated companies at S$1.7 bln. These values would include SIA’s stakes in SATS and SIA Engineering, which doesn’t leave a lot of room for the value of Virgin Atlantic. In short, if Virgin was such a good investment they would be trumpeting that at every opportunity.

Then in 2000 it bought 25% of Air New Zealand for northwards of NZ$425 mln, only to have the stake diluted after the government bailed the airline out after Ansett collapsed in 2001. It eventually sold its 4.5% stake for a fraction for what it paid. Whether this was bad investment decisions or just bad luck – SIA for all its value as a premium airline doesn’t exactly have a reputation for making good investments in foreign carriers.

China Eastern Airlines is the result of a merger between China Northwest and Yunnan Airlines, completed in the first half of last year. Its market cap is RMB 13 bln, and it is based in Shanghai. Its earnings history is somewhat cloudy. It reported a loss of RMB 467 mln on revenue of RMB 27 bln last year. By 2007, Tai Fook projects revenue to rise to nearly RMB 38 bln, but losses of almost RMB 300 mln.

Analysts surveyed by Reuters have on average and underperform call on the stock, and expect it on average to halve in value, to RMB 1.35 from the RMB 2.73 currently! No wonder, when it is trading at 3-4 times book value (depending on whether you look at the half or full year numbers) and all the airlines are suffering.

The growth of China’s airline industry cannot be denied. 138 million passengers were carried last year, according to the CAAC China Statistical Yearbook, quoted by Tai Fook Securities. Freight topped three million tonnes. But the same report says China’s airlines aren’t immune from the competitive pressures afflicting other airlines around the world, such as high oil prices. Landing fees are set to rise for the domestic carriers.

Clearly, SIA needs to do something to get a piece of the pie. But shareholders will worry that if it offered a premium to the current price it would be overpaying.

My personal view is that they should go ahead and buy something in China. Whether that's a stake in China Eastern or China Southern or even Air China is irrelevant. What matters is that SIA gets what it pays for, and that it only pays for what it gets.

Friday, July 14, 2006  

MediaRing: On the rebound after losing out on PacNet

MediaRing seems to have gone crazy with little acquisitions, in the same week that its big deal to take over Pacific Internet fell flat. Like a heart-broken lover out to show the world that they’ve moved on and are seeing other people, MediaRing is seemingly trying to show that it didn’t need Pacific Internet after all. You can’t help but think that CEO Khaw Kheng Joo is on the rebound. I just hope for MediaRing’s sake that he doesn’t make the same mistakes jaded lovers often do, and get into bed with the wrong people. Figuratively speaking, of course.
Let’s consider the facts.
MediaRing’s bid for Pacific Internet failed Monday evening New York time, after only 29% of PacNet shares were tendered. MediaRing had made it a condition of its bid that it gets 50%. Even with the 4.8% of PacNet they already owned, they fell way short of that target.
“We are disappointed that we did not receive more tenders from PacNet shareholders for our offer, which we still believe offered exceptional value in an uncertain market,” Khaw was quoted in his press release.
I agree with him. It made a lot of sense for MediaRing and PacNet to join forces, and I also feel for shareholders who publicly called on PacNet to explain their strategy more to allow shareholders to make an informed decision on whether to accept the bid.
But here’s the interesting part in Khaw’s press statement: “We will continue to actively evaluate a variety of M&A opportunities to further expand our business and build value for MediaRing shareholders.”
Well, he wasn’t just actively evaluating a variety of M&A opportunities. He was already ready to pounce!
On Wednesday, he announced the acquisition of Singapore Internet Service Provider NetPlus Communications (has anyone ever heard of them?!?!). According to MediaRing, NetPlus’ revenues totalled US$950,000 and the company has a net worth of US$850,000. Yet MediaRing paid S$9.5 mln for them. How is that “building value for MediaRing shareholders”?!
The fact that the acquisition came so shortly after the PacNet failure begs the question: would they still have bought NetPlus if their acquisition of PacNet had succeeded?
If yes, what does NetPlus have that PacNet doesn’t?
If not, this is clearly going for second-best.
Then today came the announcement of more acquisitions, again phrased as if to say to PacNet directors, “we don’t need you”.
Look at the way the press release is worded: “Following its recent S$9.5 million acquisition of a Singapore Internet Service Provider (“ISP”), NetPlus Communications Pte Ltd, mainboard-listed MediaRing Limited (“MediaRing” or the “Group”) is rolling out its next phase of strategic investments – this time in Africa.
It’s buying a 40% stake in a joint venture with a strategic partner of Global Telecom Group. So, not Global Telecom, but just a partner of Global Telecom. This JV is going to buy an existing voice carrier in Angola. The name of that carrier wasn’t given.
MediaRing wants to expand VoIP services in a continent that’s not exactly saturated with landlines, let alone internet connections, let alone the broadband internet connections need to make VoIP competitive with plain old IDD services.
MediaRing is also going to buy a 40% stake in Vipafone Proprietary Ltd, a company owned by Global Telecom.
It didn’t say what these stakes are actually worth, but at least with a price tag of US$1.5 mln there is less room to overpay than with its S$9.5 mln acquisition of NetPlus.
MediaRing quotes numbers by Gartner Dataquest from August last year which said the total retail telecommunications services for South Africa and the rest of Middle East and Africa was estimated at US$80.9 billion in 2005. Of this, South Africa alone contributed US$9.3 billion.
A break-out for Angola was, regrettably, omitted.
We have tried to interview MediaRing in the past but were turned down, and while I haven’t sought comment from them for this blog, the onus is on the company to explain all this a little further.
There may be good reason to be making all these little itty-bitty acquisitions, seeing that the big fish got away. But I can’t see it. And telling me in meaningless PR speak that “our goal is to become a significant global telecommunications provider and MediaRing is moving strongly ahead with our dual approach of organic growth and strategic M&A to achieve that goal. At the end of the day, we hope to deliver maximum value to our shareholders” wouldn’t make me sleep easier at night, if I was a shareholder of MediaRing.
I wonder what acquisition they’re going to announce on Monday. A takeover of Iceland’s ninth largest telecoms company?

Monday, July 10, 2006  

Noble Group: how risky would an investment in Fortescue be?

Noble Group is getting set to jump on the Fortescue Metals Group bandwagon. It said in a disclosure to the Singapore Exchange earlier today that it is in discussions with Fortescue to buy a 10% stake in the firm for between US$270 mln and US$300 mln.
Noble has the money. At the end of 2005, it had current assets of A$2.6 bln, of which A$686 mln were cash equivalents. The question is whether it should be spending it on an investment in Fortescue Metals Group.
Fortescue was started by mining entrepreneur Andrew Forrest. He is well-known to Australian investors, who watched his spectacular development and his even more spectacular exit from Anaconda’s Murrin-Murrin nickel project in Western Australia. His challenge to BHP Billiton and Rio Tinto that he would become the third force in iron ore in the Pilbara region of remote Northwest Western Australia has already had to overcome significant hurdles, mostly of his own making. There was the famed denial by Chinese clients who said – contrary to claims by the company – they had not signed binding take-off agreements. Those troubles may be behind it in one way, because Fortescue disclosed in March it had sold 81% of its initial planned production. But in another, the troubles have only just begun, with the Australian Securities and Investments Commission saying it is pursuing Forrest and Fortescue for civil penalties worth A$3.6 mln for breach of disclosure obligations. Fortescue is contesting the claim.
Noble is taking a bold step by getting on his bandwagon. The execution risk of the project appears to be fading a little. Off-take contracts are in place and ground has been broken to build the port facilities at Port Hedland to freight the ore to his dozen or so customers. But the project is still a big gamble for its sheer size, and it should be ready in less than two years. Who knows what the commodities markets are going to look like then. I have mining insiders telling me that there is no end in sight yet. But nervous investors might think otherwise.
Quite apart from the project being a gamble, Andrew Forrest is a gamble. I like the guy. I’ve met him on several occasions. I have interviewed him on camera, and I have spoken to him several times on the telephone. While I have no evidence to suggest he is not trustworthy, obviously I cannot vouch for the accuracy of what he says. What is clear, though, is that Andrew Forrest is a larger-than-life character whose personality attracts a great deal of attention. Andrew Forrest is a significant sideshow – or distraction – to the main game. You have to respect a guy who was embroiled in controversy some years ago when Anaconda collapsed, to try something as audacious as challenge the two giant incumbents in Pilbara iron ore at their own game – and taking them to the competition regulator to gain access to their railway line in the process. Despite being knocked back – not least by Treasurer Peter Costello – he is still trying.
What’s important is that Fortescue Metals becomes the main game in the whole saga, not Andrew Forrest. The project has to become larger than Forrest so that Noble ends up buying into the project, not into Forrest.

Monday, July 03, 2006  

Taxi fare hikes could have gone further

ComfortDelGro was right to raise taxi fares today. The superlative rises in oil prices means many drivers have been out of pocket. Effective July 10, flagfall will be up 10 cents to S$2.50 (20 cents to S$2.80 if you ride in a Mercedes), the 10 cent increments are going to tick over faster, and the peak hour surcharge has been doubled to S$2. Saying this isn't going to make me popular, but ComfortDelGro was not only right to raise taxi fares today. Arguably it should have raised them even further.
First, ComfortDelGro hasn't raised prices in 12 years, they say. The price of oil has risen a lot in that time – even just the last three years.
Second, the extra money per fare goes into the pockets of the drivers – not the company. Comfort says taxi rental charges will remain the same, and it made no mention of any reduction in the subsidy Comfort currently pays on diesel fueled at its canopies.
Third, Singapore taxis are still among the best value-for-money, when you consider what you get for your buck in other cities in the region.
I accept that Comfort dominates the market because it controls a large majority of taxis in Singapore. Whatever breathing space this gives its competitors SMART Taxi and SMRT will likely be eroded by grumpy drivers, if those two companies don't also raise their fares.
The only disappointment in this issue is that the company said just last week, when the Straits Times ran a speculative story detailing some of the changes that were announced today, that it doesn’t comment on market speculation of such a sensitive issue. I fail to see how this issue is any less sensitive today than it was three days ago, unless there was a deliberate leak to test the waters before going ahead with the formal announcement today.

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