Hyundai Steel Announces Merger with Hyundai Hysco
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Steel (Overweight/Maintain) Hyundai Steel announces merger with Hyundai Hysco Hyundai Steel to merge with Hyundai Hysco: Deal to be finalized on July 1 st , 2015 News Comment Merger likely to create only limited synergies April 9, 2015 Recommended strategy: Buy POSCO st Daewoo Securities CCo.,o., Ltd. Hyundai Steel to merge with Hyundai Hysco; Deal to be finalized on July 1 [Steel/Non-ferrous metal] On April 8th, Hyundai Steel announced it has decided to merge with Hyundai Hysco. Hyundai Hysco shareholders will receive 0.8577607 shares of Hyundai Steel for each existing Hyundai Seung-hun Jeon Hysco share they own. Dissenting shareholders will be able to exercise appraisal rights at +822-768-2713 W72,100 per share for Hyundai Steel and W63,552 per share for Hyundai Hysco, which are, [email protected] respectively, 9.2% and 6.4% lower than current share prices. The 2,667,762 shares Hyundai Hysco owns in Hyundai Steel will be allocated to Hyundai Hysco shareholders, which will have the same impact as cancelling 2% of treasury shares. As a result, the merged company will have 133,445,785 shares outstanding (rather than 136,113,547 shares). Merger likely to create only limited synergies In our view, the merger effects are more psychological than tangible. While the merger does have some benefits, we also see several negative effects that could partially offset the positives. We believe potential merger synergies between the two companies were mostly realized after Hyundai Hysco spun off its cold-rolled coil (CRC) division to Hyundai Steel in December 2013. We think the latest merger will have limited benefits, given the likelihood of 1) an increase in current Hyundai Hysco employees’ pay (which is lower than that of Hyundai Steel’s employees), and 2) margin deterioration at the steel pipe business due to the use of Hyundai Steel’s relatively expensive hot-rolled coil (HRC). We estimate the merger will boost Hyundai Steel’s EPS by 4.9% (based on the 2014 figure), but mainly as a result of the 2% treasury stock retirement. Such an impact appears to have been mostly priced in after yesterday’s rally. 2) Due to the removal of internal transactions, operating profit growth is likely to outpace revenue growth following the merger, pushing OP margin higher. But in the long term, we view this as a negative to pricing, as a seemingly high margin may work to the company’s disadvantage at a time when major customers, most notably Hyundai Motor Group (HMG), are struggling with falling margins. Recommended strategy: Buy POSCO Hyundai Steel’s and Hyundai Hysco’s stocks could rise further, in line with the overall advance of the steel sector. In the short run, however, we believe POSCO is the best bet in the sector. Hyundai Steel’s stock has gained 11.2% in the past month on merger expectations, while POSCO’s stock has fallen 7.2% during the same period amid poor industry conditions and prosecutors’ probe into the steelmaker’s former chairman. We find it hard to see Hyundai Steel’s stock continuing to rise on the merger issue alone, considering that the actual benefits of the tie-up with Hyundai Hysco will be limited. The challenging earnings outlook for HMG also poses a headwind to the steelmaker’s stock. In 4Q13, hopes of a merger similarly drove Hyundai Steel higher, pushing the stock’s P/B far above POSCO’s. But, after the deal was announced, Hyundai Steel’s P/B converged with that of POSCO in the subsequent quarter. Thus, in the near term, we believe POSCO shares are likely to catch up. We see little differentiation between Hyundai Steel’s and Hyundai Hysco’s shares, as prices will move toward the pre-set merger ratio. Analysts who prepared this report are registered as research analysts in Korea but not in any other jurisdiction, including tthehe U.S. PLEASE SEE ANALYST CERTIFICATIONS AND IMPORTANT DISCLOSURES & DISCLAIMERS IN APPENDIX 1 AT THE END OF REPORT. April 9, 2015 Steel TableTableTable 111.1. Exchange ratioratioratio of Hyundai Steel and Hyundai Hysco ItemItemItem Hyundai Steel Hyundai Hysco Base price (W) 73,299 62,873 Share price for merger (W) 73,299 62,873 Exchange ratio 1 0.8577607 Appraisal right exercise price (W) 72,100 63,552 Source: Hyundai Steel, KDB Daewoo Securities Research TableTableTable 222.2. Changes in major shareholders’ stakes Hyundai Steel Hyundai Hysco After merger Hyundai Motors 7.9% 29.4% 11.2% Kia Motors 19.8% 15.7% 19.6% Hyundai Hysco 2.3% Jung Mong-gu 11.8% 10.0% 11.8% Treasury shares 0.6% 0.8% 0.6% Source: Hyundai Steel, KDB Daewoo Securities Research TableTableTable 333.3. Estimated impact of merger (based on 2014 figures) Hyundai Steel (A)(A)(A) Hyundai Hysco After merger (B)(B)(B) B/AB/AB/A (% chg.) Revenue (Wbn) 16,762 4,214 19,249 14.8 Operating profit (Wbn) 1,491 352 1,829 22.6 OP margin (%) 8.9 8.3 9.5 Pretax profit (Wbn) 1,099 242 1,327 20.7 Net profit (Wbn) 765 164 918 20.1 EPS (W) 6,600 7,258 6,925 4.9 Net asset (Wbn) 13,815 932 14,577 5.5 ROE (%) 5.5 17.6 6.3 BPS (W) 119,220 41,190 109,916 -7.8 Total # of shares (‘000) 116,550 22,808 133,446 14.5 # of outstanding shares (‘000) 115,879 22,627 132,619 14.4 Source: KDB Daewoo Securities Research Figure 111.1. Hyundai Steel’s stock hashashas risenrisenrisen on merger expectationsexpectations,, while POSCO’s has fallen (%) 25 Hyundai Steel POSCO Hyundai Hysco 15 5 -5 -15 1M return 2M return 3M return Source: Thomson Reuters, KDB Daewoo Securities Research KDB Daewoo Securities Research 2 April 9, 2015 Steel Figure 222.2... Hyundai SteelSteel’’’’ss P/Bs P/B roseroserose temporarily in 4Q13 ononon merger expectations, butbutbut converged with that of POSCO in subsequent quarter (x) 1.4 Hyundai Steel's P/B POSCO's P/B Operation of blast furnace 1.2 1 Merger expectations 0.8 Merger expectations 0.6 0.4 1/10 7/10 1/11 7/11 1/12 7/12 1/13 7/13 1/14 7/14 1/15 Source: Thomson Reuters, KDB Daewoo Securities Research TableTableTable 444.4. TTTimelineTimeline of merger Hyundai Steel Hyundai Hysco BOD resolutions 4/8/15 4/8/15 Merger contract date 4/8/15 4/8/15 Announcement of closing date of shareholders list 4/8/15 4/8/15 Closing date of shareholders list for general meeting 4/29/15 4/29/15 Closing period of shareholders list Start 4/30/15 4/30/15 End 5/8/15 5/8/15 Notification of shareholders’ meeting 5/13/15 5/13/15 Reporting objection to merger Start 5/13/15 5/13/15 End 5/27/15 5/27/15 General meeting for merger approval 5/28/15 5/28/15 Exercising of appraisal rights by dissenting shareholders Start 5/28/15 5/28/15 End 6/17/15 6/17/15 Old share certificates to be submitted Start 5/29/15 End 6/30/15 Objections by creditors Start 5/29/15 5/29/15 End 6/30/15 6/30/15 Merger date 7/1/15 7/1/15 BOD resolutions (reporting completion of merger) 7/1/15 Completion of merger contract to be announced 7/1/15 Registration of merger 7/1/15 7/1/15 Distribution of stock certificates 7/14/15 Listing of new shares 7/15/15 Source: Hyundai Steel, Hyundai Hysco, KDB Daewoo Securities Research KDB Daewoo Securities Research 3 April 9, 2015 Steel APPENDIX 1 Important Disclosures & Disclaimers 222-2---YearYear Rating and Target Price History Company (((Code)(Code)Code)Code) DateDateDate RatingRatingRating Target Price Company (((Code)(Code)Code)Code) DateDateDate RatingRatingRating Target Price POSCO(005490) 04/07/2015 Buy 340,000 10/07/2013 Buy 103,000 01/29/2014 Buy 400,000 07/15/2013 Buy 92,000 07/15/2013 Buy 430,000 04/21/2013 Buy 98,000 04/21/2013 Buy 440,000 03/28/2013 Buy 110,000 02/21/2013 Buy 460,000 Hyundai Hysco(010520) 08/10/2014 Hold - Hyundai Steel(004020) 01/29/2015 Buy 91,000 05/08/2014 Buy 70,000 11/06/2014 Buy 87,000 03/13/2014 Buy 58,000 07/17/2014 Buy 92,000 01/29/2013 Hold - 04/27/2014 Buy 88,000 (W) POSCO (W) Hyundai Steel (W) Hyundai Hysco 500,000 120,000 100,000 400,000 100,000 80,000 80,000 300,000 60,000 60,000 200,000 40,000 40,000 100,000 20,000 20,000 0 0 0 Apr 13 Apr 14 Apr 15 Apr 13 Apr 14 Apr 15 Apr 13 Apr 14 Apr 15 Stock Ratings Industry Ratings Buy : Relative performance of 20% or greater Overweight : Fundamentals are favorable or improving Trading Buy : Relative performance of 10% or greater, but with volatility Neutral : Fundamentals are steady without any material changes Hold : Relative performance of -10% and 10% Underweight : Fundamentals are unfavorable or worsening Sell : Relative performance of -10% Ratings and Target Price History (Share price ( ─), Target price ( ▬), Not covered ( ■), Buy ( ▲), Trading Buy ( ■), Hold ( ●), Sell ( ◆)) * Our investment rating is a guide to the relative return of the stock versus the market over the next 12 months. * Although it is not part of the official ratings at Daewoo Securities, we may call a trading opportunity in case there is a technical or short-term material development.