Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

HOGY MEDICAL CO., LTD. manufactures and sells medical supply and related products including sterilized tools and disposable injectors and masks used by surgeons.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hogy-medical-co-ltd" target="_blank" data-smartkarma-citation="entities:10493:1" rel="noopener">Hogy Medical (3593 JP)</a>'s founder passed and there was a re-arranging of Hoki family deckchairs in 2021. In 2022 there was a BIG buyback from the family at ¥3,130/share.</li>
<li>I discussed it <a href="https://www.smartkarma.com/insights/huge-hogy-medical-3593-buyback-from-the-founding-family" target="_blank" rel="noopener">here</a>. I suggested that meant accretion, a family willing to sell, and an open register for a cheap company always heavily owned by value investors.</li>
<li>The stock went nowhere for 18mos as activists dallied. In 2024 it ran from ¥3,500 to ¥5,000 as Dalton bought 20%. Then they got a board seat. Now takeover noise.</li>
</ul>



Hogy Medical (3593 JP)'s founder passed and there was a re-arranging of Hoki family deckchairs in 2021. In 2022 there was a BIG buyback from the family at ¥3,130/share.
I discussed it here. I suggested that meant accretion, a family willing to sell, and an open register for a cheap company always heavily owned by value investors.
The stock went nowhere for 18mos as activists dallied. In 2024 it ran from ¥3,500 to ¥5,000 as Dalton bought 20%. Then they got a board seat. Now takeover noise.


[Japan Activism/M&A] Hogy Medical (3593) Reportedly Up For Auction - Totally Unsurprising

Broadmedia Corporation provides broadband service, CDN (contents delivery network), and media contents belonging to Softbank broadcasting. Broadmedia also markets game on demand service.

<ul>
<li>Today after the close, <a href="https://www.smartkarma.com/entities/broadmedia-corp" target="_blank" data-smartkarma-citation="entities:1680:1" rel="noopener">Broadmedia Corp (4347 JP)</a> announced that UK-based Japan activist AVI and one of its funds would launch a tender offer for just over 10% of shares.</li>
<li>The Tender Offer comes at a 29.5% premium, and it would take the activist to ~40% - close to board-spilling influence.</li>
<li>This creates an interesting setup. One wonders whether this is meant to spill the Board post-tender, and whether the Company will seek alternate solutions.</li>
</ul>


Today after the close, Broadmedia Corp (4347 JP) announced that UK-based Japan activist AVI and one of its funds would launch a tender offer for just over 10% of shares.
The Tender Offer comes at a 29.5% premium, and it would take the activist to ~40% - close to board-spilling influence.
This creates an interesting setup. One wonders whether this is meant to spill the Board post-tender, and whether the Company will seek alternate solutions.


[Japan Activism/M&A] Activist Launches Partial Tender to Put Microcap Broadmedia (4347 JP) In Play

MANDOM CORPORATION manufactures and markets a variety of cosmetic products for men and women.  The Company's products include hair care and skin care cosmetics.

<ul>
<li>Today late in the afternoon session, the Nikkei reported that the MBO price would be bumped by "about 30%". The stock popped 4.6%. </li>
<li>Post-Close, the deal is bumped from ¥1,960 to ¥2,520 (+29%). Activist holders Murakami Group with 21.4% and Hibiki Path Advisors with 5.5% have agreed to tender. </li>
<li>With the two main activists publicly engaged now agreed to tender, this looks like a done deal.</li>
</ul>


Today late in the afternoon session, the Nikkei reported that the MBO price would be bumped by "about 30%". The stock popped 4.6%. 
Post-Close, the deal is bumped from ¥1,960 to ¥2,520 (+29%). Activist holders Murakami Group with 21.4% and Hibiki Path Advisors with 5.5% have agreed to tender. 
With the two main activists publicly engaged now agreed to tender, this looks like a done deal.


[Japan Activism] Mandom (4917) Holders Get an Early Win as MBO Bidder CVC Bumps 29%

Digital Holdings, Inc. operates as an internet advertising agency. The Company provides internet advertising, digital marketing, and other related services for local small and medium-size enterprises. Digital Holdings also offers venture investment, information gathering, and digital shift support education services.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> jumped today after spending a week or more at levels just above the revised Tender Price of <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a>. </li>
<li>SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed <a href="https://www.smartkarma.com/insights/japan-activism-m-a-hakuhodo-dy-lowers-digital-holdings-2389-jp-tob-threshold-bumps-a-tiny-2-2" target="_blank" rel="noopener">here</a>).</li>
<li>Hakuhodo bid slightly more, and lowered its minimum, thereby <em>nearly</em> ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...</li>
</ul>



Digital Holdings Inc (2389 JP) jumped today after spending a week or more at levels just above the revised Tender Price of Hakuhodo Dy Holdings (2433 JP). 
SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed here).
Hakuhodo bid slightly more, and lowered its minimum, thereby nearly ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...


[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint

TSURUHA HOLDINGS INC. is a holding company which manages subsidiaries that operate drug stores in Hokkaido and the Tohoku area.  The Company's product line includes drugs, cosmetics, and household utensils.

<ul>
<li>A month ago I wrote <a href="https://www.smartkarma.com/insights/japan-activism-m-a-closing-in-on-the-tsuruha-partial-tender-likely-needs-to-be-higher" target="_blank" data-smartkarma-citation="insights:206132" rel="noopener">[Japan Activism/M&amp;A] - Closing In On the Tsuruha Partial Tender - Likely Needs To Be Higher</a>. Now we are &lt;2wks to the deal.  </li>
<li>At the time, I said the Partial Tender Offer Price needed to be higher than the mooted ¥2,280. <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> shares are up 10.0% in that month. </li>
<li>The three largest peers are -2.0% on average in that period. The average of 8 peers is +0.5%. I still expect the partial offer price needs to be near ¥3,100</li>
</ul>


A month ago I wrote [Japan Activism/M&amp;A] - Closing In On the Tsuruha Partial Tender - Likely Needs To Be Higher. Now we are &lt;2wks to the deal.  
At the time, I said the Partial Tender Offer Price needed to be higher than the mooted ¥2,280. Tsuruha Holdings (3391 JP) shares are up 10.0% in that month. 
The three largest peers are -2.0% on average in that period. The average of 8 peers is +0.5%. I still expect the partial offer price needs to be near ¥3,100


[Japan Activism/M&A] Thinking About the Partial Tender Trade Coming in Dec25

Governance & Activism in Japanese Markets

Japan Activism
Governance & Activism in Japanese Markets

[Japan Activism/M&A] Hogy Medical (3593) Reportedly Up For Auction - Totally Unsurprising

After a BBG article on 9 Dec and a Nikkei article this weekend sending Hogy Medical limit up y/day, this AM Hogy says Carlyle has bid ¥6700/share...

Travis Lundy

[Japan Activism/M&A] Activist Launches Partial Tender to Put Microcap Broadmedia (4347 JP) In Play

An Activist owns 28% and is now launching a partial offer to go to 39%. That's big. We will need to wait for a response but the company's future is...

Travis Lundy

[Japan Activism] Mandom (4917) Holders Get an Early Win as MBO Bidder CVC Bumps 29%

Activists activisted. The company agreed to open a new bidding process when activists got too big. Now the original MBO Bidco has agreed to bid up...

Travis Lundy

[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint

It appears SilverCape is going to bid higher AND bid for more stock in an effort to offset the Board's (groundless) complaints about coerciveness....

Travis Lundy

[Japan Activism/M&A] Thinking About the Partial Tender Trade Coming in Dec25

Tsuruha and Welcia getting smacked late this AM and early PM - down 7% just now. This looks like an unwind of pre-positioned longs for the M _ _ _...

Travis Lundy