TheContrarian, total consideration is RM1.29 billion!
GENERALI SIGNS AGREEMENT IN MALAYSIA TO ACQUIRE MAJORITY STAKE IN AXA AFFIN JOINT VENTURES AND PLANS TO PURCHASE 100% OF MPI GENERALI 22 JUNE 2021 - 07:02
The transactions transform Generali’s activities in Malaysia to become the #2 P&C insurer in the country, in line with its strategy to strengthen its leadership position in high potential markets Generali to increase its current 49% stake in MPI Generali Insurans Berhad to 100% Generali to acquire a 70% stake in AXA Affin Life Insurance joint venture (49% from AXA and 21% from Affin) and approximately a 53% stake in AXA Affin General Insurance joint venture (49.99% from AXA and 3% from Affin and minorities) AXA Affin General Insurance and MPI Generali to be merged following the acquisitions creating one of Malaysia’s leading general insurance operations, with Generali holding a 70% stake Milan – Generali has signed an agreement in connection with the purchase of the majority of the shares held by AXA and Affin in the joint ventures, approximately 53% of AXA Affin General Insurance Berhad (49.99% from AXA and 3% from Affin and minorities) and AXA Affin Life Insurance Berhad (49% from AXA and 21% from Affin), respectively. The Group also submitted an application to the local regulator in order to acquire the remaining shares of MPI Generali Insurans Berhad (MPI Generali) held by its Malaysian joint venture partner, Multi-Purpose Capital Holdings Berhad (MPHB Capital). The transactions are subject to the approval of the Malaysian Minister of Finance and the Central Bank of Malaysia.
The total consideration for the combined transactions is of RM 1,290 million (€ 262 million1) subject to closing adjustments.
With the insurance unit being separated in the financial accounts, there is a bit more clarity on how much cash and liquid investment will MPHBcap possess post insurance sales..
Simple estimations from a layman like me as shown below :
Asset classified held for disposal $2,906942,000 Liabilities held for disposal ($1,703,465,000) ----------------------------------------------------------------------- Nett $1,203,477,000
Less non-controlling interest ($646,158,000) ie Generali 49% portion ------------------------------------------------------------------- Balance belong to MPHB $557,319,000
Plus disposal gain for the 51% sales $ 250,000,000 ------------------------------------------------------------------------ (A) Total cash increase in MPHB coffer $807,000,000 =========================================
**Note : the disposal gain for the 49% in 2014 was $209 mil + adjustment of $20mil(?), Therefore i assigned est. disposal gain for the 51% at $250 mil.
Per account as at 31/12/2021, cash + liquid investment stands as below :
Receivable current (credit business) $128,000,000 Investment securities $289,000,000 cash $ 9,000,000 ------------------------------------------------------------------------ (B) Total $426,000,000
To add (A) above $807,000,000 --------------------------------------------------------------------------- (A+B) Grand total $1,233,000,000
@715 mil shares = $1.72 per share !!! which is higher than MPHBcap share price of $1.36 .
Any professional accountant here can verify if my layman's calculation make sense ??
Teh, pls share with us the rationale why you think so. To my understanding you can not book disposal gain until the transaction is concluded with payment received.
Posted by Teh Kieat Keoi > Feb 24, 2022 8:39 AM | Report Abuse
i think rm557,319,000 already included disposal gain rm250,000,000, no need repeat to plus up.
@Contrarian, you are right. I looked at Axa/Affin as one unit. Axa Affin General Insurance (AAGI) and Axa Affin Life Insurance (AALI) are about 50-50 owned by AXA and Affin respectively. Assuming no other thing is involved, Affin may get about $275mil for divesting 20% stake in AAGI and AALI to Generali (Axa's $688 mil is for about 50% shareholding in AAGI and AALI). Thus ,the theoretical consideration for MPI is $1,29 bil minus $688 mil minus $275 mil = $327 mil. This is lower than the 49% sold in a few years ago. Without further information , we are only guessing if Affin's portion is $275 mil. Affin's portion may be smaller then $275mil as they will be 30% owner of the enlarged/merged entity with Generali.
In any case, MPHBcap cash pile alone will be more than its present share price. No forgetting all the valuable landbank and property .
@Johnzhang, Affin is only divesting 3% of AAGI and not 20% (together with 21% of AALI). I think the portion payable to Affin is much lower, estimated RM130 million by someone somewhere. This leaves around RM470 million for MphbCap but this figure could be based on 31/12/2020 balance sheet since the estimated consideration was announced in June 2021.
Pricing is subject to adjustment and there's the issue of what MPHBCap intends to do with the sale proceeds ...... how much to be paid out as special dividend and/or capital repayment, acquisition of any new business. It will either excite or disappoint the market.
@TheContrarian, based on your observation what do you think the company will likely do with over a $1 billion of cash after the deal? Pls share your thought.
@Johnzhang, I really don't know because I am not familiar with the people who control MPHBCap. I only bought into MPHBCap several months ago. My hope is of course for MPHBCap to distribute the proceeds as much as possible as special dividend/capital repayment. I believe market will respond positively to a big payout.
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Posted by TheContrarian > 2022-02-23 23:42 | Report Abuse
Damn, got it wrong. Total consideration for the insurance units to be purchased from MphbCap and Affin are around RM600 million.