Posted by simon2020 > 2017-11-19 14:47 | Report Abuse

Extracted & translated from E-Nanyang "As of Friday, the largest shareholder of (HSS) already holds 455,243,006 shares or 55.46% (Ordinary Shares) and 230,3856,349 warrants or 71.64% Warrants). Since the they have not achieved 75% much less 90% for mandatory offer, it pays for the remaining shareholders to wait for their next extension and offer probably announced by 30 November since 1 December is a Public Holiday (2 days before the 2nd closing date on 4 December).

Not only Tael Partners (foreign fund) will be trapped but those Hovid ordinary shareholders who transferred their shares to HSS early will also be trapped (without their shares and cash) and ability to trade on Bursa should the share price increase on the expectations of a revised offer or higher rival bids for the remaining free floating Hovid shares.

Posted by PenguinDad > 2017-11-19 15:23 | Report Abuse

computation error for previous comment.

Posted by PenguinDad > 2017-11-19 15:25 | Report Abuse

HSS

Posted by PenguinDad > 2017-11-19 15:27 | Report Abuse

Even with acquire of all HOVID-WB is only 68%. Is there any ESOS?

Posted by multi530 > 2017-11-20 01:34 | Report Abuse

feel sorry for those who accepted the offer so early. RM0.45 is the price that i willing to sell.

Posted by sitia > 2017-11-20 04:21 | Report Abuse

http://www.theedgemarkets.com/article/hovid-mds-takeover-bid-extended-dec-4

#Hoextended the time to Dec 4th. Not Nov 20th

Posted by kevin5059 > 2017-11-20 11:00 | Report Abuse

Only manage to get 55% and 71% WB. I understand those who hold WB are desperate to sell because the expire date. Good job for all the HOVID sharesholder, 55% still far from their target, let them increase their asking price. On 2nd of December, they might only get 56% cause those who willing to sell already sell, regardless how long they postpone due date, they not going to get what they wanted at 0.38. Together, we can be stronger small sharesholder.

Posted by multi530 > 2017-11-20 11:20 | Report Abuse

Without revision of offer price, any extension is just wasting of time.

Posted by multi530 > 2017-11-20 11:21 | Report Abuse

Those who not accept the offer during the 1st mentioned period will not accept RM0.38 now.

Posted by Rav > 2017-11-20 11:30 | Report Abuse

just got a call from my bank....they said the same thing....they manage to get 55%.....i rejected n told them gud luck hahaha

Posted by sitia > 2017-11-20 11:34 | Report Abuse

55% is far from his reach. Good job everyone!

Posted by PenguinDad > 2017-11-20 13:55 | Report Abuse

I guess everybody know HOVID-WB expiry in June 2018 and total is 322,231,429. The HOVID-WB in fact worth nonething as it get closest the the expiry date. Since the takeover offering RM0.20sen that is a good chance to unload but retents HOVID. HOVID in total is 820,889,000. To reach 75% with all HOVID-WB convert at RM0.18sen the take over need at least 535,109,892 of HOVID. Every 1% is equal to 11mil shares.

Posted by multi530 > 2017-11-20 14:47 | Report Abuse

Rav, do you mind share with us which bank?

Posted by simon2020 > 2017-11-20 18:57 | Report Abuse

Ringgit already strengthened to RM4.145 to 1 USD today, the Offerors may end up paying more if the Privatisation Exercise drags into next year! They may end up penny wise but pound foolish...

One reason why HSS & Tael Partners wants to privatise Hovid, which specialise in production of generic medicines...

KUALA LUMPUR: The increase in Health Ministry’s (MOH) 2018 budget allocation clearly shows the government gives priority to the healthcare needs of the Rakyat.
Health Minister Datuk Seri Dr S.Subramaniam said the ministry’s allocation for 2018 is RM26.58 billion which is 9.5 per cent or 1.7 billion increase compared to what it received in the 2017 budget.
https://www.nst.com.my/news/nation/2017/10/296500/2018-budget-priority-given-rakyats-healthcare-needs

Nearly 60pct medicine at public hospitals, clinics is generic: Health Ministry
https://www.nst.com.my/news/nation/2017/10/297461/nearly-60pct-medicine-public-hospitals-clinics-generic-health-ministry

Posted by simon2020 > 2017-11-20 19:50 | Report Abuse

The Notice of Extension of Offer from CIMB to 4 December already out today!
As of 17 November, according to CIMB, HSS only managed to obtain 55.46% Hovid Ordinary Shares and 71.64% of Warrants. This means HSS only managed to obtain (55.46 + 71.64 = 121.1/ 2 = 63.55% of Shares). Looks like those shareholders and warrant holders who transferred their shares early to HSS is stuck without their shares & cash, if the Privatisation exercise drags on...
http://www.bursamalaysia.com/market/listed-companies/company-announcements/5607201

Posted by PenguinDad > 2017-11-21 08:08 | Report Abuse

HOVID is 820,889,000 shares and HOVID-WB is 322,231,429 warrants.
55.46% of HOVID is 455,265,039 shares
71.64% of HOVID-WB is 230,846,595 warrants.
Conversion is 1 HOVID-WB for 1 HOVID @ RM0.18

Total of HOVID & HOVID-WB is 1,143,120,429
If HSS convert all HOVID-WB held to HOVID and the % is,
((455,265,039+230,846,595)/(820,889,000+230,846,595))*100
(686,116,634/1,051,735,595)*100
=65.24%

Posted by tomwah > 2017-11-21 10:07 | Report Abuse

bye bye hovid im out a boat ,,,olidy

Posted by tomwah > 2017-11-21 10:08 | Report Abuse

good luck every one

Posted by Rav > 2017-11-21 10:44 | Report Abuse

@multi530....Maybank

Posted by multi530 > 2017-11-21 10:46 | Report Abuse

unless cost to convert is low otherwise directly purchase from market is better.

Posted by multi530 > 2017-11-21 10:48 | Report Abuse

PenguinDad, it is better for HSS to purchase shares from open market rather than convert all his warrant, convertion costs is abt RM41.m

Posted by multi530 > 2017-11-21 10:49 | Report Abuse

RM41.6m / Rm 0.364= 113.8m ordinary shares, 13.88%

Posted by multi530 > 2017-11-21 10:50 | Report Abuse

55.46% + 13.88% = 69.34%, cose to winning point

Posted by multi530 > 2017-11-21 12:46 | Report Abuse

Rav, my advisor never call me...maybe i am too small

Posted by kevin5059 > 2017-11-21 13:29 | Report Abuse

Penguindad is right. Assuming that HSS willing to convert all his Warrant into mother share. He is currently holding 65.24%.

My personal view is: it is very unlikely HSS to get 90% in this cases. Even 75% is quite unlikely base on my calculation.

Few facts till date:
HSS is currently holding:
455,265,039 units or 55.46% of HOVID
230,846,595 units or 71.64% of HOVID warrant

Open shares still floated in the market:
365,623,961 units of HOVID
91,384,834 units of HOVID warrant


He has two choices to reach 75%.
1) Purchase another 102,690,062 mother shares from the market or from willing seller at 0.38. We still have 365,623,961 units of shared that not owed by HSS in the market. He still need to secure 28.08%+ from the 365,623,961 units to reach 75%.

2) Buy more warrant since warrant shareholders are more likely to sell to him at 20 sen due to the expiring date. However, we only have 91,384,834 units warrant left in the market (not in HSS's hand). Assume that HSS manage to get 100% of all the warrant in the market and convert every single of them to increase his stack. He only manage to get 68.02%. To get 75%, he still need to top up another 79,843,854 units of mother share, which representing another 21.84% from leftover mother shares in the market.

In short, HSS need to convince at least another quarter (25%) of mother sharesholders who still NOT considering to sell him at 0.38 for him to get 75%. That's the case for 75%, it seem difficult to me unless he is willing to increase the asking price. For those who willing/wanted to sell, already sell. Those who hold will never sell him I guess.

Not accurate but just anatomy, HSS need to ask 1 from every 4 HOVID shareholder to sell him to get 75% now. Likely or not likely? Still, I'm not selling to him at 38sen.

Posted by simon2020 > 2017-11-22 16:21 | Report Abuse

From 1USD = RM4.16 on 19/11, RM has strengthened to 1USD = RM4.116 today (an appreciation of 4.44 sens already)...things don't looks good for HSS & Tael Partners Investment Fund if they have not moved their US denominated funds from overseas.

It's better they announce the revised offer asap to entice more shareholders to sell to them to make this Privatisation exercise successful...

Posted by PenguinDad > 2017-11-22 21:08 | Report Abuse

extend from 4/12 to 7/12.

Posted by PenguinDad > 2017-11-22 21:11 | Report Abuse

We wish to announce that Hovid has received a press notice dated 22 November 2017 from CIMB Investment Bank Berhad, on behalf of the Joint Offerors (“Press Notice”) informing that the Acceptance Condition for the Offer has been revised to the condition that:



The Joint Offerors receive, on or before the Closing Date, acceptances by the Holders of the Offer Shares, which will result in the Joint Offerors holding in aggregate (together with such Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors) more than 75% of the total Shares (“Revised Acceptance Condition”).



Accordingly the Offer has been extended to 5.00 p.m. (Malaysian time) on 7 December 2017 (“Revised Closing Date”). Save for the Revised Acceptance Condition and the Revised Closing Date, all other details and the terms and conditions of the Offer remain unchanged.



The notice of the Revised Acceptance Condition and the Revised Closing Date will be despatched to the Holders accordingly.



In accordance with Paragraph 13.01 of the Rules, the detailed disclosure on the level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on Wednesday, 22 November 2017 is set out in the attached Press Notice.

Posted by PenguinDad > 2017-11-22 21:14 | Report Abuse

https://www.thestar.com.my/business/business-news/2017/11/22/hovid-md-and-tael-lower-acceptance-condition-level-in-takeover-bid/

Posted by Syndicates > 2017-11-22 21:31 | Report Abuse

If ah Ho is going to convert all warrant he's holding, percentage of mother shares he will hold is 66.38%, short of 8.62%.

Posted by simon2020 > 2017-11-22 23:57 | Report Abuse

The date extension to 7 December didn't change anything...
Let HSS's side "showhand" on the 4 or 5 November first and then decide...
* Note: HSS will only pay those who has transferred their shares to HSS, 10 days after the Privatisation offer turns unconditional. I think HSS's offer will only turns unconditional after they achieved at least 75%. For those "Fence Sitters" it pays to wait until the last day on 7 December, before deciding, as there is no advantage to transfer their shares early, only to be trapped without the ability trade their shares on Bursa (no liquidity) in case there is a price increase in the open market from a competing offer or from new developments.

Note:
1. In order to delist Hovid, HSS needs at least 90% of the shares.
2. If HSS really obtained 75% of the shares by 7 December, they still can't apply to delist Hovid automatically. What is means is only Bursa would consider delisting if the public spread is not met. However according to TheEdge, Quote 'According to the latest annual report, Hovid’s shareholding is rather fragmented with each shareholder owning no more than 1.3% stake in the company', what it means is the public spread is rather large and so don't meets Bursa conditions for delisting.
3. What it only means is that those who has transferred their shares to HSS by 7 December, will be paid 38 sens (if the offer price is not revised), 10 days after the Privatisation offer turns unconditional.
4. Those shareholders who has not transferred their shares to HSS can continue to trade on Bursa. Since HSS has paid for the shares at 38 sens each, it is in their interest to protect their capital investment by keeping the share price at a min. of 38 sens or more.
http://www.theedgemarkets.com/article/hovid-mds-takeover-bid-extended-dec-4

p.s Had plenty of experience from MBFH privatisation offer (successful - as they increased the offer price) & Asia Brands privatisation offer (unsuccessful - since they didn't increase the offer price)

Posted by PenguinDad > 2017-11-23 08:10 | Report Abuse

What is the reasonable revised offer price?

Posted by Syndicates > 2017-11-23 08:37 | Report Abuse

as for asia brands case, it's an unconditonal offer. and the offeror mentioned it has intention to maintain the listing of the share, if u are referring to the takeover in 2011. that one wasnt called as privatisation offer. it just merely because the offeror triggered the MGO criteria.

look into the offer document, if the offeror mentioned it has no intention to maintain the listing and has intention to invoke compulsory acquisition, it means that the offeror has intention to privatise it.

any other privatisation case that is failed?

Posted by simon2020 > 2017-11-23 09:47 | Report Abuse

Mbfh is the best example...the privatisation initially failed eventhouth they already have 87% until the offeror increased the offer price. read more at link below:

Quote "Ninian had owned 87% of MBFH when he offered to buy the remaining shares of the firm at RM1.50 each on February 6 this year. "

https://klse.i3investor.com/servlets/stk/ta/1236.jsp

Posted by simon2020 > 2017-11-23 09:49 | Report Abuse

A reasonable offer is given in the example below:
1. If they raise the offer price to 41 sens, the extra 3 sens payable (RM0.03 x 544,085,171) only cost extra RM16.32 million, in USD only USD$3.92 million.
2. If the offer price is 45 sens, the extra 7 sens payable (RM0.07 x 544,085,171) only cost extra RM38.05 million, in USD only USD9.13 million

But don't delay too long with the revised offer, since Malaysia GDP has gone up to 6.2% and crude oil price is increasing, the RM will strengthen further and the Offerors may end up paying more if the Privatisation Exercise drags into next year! They may end up penny wise but pound foolish...

Posted by Czarll > 2017-11-23 09:58 | Report Abuse

Who is going to hold even if delisted ?

Posted by kevin5059 > 2017-11-23 10:04 | Report Abuse

I will still hold if they go delisted. I strongly believe that they going to go list again after 2-3 years after delist. At that time, the premium should be higher and whatever you hold today going to worth more.

The moment when I buy in HOVID, I decide to hold it for more than 4-5 years. So there give me no differeces whether HOVID is listed or delisted.

Posted by simon2020 > 2017-11-23 10:11 | Report Abuse

Actually, if they can't achieve 90% or more they can't delist...if they managed to get 75% only, the offer becomes unconditional and those who has transferred their share to HSS earlier only gets paid 10 day later...

Posted by simon2020 > 2017-11-23 10:14 | Report Abuse

In the meantime those who still has Hovid share can continue to trade...good example is bjland , major shareholder already owns 78.8%, but the shares continue to be traded as meets public spread requirements

Posted by Czarll > 2017-11-23 10:19 | Report Abuse

me too....hahaha

Posted by sitia > 2017-11-23 11:33 | Report Abuse

kevin5059, if you still hold after delist, what kind of benefits you would enjoyed?

Posted by simon2020 > 2017-11-23 12:24 | Report Abuse

Potential Benefits:
1. Dividends when declared
2. Bonus & Rights Issues (according to latest 2017 Annual report, Hovid still has retained earnings of RM70, 395,000, Reserves of RM39,748,000 and Cash & Deposit of RM15,864,000)
3. If all the retained earning & reserves are capitalised as Bonus shares, based on 820.889,000 shares issued, each ordinary share is entitled to RM0.1341 of the Retained Earnings and Reserves!
4. Potential capital appreciation if a big Pharma invest in Hovid etc.

So paying a premium of 6 sens versus a gain of 13.41 sens is simply not fair to minority shareholders !

Posted by kevin5059 > 2017-11-23 13:57 | Report Abuse

simon is right. Imaging after delist, the major share holder actually hold more than 75% of the HOVID shares, if they want to give dividend or bonus, HSS will be the party who gain the most. We small shares holder can enjoy a bit also la on top of that..

The only differences is just i can not sell my share in public market only lo, but I still a HOVID shareholder. Added to the above, I don need that money invested in HOVID for living now ma, so I don care to take the money now but take more later.

Posted by simon2020 > 2017-11-23 14:41 | Report Abuse

To increase the acceptance rate form Hovid shareholders, HSS should consider the following options:

1 USD = RM4.12
e.g.
1. If they raise the offer price to 41 sens, the extra 3 sens payable (RM0.03 x 544,085,171) only cost extra RM16.32 million, in USD only $3.96 million.

3. If the offer price to 45 *sens, (32 Sens based on 5 Days VWAP + 13.41sens - share of retained earnings + reserves) the extra 7 sens payable (RM0.07 x 544,085,171) only cost extra RM38.05 million, in USD only $9,24 million

* Note:
Why the offerors gave a higher premium of 45.02% for Warrants compared to only 20.55% for Ordinary Shares?, why the disparity in premium offered for Warrants & Ordinary Shares?, if they offer the same premium of 45.02% for Ordinary Shares, the offer price should be 45 sens.

Posted by kevin5059 > 2017-11-23 14:56 | Report Abuse

aiya, their intention will not be successful with 0.38 one la. You pay peanut, you get monkeys... Pay more if you want to get king kong. haha

Posted by Wuzy > 2017-11-23 15:31 | Report Abuse

David Ho need 19.54% shares to reach 75%?

Posted by simon2020 > 2017-11-23 17:19 | Report Abuse

Rough ride in Hovid’s privatisation

Quote "The weak response the major shareholders of Hovid Bhd

have received for their offer to privatise the healthcare provider and pharmaceutical company suggests that the offer price of 38 sen per share is too little.

After the first cut-off date on Nov 20, Fajar Astoria Sdn Bhd (FASB), the company proposing to take Hovid private, received an additional 13.16% acceptance and another 8.57% that has not been verified.

In total, it has so far received 55.46% acceptance, way below the 90% acceptance level that FASB seeks to take the company private.

FASB is offering 20 sen for each Hovid warrant and the acceptance so far is 71.64%.

Another issue that makes this privatisation uncertain is the uncertain cut-off level that would make the offer unconditional."
https://www.thestar.com.my/business/business-news/2017/11/22/rough-ride-in-hovid-privatisation/

Posted by sitia > 2017-11-24 10:16 | Report Abuse

Thank you simon2020.

I wish to find out from you, since your accounting on report are tip top,
why do David Ho, want to delist his company?

2. In case you need funds for emergency, how are u going to get your cash back from Hovid after delisting taken place?

3. Company financial performance varies. What if the company is not performing well? What will happened to your funds in Hovid?

Posted by simon2020 > 2017-11-24 11:50 | Report Abuse

Some answer to your questions...
Why HSS want to delist...to maximise his ROI..
Q1. Now since the Manufacturing licence has been reinstated and manufacturing capacity has increased by 200%,, I can only see growth and profitability for Hovid for 2018 and beyond! otherwise Tael Partners would not has identified Hovid's as a growth oriented investment ripe for acquisition camouflaged as "Privatisation Exercise". Once they successfully acquire Hovid at a bargain price, they will sell their shares profitably to the highest bidder or relist again as a new entity in one to 2 years time.
https://edgemarkets.s3-ap-southeast-1.amazonaws.com/pictures/Hovid_Chart_fd_161017_theedgemarkets.jpg

According to CIMB, the Chemor plant extension could raise Hovid’s existing tablet and capsule capacity by 70% (from the original capacity). But this will happen gradually.
The new capacity will translate into stronger earnings growth in future for Hovid when things are falling in place. This may be why Fajar Astoria is keen on pouring in money to take Hovid private — a deal that will cost them about RM243.1 million.
Hovid’s production facilities include the 20-acre (8.09ha) Chemor plant with softgel packing, effervescent dosage and oral solid dosage facilities, while its three-acre Ipoh plant, where its headquarters are in, produces softgel encapsulation, oral liquid, penicillin products and its heritage Ho Yan Hor herbal tea.
Aside from the manufacturing plants, Hovid has a research and development centre in Penang which is dedicated to bioequivalence studies.
With a market capitalisation of RM295 million, which is less than US$85 million, Hovid does appear to be an attractive merger and acquisition (M&A) target for foreign pharmaceutical giants that are looking for capacity expansion in this part of the world.
http://www.theedgemarkets.com/article/hovid-inflection-point

Potential Benefits:
1. Dividends when declared
2. Bonus & Rights Issues (according to latest 2017 Annual report, Hovid still has retained earnings of RM70, 395,000, Reserves of RM39,748,000 and Cash & Deposit of RM15,864,000)
3. If all the retained earning & reserves are capitalised as Bonus shares, based on 820.889,000 shares issued, each ordinary share is entitled to RM0.1341 of the Retained Earnings and Reserves!
4. Potential capital appreciation if a big Pharma invest in Hovid etc.

So paying a premium of 6 sens versus a gain of 13.41 sens is simply not fair to minority shareholders!

Q2. Emergency Funds...wait until 2 days before 7 December before deciding...
The date extension to 7 December didn't change anything...
Let HSS's side "showhand" on the 4 or 5 November first and then decide...
* Note: HSS will only pay those who has transferred their shares to HSS, 10 days after the Privatisation offer turns unconditional. I think HSS's offer will only turns unconditional after they achieved at least 75%. For those "Fence Sitters" it pays to wait until the last day on 7 December, before deciding, as there is no advantage to transfer their shares early, only to be trapped without the ability trade their shares on Bursa (no liquidity) in case there is a price increase in the open market from a competing offer or from new developments.

Note:
1. In order to delist Hovid, HSS needs at least 90% of the shares.
2. If HSS really obtained 75% of the shares by 7 December, they still can't apply to delist Hovid automatically. What is means is only Bursa would consider delisting if the public spread is not met. However according to TheEdge, Quote 'According to the latest annual report, Hovid’s shareholding is rather fragmented with each shareholder owning no more than 1.3% stake in the company', what it means is the public spread is rather large and so don't meets Bursa conditions for delisting.
3. What it only means is that those who has transferred their shares to HSS by 7 December, will be paid 38 sens (if the offer price is not revised), 10 days after the Privatisation offer turns unconditional.
4. Those shareholders who has not transferred their shares to HSS can continue to trade on Bursa. Since HSS has paid for the shares at 38 sens each, it is in their interest to protect their capital investment by keeping the share price at a min. of 38 sens or more.

Q3. See profitability trend
below for Hovid:
2013 Profit of RM20.327 million
2014 Profit of RM18.084 million
2015 Profit of RM20.909 million
2016 Profit of RM17.896 million
2017 Loss of RM1.528 million (loss incurred is an anomaly due to revocation of manufacturing licence and not loss due to lack of demand)

Posted by multi530 > 2017-11-24 12:00 | Report Abuse

Thanks you, simon2020.

Because of Money! Money! and Money only, that's why HSS want to privatise Hovid.