China Gas: new bid coming from Sinopec?

Sinopec will make a new offer for China Gas if the regulator approves the deal, with a new bid likely to be priced 5-10 per cent above China Gas' latest trading price.

PUBLISHED : Friday, 07 September, 2012, 11:22am
UPDATED : Friday, 07 September, 2012, 1:15pm

I've been watching with fascination for much of the last year as oil refining major Sinopec (0386.HK) makes a bizarre bid for China Gas (0384.HK), a natural gas pipeline operator that has made it clear it has no desire to be acquired. Despite seeing its US$2.2 billion offer rejected last December and no formal talks or new offers since then, Sinopec has repeatedly extended the deadline for its bid, including the latest extension it has just disclosed through a filing with the Hong Kong Stock Exchange. All this leads me to believe that Sinopec and bidding partner ENN Energy (2688.HK) are preparing to raise their bid for China Gas, with a new offer possible as soon as the deal gets regulatory approval.

A quick look at China Gas' share price also implies that investors are expecting a higher bid for the company in the weeks or months ahead. China Gas shares were trading below HK$3 when Sinopec first launched its original bid at HK$3.50 per share last December. The shares quickly jumped to the offer price, even after China Gas rejected the offer as too low, and then rose even higher as investors bet that a new higher offer would be coming.

Since then the stock has risen steadily, and now trades at around the HK$4.30 level. But nine months after launching its initial bid, Sinopec hasn't made any new offers, even though it has extended its deadline for China Gas to accept the bid several times. The latest extension means the offer is still good through October 15, even though the original offer price now represents a 19 per cent discount to the stock's current trading level.

ENN's chairman said in March that no higher bid was going to come, only to have Sinopec issue a statement the next day saying the chairman's words represented his own views and were not an official update on the deal. Sinopec had also previously said it was awaiting regulatory approval for the deal, a situation I considered strange since it's customary for both sides in an M&A deal to reach an agreement first before seeking regulatory approval.

But based on China Gas' stock price and this repeated series of extensions for the offer, my only conclusion is that Sinopec is taking a different approach than most companies would normally take for major M&A. Perhaps that's not too unexpected, since this is the biggest case to date of hostile M&A by a major state-owned company and thus Sinopec seems to be performing many of the customary steps in a different order than usual.

In this case, I suspect that Sinopec wants to do the deal and is prepared to enter into talks with China Gas and raise its price, but first it wants to get assurance that the deal will get regulatory approval before it wastes its time and energy. The regulator previously notified Sinopec it needed more time to study the deal, but the deadline for that extension should be coming soon. 

My guess is that we should see a decision from the regulator in the next 2 weeks. If the deal gets regulatory approval, look for Sinopec to quickly raise its offer, perhaps adding another 5-10 per cent premium to the stock's latest price. That could be followed by serious negotiations with China Gas, which could result in an even higher bid. Of course, all of this is contingent on approval by the regulator. If such approval fails to come, and I'll admit I have no idea what the chances are in this situation, look for Sinopec to drop the bid and China Gas shares to quickly plummet.

Bottom line: Sinopec will make a new offer for China Gas if the regulator approves the deal, with a new bid likely to be priced 5-10 percent above China Gas' latest trading price.

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