SCOMNET selected information. Current price of SCOMNET: RM 58 mil. @ 24 sen per share. NOSH*: 243 mil. Net Profit T4Q: RM 2.5 mil. Book Value: RM 0.18. (including 20% of SMP) *NOSH=Number of Shares.
ASSET Information. Name of asset to be injected: SUPERCOMAL MEDICAL PRODUCTS S/B. (SMP) Business Nature: Manufacturer of cables for medical devices. Price: RM 80 mil. (80% portion, 20% already owned by SCOMNET). Payment: To be paid in hybrid, RM 4 mil cash, RM 76 mil in SCOMNET newly issued shares, 400 mil new shares at RM 0.19. Net Profit: FY2015, RM 16.82 mil. (Not in announcement document) FY2016, RM 16.22 mil. 6MFY2017, RM 8.71 mil, Annualized FY2017: RM 17.42 mil. Valuation for SMP acquisition: PER 6.17x, based on RM 100/16.22. SMP price of RM 100 mil for 100% of SMP.
This information was not provided in the announcement proposal. However, it can be found somewhere else. Net Asset of SMP: RM 55.997 mil. Therefore, SMP is acquired at 1.79x book value. By this measure, SMP is not cheap, but using its PER method, it looked super cheap.
ACTUAL addition to SCOMNET's book will be, RM 55.997 x 80% = RM 44.798 mil. TOTAL SCOMNET's book value after this exercise: RM 43.644 + 44.798 = RM 88.442 mil. Since the price acquired for 80% is RM 80 mil, while the real book value of SMP is RM 44.798 mil, the difference will be recognize as Goodwill, which is going to be circa RM 35.2 mil.
VALUATION. i. Earnings method. Since SCOMNET itself has meager profit and mostly are equity-accounted from its 20% stake in SMP, we are going to value SCOMNET based on the same valuation it utilize to acqure the remaining 80% of SMP at 6x PER. Therefore, SCOMNET value at 6x PER = RM 16.22 x 6 = RM 97.32 mil. On per share basis is RM (97.32 / 243) mil = RM 0.40 = 40 sen. From today opening price of 24 sen, this valuation method sees 66% higher SCOMNET value.
ii. Book value method. Since we know that SMP total net asset is only RM 55.997 mil and SCOMNET net asset after acquiring SMP is going to be RM 88.442 mil. We are going to value the company optimistically at 1x Book value. Therefore, Net asset per share will be RM (88.442 / 243) mil = RM 0.364 = 36.4 sen. From today opening price of 24 sen, this valuation method sees 50% higher SCOMNET value.
DILUTION. After issuance of new shares to the related parties due to the structure of this deal, there will be substantial dilution to the factor of 2.65x less than current holding, should we decide to invest. 400,000,000 new shares will issued for a value of RM 76 mil to 6 individuals. Total NOSH will be 643,000,000. Example: Before exercise. 10000 shares bought now, means you own 4.11%. Calc: ( = 10000 x 243000) % After exercise. 10000 shares bought now, means you own 1.55%. Calc: ( = 10000 x 643000) %
And, our valuation above will also be affected due to enlarged NOSH as per following. i. Valuation - Earnings method. SCOMNET revised value = RM (97.32 / 643) mil = RM 0.15 = 15 sen. ii. Valuation - Book value method. SCOMNET revised value = RM (88.442 / 643) mil = RM 0.138 = 13.8 sen.
MAJOR RISK. a. The exercise is OFF. b. Valuation revision to a lower valuation. c. Shareholding dilution.
CONCLUSION. So, should we decide to invest in this company, we should be aware that; a. We know that SCOMNET's value after SMP's 80% acquisition should be in the range of RM 88-97 mil based on 2 valuation methods. b. BEFORE the acquisition, market MAY bring the value of SCOMNET share closer to the valuation. HOWEVER, there's no guarantee that market's valuation and ours are inline. c. The price per share of SCOMNET will be diluted as per enlarged NOSH once the exercise is completed, estimated to be in fourth quarter of 2017.
SO, do you see its value higher upon completion of this exercise?
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
huiyi
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Posted by huiyi > 2017-10-19 15:44 | Report Abuse
acquisition is still long way to materialize. Buying with price now (>30c) is paying high premium/ gambling with others.