Special Situations Tracker - 020723 - Others

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Alternative and Quantitative Research

Fortnightly Tracker
India Equity Research 4 July 2, 2023 quant@emkayglobal.com
Special Situations
June 2023
Refer to important disclosures at the end of this report
Emkay Researchisisalso
Emkay Research alsoavailable
availableon on www.emkayglobal.com
www.emkayglobal.com and Bloomberg
and Bloomberg EMKAY<GO>.
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research report distributed
2, 2023 |to
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Institutional Investors,
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Securities and Futures Act, Chapter 289 of Singapore.
Special Situation: Opportunities
 TATA Steel – TATA Steel Long Products Merger:

 BUY TATA Steel Long Products shares at 677 and SELL TATA Steel Futures at 112.5
 The spread for the merger is 11.3%. The company has guided Mar 2024 as the merger completion period. Shareholders of TATA
Steel & TATA Steel Long Products have approved the merger on 27 June’23
 Roll basis for TATA Steel stands at 62bps; this would imply net spread of 16.9%, considering rollover until March 2024.
 OI for TATASTEEL was 255.45mn (shares) when the deal was announced; it now stands at 224.24mn – decrease of 12%. The 52-
week high OI at 323.2mn shares was seen on July 12, 2022. TATA Steel’s price increased by 7.4% since the merger date (23-Sep-
2022), and the price of TATA Steel Long Products has increased by 2.5% over the same period
11.30% Roll Cost Merger Completion Timeline

(Bps) Mar-24 Apr-24 May-24 Jun-24
62 16.9% 17.5% 18.1% 18.7%
52 16.0% 16.5% 17.0% 17.5%
42 15.1% 15.5% 15.9% 16.3%
TATASTLLP Px Chg Spread Movement

TATASTEEL Px Chg -15.00% -10.00% -5.00% 0.00% 5.00% 10.00% 15.00%
-15% -6.66% -11.84% -16.48% -20.66% -24.44% -27.87% -31.01%
-10% -1.17% -6.66% -11.57% -15.99% -19.99% -23.63% -26.95%
-5% 4.32% -1.47% -6.66% -11.32% -15.55% -19.39% -22.89%
0% 9.82% 3.71% -1.74% -6.66% -11.10% -15.14% -18.83%
5% 15.31% 8.90% 3.17% -1.99% -6.66% -10.90% -14.77%
10% 20.80% 14.09% 8.08% 2.68% -2.21% -6.66% -10.72%
15% 26.29% 12.99% 7.34% 2.23% -2.41% -6.66%
Source Emkay Alternative and Quantitative Research
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or research analyses may only be distributed to Institutional Investors, Expert Investors or Accredited Investors as defined in the Securities and Futures Act, Chapter 289 of Singapore.
 Unichem Labs – Open Offer:

 Purchase shares at CMP (Rs374.6) & Tender at Rs440 in the offer period (Likely in mid-July’23)
 The premium over the offer price stands at 17.5% (CMP: Rs374.6; Offer Price: Rs440).
 The open offer is a result of IPCA Labs acquiring 33.4% stake in Unichem Labs – Hence as per SEBI’s regulations an open offer
has been triggered for purchase of additional 26% from the shareholders of Unichem Labs.
 Minimum acceptance is 53%, expected acceptance shall be more than 66% - considering 80% of the public shareholders tender
 Last week, traded volumes were 1.02x the monthly average (81.4K vs. 79.8K), with the stock increasing by 1.21%. The stock has
decreased by 4% since the PA Date (April 25, 2023); it stock rose by 0.63% on the day of announcement.
 Below a scenario analysis, with increasing acceptances and post-offer price (exit prices).
Post Offer Acceptance Ratio

price (Rs) 55.00% 60.00% 65.00% 70.00% 75.00%
380 5.49% 6.26% 7.02% 7.79% 8.56%
390 6.64% 7.28% 7.92% 8.56% 9.20%
400 7.79% 8.30% 8.81% 9.32% 9.83%
410 8.94% 9.32% 9.71% 10.09% 10.47%
420 10.09% 10.34% 10.60% 10.86% 11.11%
430 11.24% 11.37% 11.49% 11.62% 11.75%
440 12.39% 12.39% 12.39% 12.39% 12.39%
450 13.54% 13.41% 13.28% 13.15% 13.03%
 TCNSBRANDS – Open Offer:

 Purchase shares at CMP (Rs415.5) & Tender at Rs503 in the offer period (Likely in mid-July’23)
 The premium over the offer price stands at 21.1% (CMP: Rs414.9; Offer Price: Rs503).
 Open offer is the result of acquisition by ABFRL which intends to acquire 51% stake in TCNSBRANDS with an open offer of 29%
from public shareholders and the balance acquisition from the promoters of TCNSBRANDS. The open offer is conditional - subject
to a minimum level of acceptance of at least 20.19% acquisition from the promoters of TCNSBRANDS
 With 100% tendering by public shareholders the acceptance ratio (AR) for the offer stands at 42%. Post the acquisition of 51%
stake by ABFRL in TCNSBRANDS, TCNSBRANDS will merge with ABFRL wherein public shareholders of TCNSBRANDS will
receive 11 shares of ABFRL for every 6 shares held
 The breakeven price of ABFRL wherein it would become agnostic to either tender shares in the open offer of TCNSBRANDS or to
acquire ABFRL shares as per the swap ratio in the merger process is INR 227 – which is 6.5% higher than the CMP (212.9)
 Below a scenario analysis, with increasing acceptances and post-offer price (exit prices).
Post AR
Offer 42.00%
400 11.4%
404 12.0%
408 12.5%
412 13.1%
416 13.7%
420 14.3%
424 14.9%
428 15.5%
432 16.0%
436 16.6%
440 17.2%
Source: Emkay Alternative and Quantitative Research
Special Situation: Tracker
 Ongoing Mergers / De-mergers
 Buyback - Tender offer
 Open offer
Ongoing De-Mergers
Expected Price of
Sr. Announcement De-merged Resultant Share Expected Pending
Resultant Entity Update/Risks
No. Date Entity Entity Ratio (x) Completion Approval
(Rs)
Shareholders approval sought on 02
Reliance Jio Financial
1 30-Mar-23 1.1 150 - 180 May 2023. Risk of delay in the de- Sep-23 Shareholders / NCLT/SEBI
Industries Services
merger
Ongoing Mergers
Announcement Acquirer Target in Current Swap Expected Pending
Sr. No. Acquirer Target Spread Update/Risks
Date in F&O F&O Ratio (x) Ratio (x) Completion Approval
Approvals received from
1 4-Apr-22 HDFC Bank HDFC Y Y 1.66 1.68 1.3% PFRDA, CCI, Shareholders, July-23 None
and Exchange, NCLT.
Shareholders’ approval was

TATA
2 29-Mar-22 TATA Coffee Y N 0.29 0.30 4.7% received on November 12, Sep-23 NCLT / RBI
Consumer
2022.
Approvals pending from

Crompton Butterfly
NCLT, Exchanges & NCLT / Exchanges /
3 26-Mar-22 Greaves Gandhimathi Y N 3.93 4.4 12.0% Mar-24
Shareholders – this might Shareholders
Consumer Appliances
delay the merger
JSW Ispat Approvals pending from
NCLT / SEBI /
4 27-May-23 JSW Steel Special Y N 0.045 0.048 6.8% NCLT/SEBI – This might Sep-23
Shareholders
Products delay the merger
Ongoing Mergers
Sr. Announceme Acquirer Target in Current Swap Expected Pending
Acquirer Target Spread Update/ Risks
No. nt Date in F&O F&O Ratio (x) Ratio (x) Completion Approval
Apart from the Board, no Approval was received

TATA Steel other authority has given from the Board &
5 23-Sep-22 TATA Steel Long Y N 6.02 6.7 11.3% any approval yet, as the Mar-24 Shareholders; Other
Products deal was announced only regulatory approvals
recently. pending.
Apart from the Board, no Approval was received

Tinplate other authority has given only from the Board;
6 23-Sep-22 TATA Steel Company of Y N 2.97 3.3 11.3% any approval yet, as the Mar-24 none was received
India deal was announced only from the regulatory
recently. authorities.
Approval was received
Apart from the Board, no
only from the Board;
other authority has given
TATA none was received
7 23-Sep-22 TATA Steel Y N 7.07 7.9 11.7% any approval yet, as the Mar-24
Metaliks from the regulatory
deal was announced only
authorities.
recently.
Approval was received

Apart from the Board, no
only from the Board;
other authority has given
none was received
8 23-Sep-22 TATA Steel TRF Y N 1.52 1.7 11.6% any approval yet, as the Mar-24
from the regulatory
deal was announced only
authorities.
recently.
De - Listing
Announcement Name Acquirer Target in Current Swap Expected Pending
Sr. No. Acquirer Spread Update/Risks
Date (Target) in F&O F&O Ratio (x) Ratio (x) Completion Approval
Approvals pending from RBI / NCLT /
ICICI
1 23-Jun-23 ICICI Bank Y N 0.65 0.67 3.6% RBI, Shareholders, NCLT Sep-24 Exchanges /
Securities
and Exchanges. Shareholders
Buy Back - Open offer

Open Offer
Sr. Amount Total Buy Back Minimum CMP of Offer Open Offer Expected
Acquirer Company Company
No. (Rs bn) (% of Equity) Acceptance Target (Rs) Price (Rs) Premium Completion
(Target)
1 IPCA Labs Unichem labs 8.05 26% 53% 374.6 440 17.5% 21 Jul 2023
2 ABFRL TCNSBRANDS 9.4 29% 42% 415.5 503 21.1% 21 Jul 2023
Lock-in details: Lock-in period ending in the next 15 days
Category I – Promoters’ lock-in: 20% of the fully diluted post-offer equity share capital held by the Promoters is to be locked in for a period of three
years from the date of allotment.
Category II – Pre-offer capital: The entire pre-offer equity share capital will be locked in for a period of at least one year from the date of allotment.
Category III – Anchor lock-in: 50% is to be locked in for 30 days from the date of allotment; the remaining 50% is to be locked in for 90 days from the
date of allotment.
Lock-in opening in the next 15 days:
Issue Price Chg over Un-locking Lock-In

Company Name NSE Listing Date (Rs) CMP (Rs) issue price Lock-In Upto Date Shares (Mn) Lock-in %
Radiant Cash Management Services RADIANTCMS 4-Jan-23 94 92.8 -1.3% 1-Jul-23 3-Jul-23 39.4 37%
Sah Polymers SAH 12-Jan-23 65 100.5 54.6% 8-Jul-23 10-Jul-23 10.4 40%
Avalon Technologies AVALON 18-Apr-23 436 549.9 26.1% 10-Jul-23 11-Jul-23 4.5 7%
IKIO Lighting IKIO 16-Jun-23 285 437.1 53.4% 12-Jul-23 13-Jul-23 3.2 4%
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Alternative and Quantitative Research

Refer to important disclosures at the end of this report

 TATA Steel – TATA Steel Long Products Merger:

11.30% Roll Cost Merger Completion Timeline

TATASTLLP Px Chg Spread Movement

 Unichem Labs – Open Offer:

Post Offer Acceptance Ratio

 TCNSBRANDS – Open Offer:

Shareholders’ approval was

Approvals pending from

Source: Emkay Alternative and Quantitative Research

Apart from the Board, no Approval was received

Apart from the Board, no Approval was received

Approval was received

Source: Emkay Alternative and Quantitative Research

Buy Back - Open offer

Source: Emkay Alternative and Quantitative Research

Lock-in details: Lock-in period ending in the next 15 days

Lock-in opening in the next 15 days:

Issue Price Chg over Un-locking Lock-In

Source: Emkay Alternative and Quantitative Research

ANALYST CERTIFICATION BY EMKAY GLOBAL FINANCIAL SERVICES LIMITED (EGFSL)

COMPANY-SPECIFIC / REGULATORY DISCLOSURES BY EMKAY GLOBAL FINANCIAL SERVICES LIMITED (EGFSL):

Emkay Rating Distribution

Ratings Expected Return within the next 12-18 months.

BUY Over 15%

HOLD Between -5% to 15%

SELL Below -5%

Emkay Global Financial Services Ltd.

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