News  HELP has received an Conditional Voluntary Take-Over offer from Better Education Enterprise S/B (“Offeror”), for cash offer price of RM2.53 per share, valuing the education group at RM360m. Better Education’s offer is backed by private equity firm - Southern Capital Partners III Ltd, the ultimate offeror and part of Southern Capital Group.

 Meanwhile, in a separate announcement yesterday, HELP announced that the Offeror had obtained the irrevocable letters of undertaking to accept the Offer from HELP’s major shareholders: Selangor Property Bhd (“SPB”), Mr.Chan Eu-Khin, Datin Low Kam Yoke, and Datuk Dr. Chan Tuck Hoong for a collective stakes of 59.67%.

Comments  The offer price at RM2.53 implies PERs of 27.7x and 21.7x to our estimated FY13 and FY14 EPS.

 Compare to HELP’s current share price of RM2.29, the offer price is at a 10.4% premium.

 Meanwhile, the offer price also translates into PBVs of 2.5x and 2.2x of our estimated FY13 and FY14 BVPS.

 The offer price is 34.6% above our target price of RM1.88 and 25.2% of the consensus target price of RM2.02. As such, the offer price is deemed attractive in our view.

 Thus, we recommend shareholders to ACCEPT the offer.

Outlook  We understand the change of majority shareholder will not impact the group’s business operations as HELP’s cofounders, Datuk Dr Paul Chan Tuck Hoong, Datin Chan-Low Kam Yoke and the group’s key management will remain unchanged post take-over.

 Based on our understanding, the Offeror does not have intention to maintain the listing status of HELP should it receive a minimum acceptance of 75%, which is an additional 15.33% on top of the collective stakes of 59.67% from the current major shareholders.

 We believe majority of the remaining shareholders may likely accept the offer considering the current challenging tertiary education space due to the intensify competition and regulatory hiccup may results in uncertainty outlook to the sector going forward despite we are optimistic over HELP’s long term business prospect, particularly for its early foray into international school business segment.

Forecast  No change in our FY13-FY14 earnings forecasts.

Rating ACCEPT OFFER

Valuation  While we continue to value the stock at RM1.88, based on unchanged FY14 targeted PER of 16.1x, we have raised our Target Price to RM2.53 as per the offer price.

Risks to Our Call Major risk to our TP is the low acceptance of the takeover offer by the remaining shareholders.

Source: Kenanga