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 Johnson/Dustin and Symrise/SwedenCare, 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.
The offer remains at SEK 160.
https://otp.tools.investis.com/clients/uk/kingspan1/rns/regulatory-story.aspx?cid=166&newsid=1720923
So, to be clear, SEK 160 is the current offer; and given the following:
“The acceptance period for the Offer is expected to commence on or about 23 November 2023 and expire on or about 1 February 2024”
The expectation is that the offer will be subsequently increased, and if it isn’t, shareholders will still be able to sell at SEK 160 anywhere up until the offer expiration date?
Guidance on this would be much appreciated as if the downside is literally ~1% (+ opportunity cost of capital), it seems like a good bet to be taking.
From one firm’s Web site: “The most common transaction structure in Sweden for a takeover offer, is where the offeror makes an offer to acquire the target company’s shares and the target company’s shareholders are asked to accept the offer on an individual basis.” So assuming that this is the type of offer being made, it would certainly seem so. Though I would also like confirmation from someone more knowledgeable about this sort of thing.
https://cms.law/en/int/expert-guides/cms-expert-guide-to-public-takeovers/sweden#:~:text=Actions%20by%20the%20target%20company,to%20make%20a%20mandatory%20offer.
Does anyone have concerns with regard to approvals?
“Conditions for completion of the Offer
Completion of the Offer is conditional upon the Offer and the acquisition of Nordic Waterproofing receiving all necessary regulatory, governmental or similar clearances, approvals and decisions, including approvals and clearances from competition authorities, in each case on terms which, in Kingspan’s opinion, are acceptable.
According to Kingspan’s assessment, the transaction will require merger approval from the EU Commission.
Kingspan reserves the right to withdraw the Offer in the event that it becomes clear that the above condition is not satisfied or cannot be satisfied. However, the Offer may only be withdrawn where the non-satisfaction of the condition is of material importance to Kingspan’s acquisition of Nordic Waterproofing or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden). Further, Kingspan reserves the right to waive, in whole or in part, the above condition.”
For those more familiar with this, any risk that Kingspan lowers their mandatory offer before the offer period?
They can’t reduce the price, the offer price level is set by the regulator at the level where Kingspan bought their last block of shares
Yeah we need a finance pro or lawyer from Sweden to list all the ways this “mandatory offer” could nonetheless break — just as in any U.S. merger. Regulatory review is the obvious one that has been flagged above. Perhaps the underlying deal docs have a financing clause or a MAE clause or any other typical thing — though I appreciate there is something nifty about this Swedish “mandatory offer” regime.
Or: Anyone got a handy list of the last 20 “mandatory offer” situations in Sweden, for just a pure ex ante “probability of failure”?
The whole point of the mandatory offer rule is that it can’t break, it’s there to protect the minor shareholders. I have never heard of a case where an offer was placed and then retracted. There won’t be any problems with the EU regulatory authorities, we’re not talking MSFT/ATVI, it’s a tiny run-of-the-mill deal. In some cases the Swedish Securities Council may give a major shareholder an exemption from the rule if they happen to go above 30% due to an upcoming rights issue. This is obviously not the case here.
It’s important to note that while mandatory offers are not that uncommon, they are mostly non-events since there usually is no interest to actually take out the company which is reflected in the often non-existent premiums. The opposite of what’s going on here.
The board will make an announcement regarding the valuation, if they say it’s too low I think Kingspan will raise the offer. If there is no raise and the hedge funds that own +16% decides not to sell at 160 SEK, Kingspan will of course have to make a second offer(at a higher price presumably) to take out the company, but since there is no way of knowing how they’ll act the safest option is to accept the offer regardless. In the event that the hedge funds accept 160 SEK but Kingspan does not reach 90%, the stock might very well go back to pre announcement levels.
/Andreas
This is very helpful, thanks, but I’m a little confused by this last comment:
“In the event that the hedge funds accept 160 SEK but Kingspan does not reach 90%, the stock might very well go back to pre announcement levels.”
So in this scenario, Kingspan does not raise its offer, several funds do NOT accept the 160 SEM offer, the takeover thus evidently dies, so the stock drifts back down to pre-announcement levels.
But individual shareholders *who accepted the Kingspan offer* by the deadline are nonetheless cashed out at 160 SEK? Regardless of whether Kingspan reached the 90% squeeze-out level?
“But individual shareholders *who accepted the Kingspan offer* by the deadline are nonetheless cashed out at 160 SEK? Regardless of whether Kingspan reached the 90% squeeze-out level?”
That is correct.
https://www.nordicwaterproofing.com/en/interim-report-january-september-2023/
Earnings non-event, as expected, unless they were terribly good or bad of course.
I just discovered that the offer from Kingspan Group cannot be accepted by US residents as well as a few other countries: “The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or by persons located or resident in any of these jurisdictions.” https://www.nordicwaterproofing.com/en/nordic-waterproofing-informs-on-mandatory-offer-from-kingspan/
While this is unfortunate, I suppose that, if the offer does go higher, then the share price will increase accordingly. The downside protection is not guaranteed, though.
I received my election form from IB. While I’m Australian, I am a Singapore resident so I believe I can accept the offer.
The question is, what is the play here?
If I accept and they subsequently raise the offer will a receive the higher consideration or will I only receive the 160? Should I just “do nothing” – that way if it gets raised I’ll, presumably receive and updated election form? If not, I guess I can do a last minute tender (closer to 29-Jan-2024 expiration) to get out of the position relatively unscathed?
Thanks for the help.
The safest way to play here is just to accept the current 160SEK offer. Andreas, correct me if I’m wrong, but if the tender price is revised at a higher price before the offer expiration, this revised price will apply to all, including the shares already tendered.