ABB buyback - An arbitrage opportunity ?

I recently received an email from pradeep about the ABB buyback offer (see deal announcement here). His question was – Does the buyback have an arbitrage opportunity? My response (With light editing to make it for better reading) is below

Dear Rohit,
How are you?

I wanted to know your opinion about ABB delisting. I have never done arbitrage but ABB has declared an open offer for 900 Rs and the shares, though jumped today to 830 Rs, still is at a 70 Rs discount to the offer price indicated by ABB.

I am not sure how one should think through this situation. I have invested some money today since the upside seems to be around 8% return in 2 months time. But I am wondering why the stock price did not end up at 880s level since the risk that ABB would withdraw the offer seems pretty low?

Is there any mistake in my thought process?
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Hi pradeep

Good to hear from you. Thanks for passing this info. I had a look at the offer and below are my thoughts
- The offer is not really a delisting offer. ABB - the parent, holds around 51% of ABB India. This open offer is to buy around 23% of the shares to take their shareholding to 75%. The purpose seems to be increase control.
- the acquirer has stated in the offer document that they do not intend to delist the company.
See this link here : http://www.bseindia.com/stockinfo/anncomp.aspx?scripcode=500002.

Deal Math
Let’s look at the deal math:

If you buy 100 shares, you pay around 83000. With public holding at 49%, the acceptance ratio will be 50-100% depending on the tender levels.

For acceptance ratio we can look at the shareholding structure. On the ABB site, you can see that around 30% is held by institution and the rest by individuals. 10% is held by LIC.

The key to acceptance ratio is how the institutions will tender. If they don’t, then you get 100% acceptance and a 10% upside

If the some of the institutions tender then you have a ratio between 50-80%. Let’s take 70% for assumption sake - then 70 shares get accepted and you make 63000. Let’s assume the rest - 30 shares you sell in market at pre-deal rate of 700-720. The total value comes to around 83000-84000. I am not even assuming the market risk here.

Best case scenario - 10% gain
Likely scenario - 3-4% gain
And worst case - 6-7% loss

Overall the risk reward are not too attractive, atleast to hold till the tender date.

However you can adopt an alternative approach - Hold your shares for some time and exit when the price approaches 900 levels. That way you will get a decent gain and not face the downside risk. I have to caution you that this would however be a speculative option.

Additional thoughts (not part of the above email)
ABB is currently selling at around 40+ times earnings. It may be undervalued, though I find that very hard to believe. If you share my opinion, then buying the stock at 820-830 levels with the ‘hope’ of selling at a higher price before the buyback would be a speculative position without a valuation support to it. As a result I have given this deal a pass.