Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Today, <a href="https://www.smartkarma.com/entities/toshiba-corp" target="_blank" data-smartkarma-citation="entities:637:1" rel="noopener">Toshiba Corp (6502 JP)</a> announced that it had received a letter from CVC yesterday which did not provide a followup proposal with any detail worth evaluating, but instead contained a statement that "CVC would step aside to await our guidance as to whether a privatization of Toshiba would suit management’s and the Board of Directors’ strategic objectives."There is a one-plus page <a href="https://www.toshiba.co.jp/about/ir/en/news/20210420_1.pdf" target="_blank" rel="noopener">statement</a> (linked here and attached below) from Toshiba. It is carefully written and worth parsing. It is also worth understanding what is in there for investors.

Today, Toshiba Corp (6502 JP) announced that it had received a letter from CVC yesterday which did not provide a followup proposal with any detail worth evaluating, but instead contained a statement that "CVC would step aside to await our guidance as to whether a privatization of Toshiba would suit management’s and the Board of Directors’ strategic objectives."There is a one-plus page statement (linked here and attached below) from Toshiba. It is carefully written and worth parsing. It is also worth understanding what is in there for investors. 

CVC Suspending Its Bid Is Just That - The Cat Is Still Out Of the Bag

Things are heating up.Some might say after today that Kurumatani-san is on the hot seat feeling considerably toasty.Over the weekend, there were more noises as the Nikkei reported that Toshiba would "take the CVC bid seriously", had set up an internal review committee to be chaired by a Vice President, and that the approvals would be expected by early summer, a Tender Offer would start in July, and if successful, Toshiba would be delisted in October. This morning there is a <a href="https://www.nikkei.com/article/DGXZQOUB1117Z0R10C21A4000000/?unlock=1" target="_blank" rel="noopener">report</a> that the large increase in position by Singapore-based (and as the Nikkei describes them "noisy shareholder" 3D Investment Partners reported in the previous insight was in fact 3D purchasing the stake from Harvard Investment Management. This is important because 3D voted against Kurumatani-san last year as director and later asked the firm to investigate vote-counting irregularities. Harvard,  with 4.7%, abstained, reportedly after former GPIF CIO Hiromichi Mizuno - champion of governance and stewardship while at GPIF and then-special advisor to METI - communicated with Harvard and voiced the possibility that if they voted against Kurumatani-san there could be a probe based on the idea that if shareholders coordinate to vote without declaring joint ownership, there can be issues (Reuters <a href="https://www.reuters.com/article/toshiba-board-idUSKBN28X0O6" target="_blank" rel="noopener">report</a>, FT <a href="https://www.ft.com/content/bdfff63b-93a4-451c-a98f-a22548106327" target="_blank" rel="noopener">article</a>).Now there appears to be no issue of a Harvard abstention and clear increase in voting power for shares held by those who would challenge management (with or without Kurumatani-san) on capital and management policy, but to be clear, votes FOR are measured as a percentage of votes PLUS active abstentions. If Harvard actively abstained (rather than passively not voting), then this won't change the support ratio (it would just change the optics). IF the 21.4mm share position moved from passive abstention to active opposition, it would have lowered the votes FOR from 57.98% to 54.46%, but Kurumatani-san would have squeaked through still. The entire situation is great fun. The situation of Toshiba governance has become something of a governance nightmare and with national security issues at stake for a minority of the business, a potential bureaucratic quagmire. But the company is doing decently well, and is long a desirable asset, and there are LOTS of shareholders who are heavily vested in seeing this through. And it appears with the March EGM result that they have a majority. Sitting in the audience, it makes me want to have a squirt gun, rubber gloves, rice, newspaper, and toast. Gotta have toast.

Things are heating up.Some might say after today that Kurumatani-san is on the hot seat feeling considerably toasty.Over the weekend, there were more noises as the Nikkei reported that Toshiba would "take the CVC bid seriously", had set up an internal review committee to be chaired by a Vice President, and that the approvals would be expected by early summer, a Tender Offer would start in July, and if successful, Toshiba would be delisted in October. This morning there is a report that the large increase in position by Singapore-based (and as the Nikkei describes them "noisy shareholder" 3D Investment Partners reported in the previous insight was in fact 3D purchasing the stake from Harvard Investment Management. This is important because 3D voted against Kurumatani-san last year as director and later asked the firm to investigate vote-counting irregularities. Harvard,  with 4.7%, abstained, reportedly after former GPIF CIO Hiromichi Mizuno - champion of governance and stewardship while at GPIF and then-special advisor to METI - communicated with Harvard and voiced the possibility that if they voted against Kurumatani-san there could be a probe based on the idea that if shareholders coordinate to vote without declaring joint ownership, there can be issues (Reuters report, FT article).Now there appears to be no issue of a Harvard abstention and clear increase in voting power for shares held by those who would challenge management (with or without Kurumatani-san) on capital and management policy, but to be clear, votes FOR are measured as a percentage of votes PLUS active abstentions. If Harvard actively abstained (rather than passively not voting), then this won't change the support ratio (it would just change the optics). IF the 21.4mm share position moved from passive abstention to active opposition, it would have lowered the votes FOR from 57.98% to 54.46%, but Kurumatani-san would have squeaked through still. The entire situation is great fun. The situation of Toshiba governance has become something of a governance nightmare and with national security issues at stake for a minority of the business, a potential bureaucratic quagmire. But the company is doing decently well, and is long a desirable asset, and there are LOTS of shareholders who are heavily vested in seeing this through. And it appears with the March EGM result that they have a majority. Sitting in the audience, it makes me want to have a squirt gun, rubber gloves, rice, newspaper, and toast. Gotta have toast. 

Gaming Out a CVC Bid for Toshiba - The Right Noises, The Wrong Price, and Toast

President

Thomas Coughlin

Coughlin Associates

Equity Bottom-Up

After the pandemic ends, work will not be the same.  Although face to face interactions are important, many people will continue to do some work at home.  Likewise, many people will use telecommunication tools rather than travel for more remote interactions than in the past.  This will drive demand for data center processin, network and storage resources to support these trends and thus drive demand for high capacity HDDs, high performance SSDs and low-cost tape storage solutions.

After the pandemic ends, work will not be the same.  Although face to face interactions are important, many people will continue to do some work at home.  Likewise, many people will use telecommunication tools rather than travel for more remote interactions than in the past.  This will drive demand for data center processin, network and storage resources to support these trends and thus drive demand for high capacity HDDs, high performance SSDs and low-cost tape storage solutions.

2021 High Conviction, The Pandemic Will Drive HDD Nearline Capacity Shipment Growth

Japan/Asia Long-Short, LightStream Research

Mio Kato

Japan/Asia Long-Short

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Toshiba’s 2Q results missed consensus estimates with revenue of ¥772bn undershooting by 5.6% while OP of ¥15.7bn undershot by 51%. The latter number is less of a concern than it looks given the heavy weighting of profitability towards 4Q but as we have been warning Toshiba appears to be trying to hit unrealistic OP targets to please activists and we believe it is increasingly clear that they are unlikely to succeed. It is, however, cheap and has underperformed of late.

Toshiba’s 2Q results missed consensus estimates with revenue of ¥772bn undershooting by 5.6% while OP of ¥15.7bn undershot by 51%. The latter number is less of a concern than it looks given the heavy weighting of profitability towards 4Q but as we have been warning Toshiba appears to be trying to hit unrealistic OP targets to please activists and we believe it is increasingly clear that they are unlikely to succeed. It is, however, cheap and has underperformed of late.

Toshiba – On Track to Hit Imaginary “If Only COVID Hadn’t Happened” Guidance

With the planned IPO for Kioxia being delayed for at least a few months, we wonder whether this brings Toshiba Tec more into play. As the lone listed subsidiary of Toshiba to not have its fate decided yet, Toshiba Tec is in an interesting position, especially because we consider its portfolio of products and services to be quite an interesting asset when moving into the data age.

With the planned IPO for Kioxia being delayed for at least a few months, we wonder whether this brings Toshiba Tec more into play. As the lone listed subsidiary of Toshiba to not have its fate decided yet, Toshiba Tec is in an interesting position, especially because we consider its portfolio of products and services to be quite an interesting asset when moving into the data age.

Toshiba Tec – Where Is Toshiba Tec Headed?

Japan

TOSHIBA TEC CORPORATION manufactures electronic equipment for distribution system, document processing, and household use.  The Company's products include Point of Sale (POS) systems, bar code scanners, copy machines, printers, and vacuum cleaners.

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Toshiba Tec (6588 JP)

CVC Suspending Its Bid Is Just That - The Cat Is Still Out Of the Bag

CVC has stepped on the brakes. That's stupid. Reputation- and business-wise. But the cat is out of the bag. Toshiba has categorically stated it is...

Travis Lundy

Gaming Out a CVC Bid for Toshiba - The Right Noises, The Wrong Price, and Toast

Toshiba's PE Fund suitor has detailed a timeline, and help from the DBJ and JIC with funding, would also provide a voting rights fallback....

Travis Lundy

2021 High Conviction, The Pandemic Will Drive HDD Nearline Capacity Shipment Growth

This 2021 high conviction article shows why nearline HDD storage will continue to grow in 2021, driven by data center expansion plans that were...

Thomas Coughlin

Toshiba – On Track to Hit Imaginary “If Only COVID Hadn’t Happened” Guidance

Toshiba's results continue to be presented in an overly optimistic fashion in our opinion. Nevertheless, share price underperformance appears to...

Mio Kato

Toshiba Tec – Where Is Toshiba Tec Headed?

With the planned IPO for Kioxia being delayed for at least a few months, we wonder whether this brings Toshiba Tec more into play. As the lone...

Mio Kato

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