OCBC is making a VGO for WHB shares as part of its strategy to drive growth in its Greater China operations. While WHB will expand OCBC's Greater China loan book by 81% and raise profit contribution to 16%, the acquisition will likely be EPS- and ROE-dilutive in the near term, with exact impact dependent on the final financing structure. Maintain NEUTRAL on OCBC, as we prefer DBS for exposure to Greater China.
Acquiring WHB at 1.77x P/BV. OCBC has announced a voluntary general offer (VGO) to acquire Wing Hang Bank (WHB) shares at HKD125 per share. Full acceptance of the offer would cost OCBC HKD38.69bn (SGD6.28bn), valuing WHB at 1.77x its book value as at end-2013. This is not particularly attractive given WHB's ROE of 10.6% and Singapore banks' 1.2x FY14F P/BV and ROE of 11.2%.
M&A fits its Greater China strategy. The acquisition is in line with management's strategy to have a bigger presence in Greater China to benefit from Asian mega trends. Based on financials ending 31 Dec 2013, WHB would expand OCBC's Greater China loan book by c.81% to SGD49.3bn (or 26% of the enlarged entity's gross loans) and lift pretax profit contribution from Greater China to c.16% from 6% in FY13.
Likely to be dilutive in near term. While management has yet to finalise the funding details, we believe a cash call is necessary to sustain OCBC's current capital position. Without fresh capital, CET-1 would fall 350bps to 11%. Our calculations suggest neutral impact on EPS if 50% of financing is via a rights issue, which will shave a smaller 180bps off CET-1 to 12.7%, while ROE will dip 30bps to 11.7%. Management expects WHB to be accretive to OCBC's EPS and ROE by 2017. We are retaining our earnings forecasts for now.
Key risks from this acquisition include: i) execution of strategies to capture offshore CNY flows and growth of its wealth management business, ii) management of OCBC's capital position, and iii) a deterioration in WHB's asset quality, particularly its property loans.
Maintain NEUTRAL. OCBC's share price is down 6.3% YTD and is currently trading at -1SD historical P/BV. At this level, we believe the market has priced in the WHB acquisition and its near-term dilution impact. Maintain NEUTRAL and SGD10.30 FV. We prefer DBS (DBS SP, BUY, FV: SGD19.20) for exposure to Greater China prospects.
Acquiring WHB at 1.77x P/BV. OCBC announced that it is making a voluntary conditional cash offer to acquire the entire issued capital of Wing Hang Bank (WHB) at HKD125 per share (WHB's pre-suspension price is HKD123) and to cancel all outstanding options and unvested awards. Based on the 307.4m WHB shares in issue, the cash offer would amount to HKD38,428m (SGD6,234m), while consideration for cancellation of all options and unvested awards would be approximately HKD260m (SGD42m).
Full acceptance of the offers would cost OCBC a total of HKD38,688m (SGD6,276m), valuing WHB at 1.77x book value as at end-2013. Although this is slightly lower than earlier reported price tag of "less than 2x P/BV", this valuation multiple is not attractive given WHB's ROE of 10.6% and ROA of 1.06%. Singapore banks are currently valued at 1.2x FY14F P/BV, with ROE of 11.2% and ROA of 0.93%. In our view, the price tag incorporates a scarcity premium given that WHB is one of four remaining family-owned banks in Hong Kong.
As at 31 March 2014, OCBC received irrevocable undertakings for approximately 50.66% of WHB's issued share capital - 20.76% from BNY International Financing Corporation, 24.03% from the Fung family, and 5.87% from Aberdeen Asset Management Asia Ltd. The VGO is expected to close in Aug 2014.
WHB focuses on retail banking in HK and Macau, SME financing in China. WHB is the eighth-largest bank in Hong Kong and sixth-largest in Macau by total loans. It has a network of 70 branches in Hong Kong (42 branches), Macau (13) and Mainland China (15). In FY13, the bank derived 77.5% of pretax profit from Hong Kong, 16.6% from Macau and 6.8% from China. In Hong Kong, retail banking accounted for 54.6% of its total profit, while treasury comprised 32.7% and corporate banking 12.7%. In Macau, WHB is focused mainly on retail banking while in Mainland China, it has a good franchise in SME financing. WHB has also carved a niche in auto and equipment financing in Hong Kong and Macau.
As at end-2013, Hong Kong accounted for 66.5% of gross loans, Mainland China at 19.1%, Macau at 13.7% and others at 0.7%. In Hong Kong, WHB has high exposure to the property sector - home mortgages made up 28.6% of loans, property investment at 22.6% and property development at 2.6%. However, asset quality appeared healthy with sector's gross impaired loans ratio at a low 0.01% at end-2013. Instead, Mainland China loans had a higher impaired loans ratio of 1.5%.
Acquisition to augment Greater China strategy. Currently, OCBC has one branch in Hong Kong and another in Taiwan, while its wholly-owned OCBC Bank (China) has 16 branches and sub-branches in China. Its private banking unit, Bank of Singapore, has a branch in Hong Kong.
The acquisition of WHB ties in with management's strategy to grow OCBC's business by riding on Asian mega trends of increasing intra-Asian trade flows, Hong Kong's growing importance as a financing centre for China, and rising wealth among Asians. For management, rationale for the acquisition includes:
i) WHB's expertise in SME banking in Greater China (China, Hong Kong, Taiwan and Macau) will complement OCBC China's current focus on corporate banking;
ii) WHB's stronger presence in Hong Kong will provide OCBC with significant opportunities in private banking for Bank of Singapore;
iii) WHB will offer OCBC an established franchise and a sizeable platform to grow its CNY-denominated businesses;
iv) OCBC will have expanded scale in product capabilities, network size, customer base and market coverage with minimal duplication; and
v) Opportunities for cross-selling wealth and bancassurance products and services to WHB's affluent retail customers and SME clients.
Financial impact
Profit from Greater China could rise to 16% from 6%. Based on its financials ending 31 Dec 2013, WHB would expand OCBC's Greater China gross loan by c.81% to SGD49.13bn (or 26% of the enlarged entity's gross loans) and lift pretax profit contribution from Greater China to c.16% from 6% in FY13.
OCBC's Greater China loans grew at a CAGR of 31.6% between FY08 and FY13, while pretax profit from Greater China increased at a CAGR of 83% between FY10 and FY13. In FY13, Greater China accounted for 16% (FY08: 8%) of OCBC's loans and 6% (FY10: 1.2%) of group pretax profit. DBS Group derived 26% of group profits from Greater China while loans from this region made up 36% of its total loans.
CET-1 to fall unless fully funded by fresh equity. Before taking into account any external funding, management expects the acquisition to cut OCBC's CET-1 to 11% from 14.5% (Dec 2013), while total capital adequacy ratio (CAR) would be lowered to 12.5% from 16.3%. OCBC intends to utilise a funding mix of internal resources and raising new debt and equity capital to maintain capital ratios at prudent levels. Management guided that it will finalise funding plans after it has a clearer indication
on the level of acceptance for its VGO.
We believe a rights issue is inevitable in order to maintain its capital position. Already, OCBC's fully-loaded CET-1 of 10.9% at end-2013 is the lowest compared with DBS Group's 11.9% and UOB's 12.5%.
Assuming OCBC gains full control of WHB and undertakes a rights issue to raise SGD3,308m (50% of total consideration), our calculations point to a CET-1 of 12.7% (a 180bps drop). CET-1 would remain at 14.5% should the acquisition be fully funded via fresh equity.
EPS unchanged but ROE to dip, if financed 50% by rights issue. According to management, a low hanging fruit from the acquisition would include cross-selling of treasury, wealth management and bancassurance products and services. That said, management believes WHB would only be accretive to OCBC's EPS and ROE by 2017.
Assuming the acquisition is 50% funded by fresh equity, the rights shares are issued at a 10% discount, WHB sustains a net profit of HKD2.19bn as in FY13, and excluding merger synergies and integration costs, our calculations suggest EPS can be sustained at SGD0.85 but ROE would dip slightly to 11.7%. However, should the acquisition be funded entirely by a rights issue, EPS would be lowered by 7% while ROE would fall to 11.2% from 12%
Recommendation Chart
Jenny Mcdonne
Post removed.Why?
2014-04-03 16:08