Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On Friday, <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>, <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a>, and <a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> announced the Tsuruha/Welcia merger and Partial Tender to get Aeon to 50+% of NEWCO.</li>
<li>The scrip ratio short-changes Tsuruha shareholders. The subsequent partial offer to raise Aeon's stake above 50% is low too. 9.7% shareholder Orbis is already out with a complaint.</li>
<li>But... all is not lost. There are some interesting angles here to complain. </li>
</ul>


On Friday, Tsuruha Holdings (3391 JP), Welcia Holdings (3141 JP), and Aeon Co Ltd (8267 JP) announced the Tsuruha/Welcia merger and Partial Tender to get Aeon to 50+% of NEWCO.
The scrip ratio short-changes Tsuruha shareholders. The subsequent partial offer to raise Aeon's stake above 50% is low too. 9.7% shareholder Orbis is already out with a complaint.
But... all is not lost. There are some interesting angles here to complain. 


Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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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/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> and <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> announced a merger through a share exchange followed by a partial tender offer by Aeon for a 50.90% stake of the merged entity.</li>
<li>The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha shareholder vote is high risk as Orbis, the second-largest shareholder, <a href="https://www.businesswire.com/news/home/20250411005584/en/Orbis-Statement-on-Proposed-Merger-Between-Tsuruha-and-Welcia-and-Proposed-Tender-Offer-by-Aeon" target="_blank" rel="noopener">intends to vote NO</a>. </li>
<li>
<a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a>’s follow-up partial offer for Tsuruha is unattractive compared to its previous offer for the Oasis stake, peer multiples and premium to the undisturbed price.   </li>
</ul>



Tsuruha Holdings (3391 JP) and Welcia Holdings (3141 JP) announced a merger through a share exchange followed by a partial tender offer by Aeon for a 50.90% stake of the merged entity.
The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha shareholder vote is high risk as Orbis, the second-largest shareholder, intends to vote NO. 

Aeon Co Ltd (8267 JP)’s follow-up partial offer for Tsuruha is unattractive compared to its previous offer for the Oasis stake, peer multiples and premium to the undisturbed price.   


Tsuruha (3391 JP): Welcia (3141 JP) Share Exchange and Aeon (8267 JP) Partial Offer Unattractive

<ul>
<li>Tsuruha and Welcia are on the road to a merger, where Tsuruha takes over Welcia but Aeon ends up owning "more than 50% but less than 51%" of Tsuruha.</li>
<li>The Price Ratio is now 4.24x. Trailing EPS ratios is &gt;5. Forward EPS ratios are further above 5. BVPS ratio? Near 5. Welcia grows storecount. Tsuruha makes more money/store.</li>
<li>Tsuruha changed its FY-end to match that of Welcia/Aeon so both will report earnings/guidance in just over 3 weeks. That will likely influence the ratio.</li>
</ul>


Tsuruha and Welcia are on the road to a merger, where Tsuruha takes over Welcia but Aeon ends up owning "more than 50% but less than 51%" of Tsuruha.
The Price Ratio is now 4.24x. Trailing EPS ratios is &gt;5. Forward EPS ratios are further above 5. BVPS ratio? Near 5. Welcia grows storecount. Tsuruha makes more money/store.
Tsuruha changed its FY-end to match that of Welcia/Aeon so both will report earnings/guidance in just over 3 weeks. That will likely influence the ratio.


Tsuruha (3391) - Welcia (3141) - Tsuruha Earnings In a Week - Still Good To Be Long The Ratio

<ul>
<li>In late December, a Jiji article said Tsuruha &amp; Welcia would look to integrate by end-2025, now that they no longer need SEC approval. Odd language, but we'll take it.</li>
<li>That means we look to what might happen between here and there. The companies will hire Legal and Financial Advisors, wait until both report FY, then start negotiating.</li>
<li>What has been the long-term trend and the trend of the last two years is different. It's worthwhile looking at valuations and expectations to decide how to trade. It's good.</li>
</ul>


In late December, a Jiji article said Tsuruha &amp; Welcia would look to integrate by end-2025, now that they no longer need SEC approval. Odd language, but we'll take it.
That means we look to what might happen between here and there. The companies will hire Legal and Financial Advisors, wait until both report FY, then start negotiating.
What has been the long-term trend and the trend of the last two years is different. It's worthwhile looking at valuations and expectations to decide how to trade. It's good.


Tsuruha (3391) - Welcia (3141) Future Merger Ratio - Pounding the Table

David Blennerhassett

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha (3391 JP)</a> and <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia (3141 JP)</a> may merge quicker than expected. Meaning a one-year "guess the price" ratio. Expect Tsuruha to gain against Welcia from here.</li>
<li>PUSUs exist in Hong Kong. In its bid for <a href="https://www.smartkarma.com/entities/greatview-aseptic-packaging" target="_blank" data-smartkarma-citation="entities:10802:1" rel="noopener">GAPack (468 HK)</a>, XJF should sound out the SFC to put Bi/Hong on notice. </li>
<li>
<a href="https://www.smartkarma.com/entities/canvest-environmental-protection-group-co-ltd" target="_blank" data-smartkarma-citation="entities:100:1" rel="noopener">Canvest Environmental (1381 HK)</a> effectively ticks off another pre-con. This transaction continues to trade too wide to terms. </li>
</ul>



Tsuruha (3391 JP) and Welcia (3141 JP) may merge quicker than expected. Meaning a one-year "guess the price" ratio. Expect Tsuruha to gain against Welcia from here.
PUSUs exist in Hong Kong. In its bid for GAPack (468 HK), XJF should sound out the SFC to put Bi/Hong on notice. 

Canvest Environmental (1381 HK) effectively ticks off another pre-con. This transaction continues to trade too wide to terms. 


Last Week in Event SPACE: Tsuruha/Welcia, GAPack, Canvest, HKBN

Japan

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.

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Tsuruha Holdings (3391 JP)

Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

The Tsuruha/Welcia/Aeon deal was announced Friday with Welcia Q2 results. Not great Bob. The Tsuruha/Welcia deal takes place well on the wrong side...

Travis Lundy

Tsuruha (3391) - Welcia (3141) - Tsuruha Earnings In a Week - Still Good To Be Long The Ratio

The Tsuruha/Welcia trade is a good-looking "guess the ratio" trade because Tsuruha wins on PBR, PER, forward PER, etc. The price ratio should be...

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Tsuruha (3391) - Welcia (3141) Future Merger Ratio - Pounding the Table

Tsuruha and Welcia are expected to merge next year after determining their integration plan and merger ratio by end-2025. The fundamentals (PER, EV...

Travis Lundy

Last Week in Event SPACE: Tsuruha/Welcia, GAPack, Canvest, HKBN

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

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52-week Range

Market Cap (USDm)

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Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

The Tsuruha/Welcia/Aeon deal was announced Friday with Welcia Q2 results. Not great Bob. The Tsuruha/Welcia deal takes place well on the wrong side...

Travis Lundy

Tsuruha (3391 JP): Welcia (3141 JP) Share Exchange and Aeon (8267 JP) Partial Offer Unattractive

Unsurprisingly, Orbis has opposed the transactions, as the terms of the share exchange and partial offer are unfavourable for Tsuruha shareholders....

Arun George

Tsuruha (3391) - Welcia (3141) - Tsuruha Earnings In a Week - Still Good To Be Long The Ratio

The Tsuruha/Welcia trade is a good-looking "guess the ratio" trade because Tsuruha wins on PBR, PER, forward PER, etc. The price ratio should be...

Travis Lundy

Tsuruha (3391) - Welcia (3141) Future Merger Ratio - Pounding the Table

Tsuruha and Welcia are expected to merge next year after determining their integration plan and merger ratio by end-2025. The fundamentals (PER, EV...

Travis Lundy

Last Week in Event SPACE: Tsuruha/Welcia, GAPack, Canvest, HKBN

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett