Case Studies

In March 2012, the CEO of Fairbridge Capital considered the pros and cons of the potential acquisition of Thomas Cook India. He believed that Thomas Cook India’s two business segments (travel/related services and financial services) had different potential in terms of growth and cash flow generation. Analysts predicted tremendous growth potential in the travel business (although it would require additional investment), while the foreign exchange segment had limited growth potential but generated significant cash flow. Thomas Cook India had changed ownership several times in a short time period, and the stock price had fallen substantially. Would acquiring Thomas Cook India fit the value-investing philosophy rigorously followed by Fairbridge Capital and its parent company, Fairfax Financial? If so, how much should Fairbridge bid? Was Thomas Cook India worth more with two segments or was it better off split into two? Finally, should Fairbridge delist Thomas Cook India or keep it public?

Jeju Air is a market leader in the South Korean low-cost carrier industry, operating more than 20 domestic and international air routes in Asian countries. In the midst of rising economic activity and the opening of more air routes in North Asia, Jeju Air is planning an initial public offering to seek capital to grow its China business. Meanwhile, Singapore Airlines is in discussions to purchase a 20 per cent equity investment in Jeju Air. Is this investment a wise decision for Singapore Airlines? Additionally, what is Singapore Airlines’ future outlook in terms of its existing underperforming subsidiaries? For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)

A Singapore-based financial services company, the second largest lender in Southeast Asia, offered to acquire a Hong Kong bank, the eighth largest lender in the country, for a premium price per share. Three months later, a multi-billion hedge fund firm based in the United States had accumulated close to 8 per cent of the Hong Kong bank’s shares. According to Hong Kong’s securities law, the Singapore-based financial institution would have to acquire 90 per cent of the Hong Kong bank’s shares to successfully take the bank private, and there were only 25 days left for the company to meet this requirement. The hedge fund firm’s unspoken message was clear: raise your bid price to buy our shares or we will keep the company public at your expense. For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)

A controlling shareholder of the NYSE-listed Chinese online gaming company Shanda Games has offered a buyout at USD6.90 per American Depository Share (ADS); each ADS consists of two ordinary shares. The offer provides a premium of 22 per cent to the stock’s Friday close. Throughout the previous year, Shanda Games’ ADS had typically traded in the range of USD3.00 to 4.50. As Shanda Games’ independent directors attempt to evaluate the offer, they wonder: Should the shareholders accept it as it is? Should they ask for a higher price? Or should they look for the alternatives? For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)

Olam International, a publicly listed firm, was a leading agri-business with an integrated supply chain. To sustain growth, the company took on large amounts of debt to fund acquisitions and other capital expenditures. A hedge fund issued a Sell recommendation, highlighting the problems facing the company, including several years of negative free cash flows. The heated exchange between Olam and the hedge fund led to a government investment fund, Temasek Holdings, first backing Olam, and then eventually offering to buy out the minority shareholders. This scenario presents an excellent opportunity to apply the discounted cash flow analysis and relative valuation techniques to evaluate Temasek’s offer. For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)

On October 9, 2013, Jos. A. Bank Clothiers Inc., a large U.S. retailer of men's tailored and casual clothing, footwear and accessories, made a hostile offer to buy its larger rival Men’s Wearhouse. The latter made a counter-offer on January 6, 2014 in what is known as a Pac-man defence — the prey turned predator. Jos. A. Bank responded by adopting a poison pill, announcing the planned acquisition of Eddie Bauer, an outdoor apparel retailer. What started out as a simple offer had turned into a contest with multiple counter-offers and the deployment of several takeover defences. How should Eminence Capital, a New York-based hedge fund and the largest shareholder in both firms, react? How should each firm respond to the latest offer on their respective tables? For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)

In November 2011, Muddy Waters, a U.S. short-seller fund, accused Focus Media of overstating the size of its business. Focus Media's stock price fell sharply at first but then rebounded as the company countered the attacks. In March 2012, however, the U.S. Securities and Exchange Commission launched its own investigation and pressured Focus Media to amend some of its filings. A few months later, CEO Jiang partnered with a group of private equity (PE) firms, to take Focus Media private in a deal valued at more than $3.7 billion, China's largest-ever buyout. In the following months, several Chinese companies followed suit and delisted from the NASDAQ. In mid-2014, the PE firms in the consortium wanted to cash out of their equity positions, and Jiang faced the difficult decision of what to do next.

In April 2014, Alibaba’s impending initial public offering (IPO) projected to be among the world’s largest IPOs. Alibaba faced many choices regarding ownership structure, trading location, IPO pricing and IPO timing. The Hong Kong Stock Exchange seemed like a natural fit for its IPO due to geographical, cultural and language proximity. Furthermore, 86.7 per cent of Alibaba’s revenues originated within China. However, Alibaba insisted on “partnership governance,” while the Hong Kong Stock Exchange did not allow listing of companies with dual-class share structure. In contrast, the New York Stock Exchange and NASDAQ did not object to Alibaba’s proposed ownership structure. While the Hong Kong investors knew Alibaba’s business better, the New York exchanges provided more liquidity and visibility. Against this backdrop, Alibaba needed to make difficult decisions regarding its IPO. For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)

Alibaba is the world's largest online trading platform, with higher revenues than Amazon and eBay combined. Its 2012 syndicated loan was the first sizable loan for a Chinese technology company with few tangible assets. Creative loan covenants stated that the subsidiaries would repatriate 100 per cent of the distributable profits for debt service. The loan was partially used for the buyback of Yahoo!'s stake in Alibaba. In the agreement, Yahoo! would sell half of its stake back to Alibaba immediately and an additional 10 per cent during Alibaba's IPO in the next few years, and divest the remainder sometime after that. Now, Alibaba thinks it is time to tap the debt market in order to pay off the $4 billion in loans it received in 2012 and to finish the payments owed to Yahoo! for the stock repurchase. For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)

Emirates Airline (EA) needs to fund the purchase of 30 new A380 aircraft. On March 11, 2013, EA announced plans to issue US$1 billion of Islamic bonds (sukuk) and $750 million of regular bonds. These bonds arguably share similar risks and seniority even though the sukuk bonds sold with a lower implied yield. This difference in pricing for securities with similar default risks seems at odds with conventional finance thinking. Against this backdrop, the EA treasury department must decide on the appropriate funding for this next batch of A380 airplanes. For NUS Business School: (Faculty only) To obtain a free copy of the case, please contact Ms Kwok Siew Geok (bizksg@nus.edu.sg)