HOCK LOCK SIEW
Is Cofco deal short-changing Noble shareholders?
By
Angela Tan
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The final price will be equivalent to 1.15 times the 2014 book value of Noble's agricultural business - PHOTO: REUTERS
LAST week, Noble Group said it was selling a 51 per cent stake in its agricultural business to China's Cofco Corp for an initial US$1.5 billion. The final price will be equivalent to 1.15 times the 2014 book value of Noble's agricultural business. Based on Noble Agri's audited book value of US$2.8 billion for FY2013, the deal values it at US$3.22 billion.
The prospect of a deal with Cofco has fuelled Noble's share price by more than 20 per cent since the start of the year. Noble shares gained 10 per cent in the two days since the announcement was made, hitting S$1.32 a share. The last time Noble shares were trading around S$1.30 was back in October 2012. The US$1.5 billion deal came as a pleasant surprise for investors since the market valuation for the loss-making agribusiness was closer to US$700 million when Noble first contemplated a separate listing.
However, as the initial euphoria begins to settle, Noble shareholders are left wondering if the company could hold out for more. They can't help but compare the deal to the 1.4 times seen in the tender offer made in March by Temasek Holdings, Singapore's investment group, for Olam - Noble's closest rival on the Singapore Exchange. Temasek has offered S$2.23 a share, valuing Olam at S$5.3 billion.
But apart from the fact that Noble and Olam share the same agricultural space, is it fair to compare the two deals?
On the one hand, defenders of the Noble-Cofco deal argue that the difference in valuation reflects the fact that Noble's agribusiness is loss-making, while Olam is profitable. The former contributed US$15.50 billion in revenue but lost hundreds of millions in 2013 for the group. In contrast, Olam made S$348.6 million in net profit excluding exceptional items and generated S$20.80 billion in revenue for its fiscal year ended June 30, 2013.
On the other hand, others have stressed that the intent of Cofco and Temasek is different.
In Olam's case, Temasek is merely a financial investor that already has a 24.6 per cent interest at the time of offer. It is buying Olam shares, presumably because it sees value in agricultural trading.
In Noble's case, state-owned Cofco has a larger agenda. It needs to ensure the security of China's overseas food supply. This is evident in its shopping cart, which includes its purchase of a 51 per cent stake in Nidera BV, a Dutch grains trader, for US$1.289 billion in February for better access to grain-growing regions such as Latin America and Russia. For US$1.5 billion, Cofco will be able to minimise its exposure to the global price volatility and source key commodities directly, eliminating intermediaries.
So arguably, given the importance of Noble's assets, which include a vast network of ports and commodity terminals, to Cofco, could Noble hold out for more?
It is hard to say. But what's clear is that for now, it seems Noble needs Cofco just as much as Cofco needs the former and the market has embraced this.
With Cofco taking a 51 per cent stake, Noble is not bailing out entirely of its agribusiness. Instead, via the new joint venture, it is able to cut its exposure to its loss-making operations while sharing in a potential recovery. With Cofco, Noble has secured a conduit to China, the world's biggest consumer market. As an analyst succinctly pointed out: Noble provides the pipeline and Cofco brings in the volume. Cofco will ensure the relevance of Noble's assets which include four sugar mills in Brazil, soyabean crushing plants in Argentina, Paraguay and Uruguay, and grain silos in Ukraine, alongside a vast network of ports and commodity terminals.
With Cofco, Noble is roping in a partner with deep pockets to take over its smallest business division. The joint venture will take on the US$2.5 billion net debt of the agricultural business, significantly cutting Noble's debt which stood at US$4.9 billion end-2013. With a higher credit rating than Noble, Cofco as a partner can only be credit positive.
The fresh funds provide more flexibility for Noble to take its agribusiness, as well as energy and metals operations, to the next level, something the market seems to be waiting for with bated breath.