Category Archives: Opportunities

Special Situation: 3U Holding – Sale of WeClapp Subsidiary with Net cash proceeds > market cap

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Disclaimer: This is not investment advice. Never trust any anonymous dudes on the internet. DO YOUR OWN RESEARCH !!!

Background:

Readers of my blog know that I like Special situations where a company,  that has been flying under the radar,  (unexpectedly) sells an asset that is worth potentially more than the market cap of the whole company. In these cases, it often takes some time until the market fully realizes what has happened.

Sapec was a good example, Exmar is a recent case that is still ongoing.

3U Holding – Weclapp

3U logo

The current case is a small cap from Germany called 3U Holding. 3U was IPOed in the bubble days of the Dot.com boom in 1999. Other than many of its peers, its core communication business was quite solid. They sold their Communication business in 2007 and since then acted like  mixture of Holding company and Family Office for the founders who own ~34% and effectively control the company.

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Special Situation EXMAR NV (BE0003808251) – “Time to Tango ?”

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Disclaimer: This is not investment Advice. Never trust any anonymous dude on the internet. DO YOUR OWN RESEARCH!!!

IMPORTANT UPDATE: Due to a formula error, I double counted the Net cash in the SOP calculation. Kindly check out the updated numbers ! Fair value is now ~14 EUR per share compared to 17 EUR. Still attractive but a little bit less then initially thought.

 

Background:

Due to time restrictions, I am not so active in special situations anymore, as the “return on time invested” is often not so great. However if a Special Situation basically “jumps at me”, I won’t say no. In this case some starts aligned: Two people I respect a lot (M. and C.) both independently mentioned this sitation.

In addition, I have a certain weakness for Belgian special situations since my SAPEC investment some years ago and at first sight, a lot of aspects “clicked” with what I am looking for in a special situation.

Just as a reminder for newer readers (and myself): A special situation in my definition is an investment where I am looking at shorter time horizons and where there are some kind of catalysts that could help to realize a significant undervaluation of a security. I have different requirements for special situations, for instance, the long term quality of the business or the management are less important.

The company:

Exmar Logo

Exmar NV is a Belgian holding company that comprises a couple of maritime activities. The major activities are LPG shipping, the operation of “maritime infrastructure” and other activities, among them interestingly a travel agency and a Yachting service.

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My 21 (+6) Investments for 2021

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Following an annual tradition once a year I’ll try to review my current portfolio by writing short summaries/update for each individual position. This year, only 11 of the 20 companies from last year are still in the portfolio and I have 16 new positions which is a (Covid-19 driven) record in turnover. 6 of the 27 shares are part of a “basket trade” on a recovery in tourism.

The summaries of the previous years can be found here:

My 20 investments for 2020
My 22(+1) Investments for 2019
My 21 investments for 2018
My 27 investments for 2017
My 27 investments for 2016
My 28 investments for 2015
My 24 investments for 2014
My 22 investments for 2013

1. TFF Group (7,2%)

tff1
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Siemens Energy AG Spin-OFF – ANother Interesting Member of the “Ugly duckling Spin-off Family” ?

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Disclaimer: This is not investment advice !!! PLEASE DO YOUR OWN RESEARCH.

At first a big “health warning”: My track record with Spin-offs is awful although I dedicated significant efforts into this area. Over the last years, I missed out on several good ones (Uniper, Trisura, Osram) and I unfortunately invested in a few bad ones (Cars.com, Metro). My best spin-off investment so far was Italgas.

Siemens Spin-off history

Siemens itself is an interesting case, as under (soon to be former) CEO Joe Kaeser, and even before, they are one of the few German companies that use spin-offs more or less frequently. Over the years, Siemens has spun off for instance Quimonda (bankrupt), Infineon (has recovered quite well), Osram (taken over by AMS) and Siemens-Gamesa (very volatile but strong performance lately). Overall I would say that on average the Siemens Spin-offs did very well despite being mostly “ugly ducks” at the time of spinning off. Siemens Healthineers in comparison was not an ugly duck (despite the stupid name) and that’s why they actually IPOed it.

Siemens Energy AG Spin-off

This is the latest spin-off from Siemens, spun-off on September 28th with a first price of around 22 EUR, a lot lower than initially expected. As we can see in the chart, the shares dropped at first but now recovered to the initial level in line with Siemens AG and the DAX:

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Travel stocks revisited – building up a watch list

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My long term readers know that I did a lot of research on travel stocks in the past, however with little result other than a only slightly profitable investment into Expedia.

With the current situation, I decided to have a quick look at the travel sector again.

Up until now, the tourism industry has been seen as a secular growth industry, mainly due to 2 mega trends: Emerging market middle class tourists and older, more wealthy first world tourists were driving tourist numbers and subsectors such as cruises or AirBnB rooms. Just last year, “overtourism” became a major trend in social media, I guess this problem will not be a big issue in 2020.

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Special situation update: Innogy, Osram, PNE AG, AGROB & Comdirect

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Innogy Tendered Shares

A quick update on this “cheap option play”:  To a small extent this has developed better than I intitially thought as I had mentioned in the comments. My initial expectation would have been a small loss. However, E.On now has increaesd the price for the tendered Innogy shares voluntarily to 37.59 EUR which, inclding the dividend of 1,40 will lead to a small profit (before taxes and cost) . However the ultimate upside, if there is a lawsuit, will be smaller as the E.On shares dropped to 9 EUR and the theoretical value of the tendered shares is now 4.371*9= 39,34 EUR.

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Special situation Quickie: Axel Springer voluntary tender offer EUR 63/share

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A few weeks ago, PE big weight KKR had announced to make a voluntary tender offer for German publisher Axel Springer at EUR 63 per share.

It is an interesting case as the offer is targeting only a minority stake. The threshold for the offer is set at only 20%.

The background seems to be that the biggest shareholder, Friede Springer and the CEO Döpfner, who own together ~45% want to make sure that they control the company together with KKR as they have entered into a shareholder agreement.

Looking at the stock price we can see that the offer has been made at a significant premium (~40%) but still below 2018 prices:

springer

There seem to have been other attempts to make sure that Friede and Döpfner control the company but they didn’t succeed.

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Special situation quickie: Osram take-over at EUR 35 /share

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This will be a very short one:

Bain Capital and Carlyle want to take over Osram at 35 EUR per share. The offer is friendly as Managment and Supervisory board have agreed to the takeover.

The offer runs until beginning of September and minimum acceptance level is 70%.

There is no detailed offer document out now yet.

Nevertheless I established a 2,5% position at ~33.1 EUR, providing a 5,7% potential return.

Major risk is in my opinion politics (loss of jobs), chances to the upside could come form activists pushing for a higher price. In the meantime there could be clearly hick-ups (not reaching the 70% because of activist involvement) but Bain and Carlyle are pros.

The buyers are top tier PEs who execute this kind of offers well and have the money.

For those investors who remember: I looked at the Osram spin-off 6 years ago, but then failed to buy the stock because my limit was a few cents too low. So I know the company relatively well. This doesn’t of course guarantee any success ……

Metro take over – quick assesment

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After reading “Merger Masters” I decided to practice my new found knowledge a little bit and apply it to Metro. My long time readers know that I bought Metro as a spin-off and exited with a pretty painful loss.

The Czech billionaire Daniel Kretinsky, who became Metro shareholder a year ago, made a voluntary offer of 16 EUR per Metro common share and 13,80 EUR per pref share. Little is known how Kretinsky actually became a bilionaire, as he is now only 45 years old. Maybe it helped that he married the daughter of another Czech billionaire, Petr Keller. Some call him a Czech “oligarch”. Up until now, he mostly invested in the energy space, most notably buying coal assets in Germany.

 

Metro Management has already rejected the offer as too low, so the deal is clearly a “hostile” one.

From the Merger Masters book, I use the initial checklist to quickly assess the opportunity:

  1. What is the srpead ? What is the annualized return ?
    –> 0%, stock price trades at offer price at the time of writingm the pref share even above the offer price
  2. What are the regulatory issues/hurdles
    –> Most likely no big hurdles. Acquirer is not active in this industryy
  3. What are the conditions of the agreement
    –> unlcear. Unspecified “Minimum acceptance” level
  4. What is the strategic rational of the deal
    –> unclear. Buyer has no experience in retail. Most likely “opportunistic” and/or real estate driven
  5. What is the downside if the deal breaks ?
    –> – 10 to -15% (my estimate)

So based on this first assesment, the situation doesn’t look very interesting. For a hostile deal one should expect some sort of premium which doesn’t exist. The major issue is clearly that there is little information about the acquirer and his motives.

On the other side, the market seems to expect clearly a higher bid, otherwise the current price makes no sense. However I cannot think of any other bidder for Metro but maybe I am wrong.

So my assesment here is clear: At this price the risk/return profile for Metro is not worth it and I’ll pass.

P.S.: Does any reader know how the current legal situation is for German Prefs ? WIll an acquirer need to pay the same price as for the common shares

 

 

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