Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Today, the day before the previously extended <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> Partial Tender Offer for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> was due to expire, M3 extended it another 20 days.</li>
<li>
<a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a> several days ago extended their expected start date by weeks - from mid-January to early February. </li>
<li>The wording in the new <a href="https://corporate.m3.com/assets.ctfassets.net/1pwj74siywcy/4uecKStlttjhRmZYyPSB6C/944bc5119e67c0b1780c24aac8936476/Public_E_20240116.pdf" target="_blank" rel="noopener">document</a> from M3 is curious. It bears examination. As does the strategy positioning and choice of each of the participants. </li>
</ul>


Today, the day before the previously extended M3 Inc (2413 JP) Partial Tender Offer for Benefit One Inc (2412 JP) was due to expire, M3 extended it another 20 days.

Dai Ichi Life Insurance (8750 JP) several days ago extended their expected start date by weeks - from mid-January to early February. 
The wording in the new document from M3 is curious. It bears examination. As does the strategy positioning and choice of each of the participants. 


David Blennerhassett

<ul>
<li>I tally 52 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>Three new deals discussed this week on Smartkarma: <a href="https://www.smartkarma.com/entities/red-5-ltd" target="_blank" data-smartkarma-citation="entities:7940:1" rel="noopener">Red 5 (RED AU)</a>/<a href="https://www.smartkarma.com/entities/silver-lake-resources-ltd" target="_blank" data-smartkarma-citation="entities:6529:1" rel="noopener">Silver Lake Resources (SLR AU)</a> merger; <a href="https://www.smartkarma.com/entities/ssangyong-cement-industrial-co-ltd" target="_blank" data-smartkarma-citation="entities:9345:1" rel="noopener">Ssangyong Cement Industrial (003410 KS)</a>'s Tender Offer; and <a href="https://www.smartkarma.com/entities/lawson-inc" target="_blank" data-smartkarma-citation="entities:1040:1" rel="noopener">Lawson (2651 JP)</a> Tender Offer.</li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/symbio-holdings-ltd" target="_blank" data-smartkarma-citation="entities:20292:1" rel="noopener">Symbio (SYM AU)</a>, <a href="https://www.smartkarma.com/entities/bwp-trust" target="_blank" data-smartkarma-citation="entities:11056:1" rel="noopener">Bwp Trust (BWP AU)</a>, <a href="https://www.smartkarma.com/entities/vinda-international-holdings-limited" target="_blank" data-smartkarma-citation="entities:475:1" rel="noopener">Vinda (3331 HK)</a>, <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a>, <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One (2412 JP)</a>, <a href="https://www.smartkarma.com/entities/kerry-express-thailand" target="_blank" data-smartkarma-citation="entities:29253:1" rel="noopener">Kerry Express Thailand (KEX TB)</a>, <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys (HOLI US)</a> 
</li>
</ul>


I tally 52 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Three new deals discussed this week on Smartkarma: Red 5 (RED AU)/Silver Lake Resources (SLR AU) merger; Ssangyong Cement Industrial (003410 KS)'s Tender Offer; and Lawson (2651 JP) Tender Offer.
Key updates took place on: Symbio (SYM AU), Bwp Trust (BWP AU), Vinda (3331 HK), JSR Corp (4185 JP), Benefit One (2412 JP), Kerry Express Thailand (KEX TB), Hollysys (HOLI US) 



(Mostly) Asia-Pac Weekly Risk Arb Wrap: Silver Lake, Ssangyong Cement, Vinda, Benefit One, Hollysys

<ul>
<li>The deal from Dai-Ichi Life for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> appears language I did not get the first time around. The JPY 1800/share price is a proposed combined value.
</li>
<li>The deal would then lower the TOB price to Pasona, and share the benefits from that lower price to Benefit One minorities. </li>
<li>That suggests more upside to Benefit One than I originally thought, and less upside (but still a chunk) to Pasona.</li>
</ul>


The deal from Dai-Ichi Life for Benefit One Inc (2412 JP) appears language I did not get the first time around. The JPY 1800/share price is a proposed combined value.

The deal would then lower the TOB price to Pasona, and share the benefits from that lower price to Benefit One minorities. 
That suggests more upside to Benefit One than I originally thought, and less upside (but still a chunk) to Pasona.


New Benefit One Deal Recalculated, More Benefit for All, Less for One

<ul>
<li>Today post-close, life insurer <a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a> announced plans to launch a Tender Offer to buy out all minorities in <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> at ¥1,800/share. </li>
<li>M3's Partial (55%) Tender at ¥1,600/share ending next week is obviously a question. </li>
<li>This is GREAT news for M&amp;A in Japan. It's good for holders of Benefit One and <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> too.</li>
</ul>


Today post-close, life insurer Dai Ichi Life Insurance (8750 JP) announced plans to launch a Tender Offer to buy out all minorities in Benefit One Inc (2412 JP) at ¥1,800/share. 
M3's Partial (55%) Tender at ¥1,600/share ending next week is obviously a question. 
This is GREAT news for M&amp;A in Japan. It's good for holders of Benefit One and Pasona Group (2168 JP) too.


Dai-Ichi Life (8750) Proposes a Full Takeover of Benefit One (2412), Overbidding M3

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> has recommended <a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a>’s revised offer of JPY2,173, a 2.4% and 90.1% premium to the previous offer and undisturbed price, respectively.</li>
<li>The Board and <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> secured the highest price. <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> tabled an alternative proposal but Pasona had concerns about the plan's tax treatment.</li>
<li>Based on the irrevocables, the minimum acceptance condition requires a 31.6% minority acceptance rate, achievable due to the high premium and the competitive bidding process.  </li>
</ul>



Benefit One Inc (2412 JP) has recommended Dai Ichi Life Insurance (8750 JP)’s revised offer of JPY2,173, a 2.4% and 90.1% premium to the previous offer and undisturbed price, respectively.
The Board and Pasona Group (2168 JP) secured the highest price. M3 Inc (2413 JP) tabled an alternative proposal but Pasona had concerns about the plan's tax treatment.
Based on the irrevocables, the minimum acceptance condition requires a 31.6% minority acceptance rate, achievable due to the high premium and the competitive bidding process.  


Benefit One (2412 JP): Dai-Ichi Life (8750 JP) Prevails with a JPY2,173 Offer

Japan

Benefit One Inc. provides outsourcing services to major corporations in Japan. The Company provides a variety of benefit programs such as leisure, education, child care, nursing care and meal services for employees of the client companies.

Benefit One Inc (2412 JP)

Benefit One (2412): The Plot Thickens

Dai-Ichi Life extended its "expected Tender launch" by a couple of weeks about 5 days ago. That went past M3's TOB end. BenefitOne asked them to...

Travis Lundy

(Mostly) Asia-Pac Weekly Risk Arb Wrap: Silver Lake, Ssangyong Cement, Vinda, Benefit One, Hollysys

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

New Benefit One Deal Recalculated, More Benefit for All, Less for One

The Dai-Ichi deal for Benefit One is not ¥1800 price but ¥1800 VALUE to everyone, where Pasona gets less and minorities get more. Both hypothetical...

Travis Lundy

Dai-Ichi Life (8750) Proposes a Full Takeover of Benefit One (2412), Overbidding M3

Dai Ichi Life launches a last-minute overbid for all of Benefit One (2412), gazumping the M3 deal. This puts Benefit One's Board in a quandary. But...

Travis Lundy

Benefit One (2412 JP): Dai-Ichi Life (8750 JP) Prevails with a JPY2,173 Offer

Based on the irrevocables, the minimum acceptance condition requires a 31.6% minority acceptance rate, achievable due to the high premium to the...

Arun George