Economy,  Stock Analysis

About Şişecam Merger


Although I take notes for myself on many aspects of life and share some of them via this blog, I prefer to keep company and stock analyses for myself – unless they have educational purposes or there is a common interest on the issue. For example, I have previously written on Migros to contribute on how to conduct a financial analysis and on Starbucks to understand negative owner’s equity.


As the Türkiye Şişe ve Cam Fabrikaları A.Ş. provided us with more information on the merger on April 28th, 2020 through a webcast, I wanted to pass my notes about the process from the beginning, which also includes a possible timeline for the future, with everyone who has interest on the subject.

First things first: I am an individual investor with a quiet insignificant share (for the market) on the Soda Sanayii A.Ş., and among the companies that I have examined, Soda has one of the best fundamental qualities based on balance sheet, financial strength and future prospects. Therefore I am deeply disappointed with the merger announcement, but I respect the decision and will just summarise the developments on the issue objectively. So let’s start with the company profile. 

Sisecam Group, which was founded in 1935 by İş Bank, is among the world’s most prestigious manufacturers and with its more than 80 years of corporate history, the Group has a considerable experience and high degree of specialisation. Setting aside all the other peculiarities, even only these assets give the company a considerable competitive advantage on the market. 

With respect to Group’s operational activities we can count five branches and many companies under this umbrella with different status. These branches are; Flat Glass, Glassware, Glass Packing, Chemicals, and Others. The companies, which represent these branches and quoted to Borsa Istanbul A.Ş. except Paşabahçe Cam Sanayii ve Ticaret A.Ş., are as following:

On January 30th, 2020, the Group has announced the beginning of merger talks, with the ideas of cost optimising, creation of synergy, improvement in governance, etc. According to primary calculations, with an increase of 814 million TL, the Sisecam will reach a total capital share of 3.064 million TL. In addition to that İş Bank’s share will fall to 51% and free float will hit the c.43%, with a 21 percentage point increase.

The Group engaged PwC for preparation of Expert Valuation Report and as the Report finalised, conversation rates were disclosed in the webcast. Meanwhile a formal application was also submitted to the Capital Markets Board of Turkey (CMB) on April 27th. CMB’s decision is anticipated on the merger in the first half of the July and following that, extraordinary general assembly meetings will be held in the end of August. You can see these steps on the timeline below.


Now let us dwell on the calculations a little bit. 

There are two values to consider. The first is Exit Price and the latter is Conversation Rate. Stock holders of the above mentioned companies have a right to exit, if they do not wish their shares to be replaced by the SISE stocks. Based on the current legislation, exit price is calculated through average prices of a stock within the last 30 days, backwards from the announcement of the merger. And that is called fair value. As there is also dividends paid or will be paid for the year 2019, the exit prices should be adjusted accordingly and disclosed to the public. Two other things to keep in mind are; this right exists only for the stock holders who acquired them before the 30/01/2020 with the condition of registering their claims at the general assembly meeting. 

For the conversation rates, the Group has stated that four methods have been utilised in total share value calculations and those methods have been weighted differently. For the sake of simplicity I have just taken the rates from the document, but you can view the presentation and other reports from the Group’s official website

As you have seen, the issue is pretty complicated, but I tried to explain the details in a nutshell. During the fold of events, there was a change on Banking Law, which was published on Official Gazette on February 25, that regulates the exit rights. According to that law, anyone who owns the stock at the day of merger announcement is entitled to use the exit right with annotation at the General Assembly. After that CMB has also published a Draft Communiqué on Significant Transactions and Right to Exit on March 16th, 2020. Draft set the frame for exit right and mergers. So the February 25 criterion comes from there. However, this is a draft and we are not sure how it will be adapted. But one thing is clear, any changes on that should also be reflected to the merger. From the current regulation point, January 30th is the announcement date and therefore binding. Besides there are plenty of unhappy investors who do not find the conversation rates satisfactory, and might appeal to protect their rights. So even very little, there is a possibility of failure on merger. We will wait and observe the developments closely.

In this regard, there are various strategies to follow. Everybody has a different risk and return preferences, so I am not suggesting to choose one, but just count them. These strategies for the stock holders, who acquired them before 25/02/2020 are:

1 – To sell them all and not to worry about the merger. 
2 – To keep the stocks and convert them to SISE with the given ratios.
3 – To keep the stocks and use the exit right with the determined price.
4 – To keep the stocks, appeal for a rejection, and wait the consequences.

There is also a tactical play for everyone: As the conversation rates are revealed, there is a peg between stocks. So you can buy more stocks and trade with the possible arbitrage chances. But keep in mind that, we can not know which direction the prices will go. So it is better you council to your financial advisor for such crucial decisions. These are just my notes and links for official sources of information.

I wish you a pleasant day.


Ergun UNUTMAZ, 01.05.2020


2 Comments

  • Okan Cagri

    Merhabalar,

    Sadece 25/02/2020 tarihinde once hisseleri satin alanlarin Ayrilma Hakki Kullanim Fiyati’ndan faydalanabilecegini yazmissiniz. Peki bu tarihten sonra hisseyi satan alanlarin ayrilma hakki olmayacak mi ? Ellerindeki hisseleri belirlenen cevirme oranindan cevirmek zorunda mu kalacaklar ? Burada verdiginiz bilgi bence hatali. Agustos’ta yapilacak genel kurulda tum hisse sahiplerine oylama hakki sunulacaktir. Sunulmasi gerekir.

    Kolay gelsin,
    Okan

    • admin

      Merhaba Okan Bey,

      Mevcut hukuki düzenleme kapsamında; birleşmeye ilişkin yapılan bir açıklama hem ayrılma hakkına hem de ayrılma fiyatının hesaplanması için geriye dönük 30 güne esas teşkil ediyor. Dolayısı ile bu tarih 30/01/2020 olduğu için ayrılma hakkı da bu tarih öncesinde hisse senedi sahipliğini gerektiriyor. Diğer taraftan 25/02/2020 tarihinde Resmî Gazete’de yayımlanan değişiklik ve 16/03/2020 tarihinde SPK’nın yayımladığı Tebliğ Taslağı’nda 25 Şubat tarihleri geçtiği için ayrılma hakkında böyle bir çelişki oluşuyor. Dolayısı ile söz konusu Taslak’ın bu hâliyle onaylanması durumunda 25 Şubat geçerli olacak. Bekleyip görmek gerekli. Ayrılma hakkı kazanımı tarihinde yasal bir değişiklik olmazsa (şu anda 30/01/2020) Genel Kurul’daki oylamada şerh düşenler bu hakkı kullanabilecek.

      Çevirme oranı ise ayrılma hakkı tarihinden bağımsız, tüm hisse sahipleri için geçerlidir. İkisi ayrı konular.

      Hukuk ve kanuni düzenlemelere önem vermekle birlikte konunun uzmanı olmadığımı da belirtmek isterim. Benim anlayışım bu yönde ve farklı düşünen varsa yorumlara açığım. İlgili belgelere ilişkin bağlantılar da yazıda mevcuttur.

      Saygılarımla.

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