The potential acquisition of Wing Hang Bank will significantly enlarge OCBC's Greater China footprint and more importantly, tie in with OCBC's strategic direction for the region. Pricing, however, would be key. The reported offer of 2x P/BV, while not cheap, appears palatable relative to a recent M&A transaction there. No change to our SGD10.90 FV and NEUTRAL call, pending further details.
- Puts in bid for Wing Hang. Media reports said OCBC has made a bid for Wing Hang Bank (Wing Hang), Hong Kong's second largest familyowned bank. OCBC's bid is reported to value Wing Hang at less than 2x P/BV, valuing Wing Hang at SGD6.7bn (USD5.3bn), based on its 30 June 2013 numbers, or around HKD133/share - at a 13% premium to the stock's last closing price.
- Greater China expansion fits strategy. The bid is unlikely to surprise investors as OCBC has said that it is open to potential M&A activitiesthere. It is likely that Wing Hang is seen as a gateway to China, as well as potentially improving OCBC's position to participate in the offshore yuan market and wealth management. We estimate that the acquisition will double the size of OCBC's Greater China loan book to about SGD40bn (or 22% of the enlarged entity's gross loans), while pre-tax profit contribution from Greater China could rise to about 15% (from 5%). ... but just a matter of pricing. While pricing details are lacking, we think a price of 2x P/BV for Wing Hang is not particularly attractive, especially compared with Singapore banks' 1.1-1.3x FY14 P/BVs and projected ROEs of 11-12%. However, if compared with the recent Chong Hing Bank transaction, where Yue Xiu Group had offered to pay 2.1x P/BV, a 2x P/BV for Wing Hang would appear more palatable since: i) size-wise, Wing Hang is about 2.5x larger than Chong Hing in terms of total assets; and ii) in terms of profitability, Chong Hing's annualised 1H2013 ROE and ROA stood at 7.5% and 0.7% respectively while Wing Hang's are at 10% and 1%.
- Forecasts. No changes to our earnings forecasts for now. However, assuming OCBC acquires 100% of Wing Hang at 2x P/BV and funds the acquisition entirely by equity, we estimate a dilution of 8% and 120bps to OCBC's FY14F EPS and FY14F ROE (full-year impact) respectively.Investment case. No change to our FV of SGD10.90 (target P/BV multiple of 1.45x) and NEUTRAL call at this juncture.
Puts In Bid For Wing Hang Bank
According to media reports, OCBC is said to have placed a bid for Wing Hang Bank (Wing Hang), Hong Kong's second largest family-owned bank. Reportedly, OCBC's bid values Wing Hang at less than 2x P/BV, which puts Wing Hang's value at SGD6.7bn (USD5.3bn) based on its 30 June 2013 numbers, or around HKD133/share (13% premium to last closing price). Background of Wing Hang. Wing Hang is one of four remaining family-owned banks in Hong Kong. Its major shareholders are the Fung family and BNY International Financing Corporation, who collectively hold a 45% equity stake. The bank's business spans across Hong Kong, China and Macau, served via over 70 branches.
Wing Hang reported a net profit of HKD1bn (SGD165m) for 1HFY13, down 2% y-oy, mainly due to lower net gains from trading and financial instruments designated at fair value through profit or loss. Its annualized gross loan growth stood at 15%, driven by trade financing and corporate lending. While deposit growth was just 2% (annualised), liquidity appears healthy, with the loan to deposit ratio at 71%. The bank's ROE and ROA stood at 10.1% and 1% respectively while asset quality appears sound, with a gross impaired loan ratio of 0.36%, while its loan loss coverage was 63%. Finally, CET-1 ratio was 10.8% as at end-June 2013.
Greater China expansion ties in with regional strategy... The bid is unlikely to surprise investors as OCBC has said that it is open to potential M&A activities, especially if these involve any of its four key markets of Singapore, Malaysia, Indonesia and Greater China. OCBC's Greater China operation via Bank of Singapore currently centers around corporate banking and retail banking. It is likely that Wing Hang is seen as a gateway to China, as well as potentially enhancing OCBC's position to participate in the offshore yuan market and wealth management.
Based on OCBC's 1H2013 numbers, Greater China made up 13% of group loans and 5% of pre-tax profit. The acquisition of Wing Hang will help double the size of OCBC's Greater China loan book to about SGD40bn (22% of gross loans for the enlarged entity) while the pre-tax profit contribution from Greater China could rise to around 15%. The acquisition will also help OCBC to close the gap with DBS (DBS SP, BUY, FV: SGD19.40) in terms of exposure to the Greater China region. Th at said, there will still be a significant gap to be bridged in terms of loans, as DBS reported gross loans of SGD79.4bn in Greater China (33% of group loans). Pre-tax contribution from Greater China, however, was lower at 9% for DBS.
... but it's a matter of pricing. While pricing details are lacking, we think a price of 2x P/BV for Wing Hang is not particularly attractive, especially stacked against the Singapore banks' 1.1-1.3x FY14 P/BV but better projected ROEs of 11-12%. Meanwhile, the recent Chong Hing Bank (Chong Hing) deal could have set a benchmark for M&A transactions with respect to family-owned banks in Hong Kong. In Oct 2013, Yue Xiu Group offered to pay 2.1x P/BV to acquire a 75% equity stake in Chong Hing. Compared with the Chong Hing transaction, a 2x P/BV for Wing Hang would be more palatable from the standpoint of: i) size, as Wing Hang is about 2.5x larger than Chong Hing in terms of total assets; and ii) profitability, as Chong Hing's annualised 1H2013 ROE and ROA stood at 7.5% and 0.7% respectively.
Impact on financials. Assuming: i) an acquisition P/BV multiple of 2x and OCBC acquires a 100% equity stake in Wing Hang, resulting in a total purchase price of SGD6.7bn; ii) the acquisition cost is funded via equity (issued at a 10% discount to the stock's last close price); ii) Wing Hang sustains an annual net profit of HKD2bn (ie annualised 1HFY13 net profit); and iv) excluding merger synergies and integration costs, we estimate a dilution of 8% and 120bps to OCBC's FY14F EPS and FY14F ROE respectively.
Risks
The risks include: i) slower-than-expected loans growth, ii) weaker-than-expected NIMs, iii) weaker-than-expected capital market activities, iv) a deterioration in asset quality, v) adverse impact from rising bond yields on its securities portfolio; and vi) overpriced acquisitions. OCBC (OCBC SP)
No change to our earnings forecasts for now.Valuation and Recommendation
Our FV of SGD10.90 is based on a target P/BV multiple of 1.45x. This is at a slight discount to the 5-year average P/BV of 1.5x to take into account, among others, a lower projected ROEs of around 11% compared with 11-12% ROEs in the past. We think concerns over the potential dilution from the Wing Hang acquisition could also keep valuations below averages in the near term. In the longer term, the acquisition may put OCBC on stronger footing to tap into the Greater China region for growth, although execution would be key. Thus, we are maintaining our NEUTRAL call on the stock for now.
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