In 2016 I participated in the merger of Glacier Water with Primo Water (NASDAQ:PRMW), calling it at the time the merger arbitrage of the year. It was a somewhat complex deal with the payment composed of a mix of cash, stock and warrants and with a part of the stock portion of the deal locked up in multiple escrow tranches. At the end of 2017 I received the last Primo Water shares from escrow, making the merger arbitrage marginally profitable, but with some warrants remaining with an expiry date in December 2021 anything could still happen.
That something turned out to be the acquisition of Primo Water by Cott (NYSE:COT) this year in a combination of stock and cash. While the deal provided a nice boost to the stock price of Primo Water, it unfortunately also means a premature end of the warrants. In the merger the company will convert the warrants to stock, based on the $14/share cash consideration of the merger. I wonder if this is actually legally correct, because in the warrant agreement I don’t see anything about the possibility of terminating the warrants early in case of a corporate action. If I have a reader that is an expert in this subject matter I would love to hear from you.
That said, it is at this point just a theoretical discussion to satisfy my curiosity. With Primo Water trading above the $14 cash consideration that would be used to calculate the merger consideration for the warrants I decided to exercise them early, and sell the stock. That creates the following final picture of the results:
||# of PRMW shares
||Net cash flow
|Buy 1 GWSV share
|Cash merger consideration
|Initial share payment
|1st escrow release
|2nd escrow release
|3rd (final) escrow release
|Exercise warrants and sell stock
As you can see the end result is okay, but not very spectacular. Unfortunately Primo Water proved to be a mediocre business with an equally mediocre growth in share price. When I bought Glacier Water in 2016 the stock was trading at $13.81. Now, more than 3 years later, while the stock market has exploded upwards PRMW is barely above $15/share. And that is after receiving a decent merger premium. So it’s easy to imagine how this could have turned out different, but truth to be told, it was also clear in 2016 that Primo Water was priced high.
No positions anymore
Nzuri Copper announced today that it received the last required regulatory approvals in China. When I wrote about the company in July the merger was already delayed, but by then the company was aiming for a close at the end of August. They obviously failed to hit that target, and the expected merger date was pushed back many times more. Of course, it’s still not a done deal, and in today’s announcement the expected closing date of the merger is now early March. But with all regulatory approvals in the pocket I don’t expect that there are more issues remaining that could cause further delays.
While in the end I got the result I was betting on, it’s tough to say in hindsight if my thesis was correct or not. It’s quite possible that those delays were indicative of a real problem that could have blown up the merger. Or perhaps it was just some administrative issue. Who knows?
Author is long Nzuri Copper
With another year behind us it is time again for another portfolio review. On Twitter it almost seemed that everybody had >100% returns this year, but my return was more inline with that of the index. Given the fantastic performance of the index this year I’m pretty happy with that, especially since the many special situations I invest in have usually a very low correlation with the stock market. I have been saying for years that I expect my portfolio to do relatively well when shit really hits the fan, but besides a small blip in 2018 it’s not a thesis that has been really put to the test. Nevertheless, I managed to beat the index for the eighth straight year since starting this blog. For sure a result that is way better than expected when I started investing.
* Return in euro’s after transaction costs, net dividend withholding taxes and other expenses
** Benchmark is the MSCI ACWI (All Country World Index) net total return index in euro’s
This year the basket of special situations managed to grab the top spot in my performance attribution graph, as you can see below. The biggest contributor to its performance was from a liquidation that provided a positive surprise worth 163bps while the reversal of the Sorrento Tech liquidation payment got a solid second place with a 157bps contribution. The worst performer in the basket was the Pacific Biosciences of California merger with Illumina with a negative 55bps contribution. I thought this deal wouldn’t face unresolvable regulatory issues, but that turned out to be very wrong, and four days ago the companies announced that they terminated the merger agreement. But it was clear from the start that there was some risk, and I’m pretty happy with how I sized the position. But perhaps I should have stayed away, handicapping this kind of regulatory risk is probably not where I have my biggest edge (if any).
Last year HemaCare was the biggest contributor of the portfolio with a 221% return. This years gain was almost equally impressive 146%, and thanks to a bigger starting allocation it provided a bigger contribution to the performance of the portfolio than last year (even after selling some shares early in the year). The final boost to its performance was provided mid December when Charles River Laboratories agreed to acquire the company for $25.40/share in cash. While I’m still waiting for the money to hit my account the merger was completed in record time. In just two weeks the transaction closed, even though this period included the Christmas holidays and New Year’s Eve. Perhaps they didn’t want people to try to exercise their appraisal rights? Or maybe I’m just a grumpy old guy to assume nefarious intentions…
At the bottom of the graph we find a couple of familiar value stocks. As a group the classic value stocks in my portfolio didn’t do very well, but both PD-Rx and Scheid Vineyards performed poorly operationally during the year so we can’t just put the blame on the market for not liking these companies. With PD-Rx now trading at net current asset value while Scheid Vineyards owns property worth many times its current market cap there is a reasonable case for continuing to own them at today’s price, but the stock I’m more enthusiastic about is Conduril. But the market and I have been in disagreement for more than seven years on that stock, so the chance that I’m wrong is certainly going up as well.
Last year my New Years resolution was to start bumping up my blogging frequency a bit again, something that didn’t really happen. I’m not going to put out there another failed New Years resolution, so I will just finish this post with wishing you all a happy a new year!
Author is long most of the stuff in the performance attribution graph
Yesterday the news broke that Charles River Laboratories (NYSE:CRL) is acquiring HemaCare (OTCMKTS:HEMA) for $25.40/share in cash. I bought my first shares at the end of March and the beginning of April in 2017 for an average price of $2.53/share, just low enough to make the stock officially my first ever “ten bagger”. With that kind of performance HemaCare was obviously a driving factor behind my portfolio’s performance for the last few years, even though I did end up selling some shares along the way.
While I can’t really complain that Charles River Laboratories is not paying enough when they are paying $380 million for a business that had $35 million in revenue (ttm) and net income of $6.9 million (ttm) I’m strangely enough a little bit disappointed. In the press release Charles River Laboratories notes that they expect HemaCare to contribute at least $50 million in revenue in 2020 and to grow revenues with at least 30% for 5 years after that. It’s tough to see how that would not work out more favorable for shareholders, but of course, that is only when they do manage to achieve those goals. That’s not certain, and being part of a larger organisation is perhaps part of what will make that growth possible. And before the first rumors about a potential sale surfaced the stock was trading around $16/share, so $25.40 is more than a fair premium.
For those readers that are looking at this as a merger arbitrage, I think it’s marginally attractive. With the stock currently trading at $25.10 the spread is just 1.2%, but the merger has already received shareholder approval and is expected to close early in the first quarter of 2020. I don’t think there is anything that could realistically derail this deal, so while the spread is thin I think it’s okay. There are certainly lots of deals with smaller spreads and more risk.
Author is long HemaCare
Today is the expected closing day of the merger between Celgene (NASDAQ:CELG) and Bristol-Myers Squibb (NYSE:BMY). All regulatory approvals have been received so there is basically nothing anymore that could derail this deal. Bristol-Myers is acquiring the company for one share of stock, a $50 cash payment and a CVR that will pay an additional $9 dollar if, and only if, three treatments that are in development receive FDA approval. With CELG trading at $107.80 at the moment of writing and BMY trading at $55.70 investors can buy the CVR for $2.10.
A hint that this might be on the cheap side can be found in this SEC filing made by Bristol-Myers in May earlier this year where the company puts an estimated fair value of $3.83 on the CVR. They don’t provide an break down how they arrived at this value, only this:
The preliminary estimate of the fair value of the CVRs was determined by applying a probability weighting to the potential $9.00 per share payment reflecting the probability of achieving all three necessary approvals. The probability-weighted value was then discounted to present value using a credit risk-adjusted discount rate.
Since that time all three treatments have progressed as planned, so presumably if they would redo this valuation today it would be higher. The three approvals that they need to get are:
- Ozanimod (by December 31, 2020)
- Liso-cel (JCAR017) (by December 31, 2020)
- Ide-cel (bb2121) (by March 31, 2021)
These deadlines seem to be tight, and the combined probability of three events happening is obviously quite a bit lower than the probability of individual events, so there is reason not to be too enthusiastic about the CVR. But these treatments are all in a very developed stage of development, and the base rates of success of going from Phase III to approval or from NDA/BLA to approval are quite high. Celgene gave the following update with regards to above treatments when the company announced their results for the third quarter:
I’m not a medical expert, but given that base rates for success at this point are pretty high I think you could even make a case that the $3.83 valuation made by Bristol-Myers is somewhat conservative. These are all events that should be in the range of 75%-85% or something like that and taking very crudely 75%^3*$9 gives us a value of $3.80. This ignores that time value of money, but given that the deadlines are all relatively soon I think that doesn’t matter too much.
Because the deal will close very soon and I think that right now the CVR is probably attractively priced I bought a significant amount of CELG with a corresponding short position in BMY.
Author is long CELG, short BMY