China Fishery (CFG) has announced a voluntary cash offer of c.USD556m for 100% of Oslo listed fishmeal player Copeinca, which will be funded via a combination of a 1-for-1 rights issue at S$0.34 a share to raise net proceeds of not less than USD278m, and a potential loan facility of USD295m. The offer for Copeinca is conditional on a minimum shareholding of 50.01% while the rights issue will proceed independently. The offer price of c.US$556m implies an FY12 EV/EBITDA of 7.1x for Copeinca, which we think is reasonable against CFG's FY12 EV/EBITDA of 5.4x. Maintain NEUTRAL with TP of SGD0.65 based on 7.3x FY13 P/E, a 33%discount to five year average forward P/E. We are recommending shareholders tosubscribe to the rights. Our call is premised on the acquisition proceeding.
Acquisition would turn CFG to Peru's largest producer of fishmeal and oil. CFG has been acquiring Peru fishmeal companies over the past few years (two Peru fishing companies in Nov 11, and Pesquera Alejandria in May 10) but Copeinca would be its biggest yet. Copeinca would increase CFG's North and Central Peru quota by 10.7ppt to 16.9% and South Peru quota by 3ppt to 14.7%. We believe this acquisition could generate synergies between the two companies given the overlapping principal business activities.
Proforma EPS decline post acquisition. Based on FY12 proforma numbers, EPS would decline from USD7.64¢ to range between USD5.26¢ - USD6.70¢, depending on the subscription and GO scenario.
Greater dilution if acquisition falls through. If the acquisition of Copeinca falls through, the rights issue will still proceed and assuming a minimum subscription scenario, shareholders will be looking at a 50% fall in CFG's FY14 EPS. However, CFG's balance sheet would be strengthened with FY14 net gearing possibly falling from 0.34x to 0.03x. We see this as an unlikely scenario as we believe the acquisition will proceed.
Maintain NEUTRAL, 41.5% shareholder support to push deal through. We are maintaining our NEUTRAL call and TP of SGD0.65 on assumption that the deal proceeds. This is on the back of CFG's management stating that they have indicative support from 41.5% of Copeinca shares. We think positive catalysts could come from still high fishmeal prices as well as synergies from consolidating its businesses in Peru.