On March 20, 2014, Li & Fung announced that it had made an application to the Hong Kong Stock Exchange for the listing of its global brands and licensing business. The new company, Global Brands Group (“GBG”), will be listed by way of a 100% share distribution in specie to existing shareholders. The record date for the spin-off is July 7, 2014. Thus, the last day of trading Li & Fung shares cum-distribution is July 2.
Global Brands Group will be a consumer goods wholesaler with a portfolio of licensed and controlled brands. Due to its operating model, Global Brands Group has high SG&A expenses and low profitability margins. It does, however, generate much cash flow from its operations, most of which was spent in the past years on acquisitions. Going forward, the company aims to focus more on organic growth, which will increase its free cash flow, and expansion in China, where management believes GBG could greatly benefit from the transition of the economy to consumer oriented from exports focused. The stock could be valued between HKD 2.3 and HKD 2.8. Proof of strong execution and solid expansion in Asia—with sales growing more than 50% per year—could lead to a valuation close to HKD 4 per share.
Li & Fung post spin-off will comprise its Trading and Logistics segments, along with the private label business of the Distribution segment. These are more commoditized businesses, with lower fixed expenses. While Li & Fung operates in the consumer discretionary sector, which by definition is more volatile, it has a cost and revenue structure (i.e., commissions/agency services and high variable versus fixed costs) that make it more resilient during downturns. Thus, investors could require a lower rate of return (i.e., higher valuation multiple) compared to more volatile consumer cyclical companies. Moreover, its cash flow generation will be augmented, as in the past it was subsidizing GBG’s expansion efforts, and it will be more than able to continue paying its existing dividend. The resulting fair value range is HKD 8.6 to HKD 12.6.
Li & Fung will split into two strong businesses, pursuing a transaction with a solid rationale that can enhance shareholder value. It should also be noted that management and employees have an additional incentive as most of the stock options awarded to them are deep out of the money, with most having a strike price in excess of HKD 20. Given the sum-of-the-parts valuation range of HKD 10.9 to HKD 15.4 and the alignment of interests among management and shareholders, Li & Fung shares are recommended for purchase prior to the spin-off.