Hemfosa – takeover bid

Hemfosa – takeover bid

Updated 21 November 2019:

Sold my shares at 117.4 SEK on the 21 November 2019. The price of SBB AB B-shares was trading at 23.5 SEK, implying a discount of ~6.5 % if I held my shares until the offer had gone through (beginning of January 2020). Even though a bid for one of my companies is welcome in the short-run I believe shareholders of Hemfosa would have been better of as a standalone company.

Why did I choose to sell now?

I have no interest in becoming a shareholder in SBB since I don’t know mcuh about the company, its management or its properties

There is a risk that the deal will not go through (risk inherent in takeovers)

SBB AB is currently trading at a premium of 80% compared to its NAV, while Hemfosa is trading at a premium of 40%

One year ago I purchased my first shares in Hemfosa Fastigheter following the spinoff of Nyfosa. Spinoff-situations are usually a great way for investors to achieve superior returns, and this was one of the reasons why I invested in the company in the first place (read more about spinoff situations here). Since then the shares has returned great value to its shareholders, and with the recent takeover announcement by SBB I have a total return on my holdings of ~100%.

On Friday 15 November Samhällsbyggnadsbolaget i Norden AB (Ticker: SBB) made a public offer on Hemfosa Fastigheter, with a mix between shares in SBB and a cash offer. Hence, the correct price for HEMF will now be a function of SBB’s share price going forward.

Pre-bid, the shares in Hemfosa traded around 102 SEK, and SBB traded around 24 SEK. The bid presented therefore a premium of approximately 22% and priced Hemfosa at 126 SEK. Following the announcement, shares in SBB dropped 8% and therefore lowering the value of the takeover bid (this is normal when a company announces its intent to acquire another company).

Source: Google Finance

The offer

SBB offers each shareholder in Hemfosa the following consideration alternatives. Offer for Hemfosa common shares (the “Common Base Case Consideration”)

  • In respect of 55 percent of the number of Hemfosa common shares tendered by such shareholder: 5.5 SBB Class B common shares per Hemfosa common share, and
  • in respect of the remaining 45 percent of the number of Hemfosa common shares tendered by such shareholder: SEK 120.00 in cash per Hemfosa common share.

The acceptance period will commence on 19 November and end on 20 December. The deal will most likely go through as the board of directors recommend the offer and large shareholders has indicated that they will accept the offer.

What is the correct price of Hemfosa’s shares today?

As mentioned above, the share price going forward will be a function of the share price in SBB. Therefore, the final premium might be higher or lower than the premium at announcement. Shareholders in Hemfosa should therefore closely monitor the share price in SBB. As per close on Friday 16 November the calculation is therefore as follows:

Author’s own calculations

Based on closing prices on Friday the shares in Hemfosa is trading at a discount of ~3.5%

Under the «Mix & Match Facility» presented, the shareholders can choose between a pure cash offer, shares in SBB or to accept a partial cash offer and shares in SBB. The result of this depends on the choices made by other Hemfosa shareholders, as there are limitations set by SBB. If you choose to wait, the announcement will be made on or around 20 December.

If you have less than 50 shares you will receive an all-cash-offer at closing of acquisition.

Should you sell your shares in Hemfosa in the market or accept the offer from SBB?

It depends.

It depends on:

  • whether you are interested in becoming a shareholder in SBB
  • how many shares in Hemfosa you own
  • choices made by other investors under the “Mix & Match Facility”
  • share price development of Hemfosa and SBB in the coming days / weeks.
  • the probability of the deal going through

Should you buy shares in Hemfosa to collect the current discount?

This is called “Risk-Merger Arbitrage”, and it is not recommended for private investors to try to exploit anomalies or mispricing in securities. There are several risk factors you have to consider:

  • The probability of the deal going through
  • Time value of money (time until the deal is completed)
  • Declining share price in SBB (usually a risk-merger arbitrage also includes a short position in the acquiring company).

Disclaimer: I own stocks in Hemfosa Fastigheter.

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