Key points
- GKB's offer of $0.135/share for k1 undervalues the stock by 44%.
- k1's investments in Knowledge Universe, Helm and China Grand Auto have significant upside potential.
- Company's investments are ripe for divestments, and management is looking to distribute excess cash back to shareholders.
- Our Target Price of $0.17, based on 30% discount to SOTP, implies 26% upside. Trading BUY.
Event
On 27 June 2012, GKB Holdings made a voluntary conditional offer for k1 Ventures, offering 13.5''/share for all the outstanding shares, representing a 20% premium to the last traded price and a discount of 21% to its NAV of 17''/share. GKB is an investment vehicle owned by Keppel Corp, Steven Green (CEO of k1) and BV Singapore in the proportion 45%, 42.7% and 12.2%. The consortium currently owns a combined stake of 62% in k1, and will own 100% on successful closure of the offer. GKB's offer is conditional on it securing at least 90% of the outstanding issued shares at the close of its offer. In its rationale for the privatization move, GKB highlighted the inability of the company to raise new capital for expansion without diluting existing shareholders. It has thus made the decision to focus on managing its existing investments, and as such, does not expect to tap the equity market in the foreseeable future, removing a reason for it to remain listed. Other factors for its delisting offer were the compliance costs associated with maintaining a listing and the low trading liquidity of the stock.
Our Take
The majority of k1's portfolio comprised of investments in privately-held companies. Disclosure of financial data for these privately-held investments is either limited or not publicly available. This makes it difficult for investors to ascribe valuations to its investments and establish a fair value for the stock. The long gestation period for these private investments to bear fruit also deter some prospective investors. To its credit, k1's investments have done creditably well under the current management team led by Steven Green. Following a series of successful investments, the company has, since 2005, distributed more than $470m, or 23''/share, back to shareholders. The remaining portfolio includes: 1) a 80.1% stake in Helm Holding Corporation, a railcar and locomotive leasing company based in the United States; 2) a 12.2% stake in Knowledge Universe Holdings (KUH), the largest pre-school education service provider in the United States; 3) a US$100m investment in the preferred shares of Guggenheim Capital, a financial services firmwith US$100b under management; 4) 2.3m shares in McMoRan, an E&P company based in the U.S.; 5) an undisclosed stake in China Grand Auto, the largest auto dealership group in China.