Potential Higher Offer – Upside TBD
SSI member Andreas shared this interesting opportunity to bet on a higher mandatory offer for NWG. Currently, investors are risking only 2 SEK (1% downside) to potentially gain SEK 20+/share (10%+ upside) if the mandatory bid is raised. The company is listed in Stockholm, Sweden, with a US$350m market cap and US$1.7m average daily trading volume. The stock can be purchased through Interactive Brokers and probably other brokers as well.
Nordic Waterproofing is a supplier of waterproofing products for roofs and other construction products and also provides installation services in Northern Europe. Last month, a much larger and more diversified peer Kingspan Group increased its stake in NWG from 24% to 31%, surpassing the 30% Swedish mandatory takeover bid threshold. A mandatory bid to all other NWG shareholders will be placed sometime next week. The price will be SEK 160/share – the level at which Kingspan made the latest share purchases from two Swedish investment houses. That’s a 14% premium to pre-announcement levels. NWG shares trade at SEK 162, reflecting the market’s expectation of a higher bid.
Right after Kingspan announced the upcoming mandatory bid, several reputable event-driven hedge funds, including Samson Rock Capital and TFG Asset Management acquired large stakes in NWG. Samson now owns 5.4% and TFG holds 10.4%. TFG has apparently accumulated its holding through CFDs, which are mostly used to bet on short-term price swings.
These funds are jumping on every mandatory offer with hopes of a higher bid simply due to the protected downside. Samson Rock has a solid track record of acquiring positions in companies where buyers increased their offers. The fund was previously involved in several such cases in Sweden, including Semcon (SEK 149/share >> SEK 157/share), Recipharm (SEK 196/share >> SEK 232/share), and HIQ (SEK 70/share >> SEK 72/share). Meanwhile, one of TFG’s funds, Polygon, through which it acquired part of the stake in NWG, has a history of opposing undervaluing takeover bids, including at Orange Belgium, Masmovil, and Realia. Thus, it seems that there’s an interesting opportunity to make short-term bet alongside much more experienced industry players.
The key question is: What are Kingspan’s true intentions for NWG? Is the buyer interested in a full takeover of the company (this would increase the likelihood of a higher offer), or will the mandatory offer be used only to fulfill regulatory requirements? A number of factors suggest that Kingspan might be after a full buyout of NWG.
- Kingspan is a serial acquirer in the broader insulation and building envelope products space, with a number of acquisitions completed in recent years (>€1bn spent on M&A in 2022).
- Kingspan generally does not simply buy and hold public stakes in smaller companies.
- Since entering the roofing/waterproofing space in 2022 with the acquisitions of Ondura (€550m, Sep’22) and Derbigum (Sep’22), Kingspan has expressed intentions to further expand in the segment through M&A. From its latest annual report:
Early progress has been encouraging. From a roofing technology perspective, we intend to broaden our portfolio of waterproofing, and our geographic presence, through both organic and inorganic routes.
- Just recently, Kingspan tried to acquire another diversified industry player Carlisle Companies (also involved with roofing) in a large merger of equals. However, these attempts were reportedly rebuffed by the target’s management. Just a few days after that, Kingspan raised its stake in NWG, suggesting that the buyer is now rapidly moving to another target.
- The language in Kingspan’s mandatory offer announcement is somewhat different compared to other mandatory offer announcements in Sweden. Usually, a lack of interest in a full takeover is explicitly indicated, whereas Kingspan’s statement (available here) did not have any of this language. For example, contrast this with a similar recent mandatory bid announcement from Axel Johnson to Dustin: “Continue to support the future growth and development of Dustin as a long-term and engaged major shareholder.”
- Another unusual aspect here is that Kingspan’s bid comes at a 14% premium to pre-announcement levels. This differs from the other four mandatory bids made in Sweden this year (Axel Johnson/Dustin, Symrise/Swedencare, Stenhus Fastigheter/Backaheden, Mellby Gård/Duni), where premiums ranged from 0% to a negative 11%.
If Kingspan is indeed interested in a takeover, the current SEK 160/share offer will not be sufficient to persuade the new shareholders/hedge funds and reach the required 90% squeeze-out threshold. The offer would likely need to be raised. The last day to accept Kingspan’s mandatory offer will be several months away, giving the buyer ample time to potentially increase the bid. One more peculiar detail here is that Kingspan has so far taken quite a while to get the mandatory bid ready. According to Swedish rules, after the breach of the 30% threshold, the mandatory bid needs to be launched within 4 weeks. We are now entering into the last week, which is quite rare as the buyers usually make the bids much faster. For example, in several recent cases, including and , the bids were launched in 2-11 days after the threshold breach. An improved offer for NWG is already in preparation.
From a valuation perspective, NWG looks to be quite fairly valued relative to its peers, so any improvement in the offer price is likely to be minimal. NWG now trades at 10.9x TTM EBITDA vs CSL at 11.1x and another Stockholm-listed competitor TREL-B at 10.1x. It’s not a very clean-cut comparison as both of these peers are much more diversified and many times larger. Moreover, a takeover by Kingspan would be highly strategic and likely offer material synergies, allowing the buyer to fold NWG operations into its current European roofing/waterproofing division. There’s also an argument of a control premium, which Kingspan would have to incorporate into its bid in order to fully buy out NWG. I suspect these are among the reasons why Samson and TFG think there’s a case for a higher offer.