Expert on Japan Retail and Consumer Markets, JapanConsuming

Michael Causton

Expert on Japan Retail and Consumer Markets

Real Insight on Japanese Consumer Markets

JapanConsuming

JapanConsuming is a specialist research firm producing intelligence on Japanese retail and consumer markets. Founded in 2000, JapanConsuming has become the leading provider of insights on Japanese retailers and consumer trends to retailers, brands, government agencies and investors. As well as a highly regarded monthly report on the market, JapanConsuming produces in-depth reports on retail sectors, seminars on key trends and telephone consulting to investors on trends and retailers.

JapanConsuming was founded by Michael Causton and Roy Larke. 

Equity Bottom-Up

<p>Thanks to Covid-19 and the more long-term shift to digital shopping, the big three e-commerce platforms, Amazon, Rakuten and Z Holdings, plundered the physical retail sector last year, grabbing a significantly increased share of consumption, but the wider battle for digital dominance isn’t over yet.</p><p>Z Holdings is just closing on its deal with <a href="https://www.smartkarma.com/entities/line-corp" target="_blank" data-smartkarma-citation="entities:22772:1" rel="noopener">LINE Corp (3938 JP)</a> and following that up with a proposed ¥500 billion investment programme which includes a focus on e-commerce. </p><p>But <a href="https://www.smartkarma.com/entities/rakuten-inc" target="_blank" data-smartkarma-citation="entities:31:1" rel="noopener">Rakuten Inc (4755 JP)</a> has already responded this week with its breakthrough deal with <a href="https://www.smartkarma.com/entities/japan-post-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:359:1" rel="noopener">Japan Post Holdings (6178 JP), </a><a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a> and <a href="https://www.smartkarma.com/entities/walmart-inc" target="_blank" data-smartkarma-citation="entities:11134:1" rel="noopener">Walmart (WMT US).</a></p><p>Meanwhile, despite these efforts by the two domestics giants, <a href="https://www.smartkarma.com/entities/amazon-com-inc" target="_blank" data-smartkarma-citation="entities:409:1" rel="noopener">Amazon.com Inc (AMZN US)</a> remained Japan's largest e-commerce operator in 2020 (by Gross Transaction Values) and doesn't look like giving up its poll position anytime soon.</p><p>ZHD has a lot of advantages and strengths on the customer capture and marketing side. It has one of the biggest and more alluring datasets of Japanese consumers out there, which is not just social media handles and click data but names and addresses and – adding in Zozo data – body and foot size and, as of last month, skin type.</p><p>ZHD needs to work hard to integrate all this and if it does so, will have a shot at leadership in digital ecosystems, but to win in e-commerce it must do something about fulfilment where it remains worryingly weak.</p>

Thanks to Covid-19 and the more long-term shift to digital shopping, the big three e-commerce platforms, Amazon, Rakuten and Z Holdings, plundered the physical retail sector last year, grabbing a significantly increased share of consumption, but the wider battle for digital dominance isn’t over yet.Z Holdings is just closing on its deal with LINE Corp (3938 JP) and following that up with a proposed ¥500 billion investment programme which includes a focus on e-commerce. But Rakuten Inc (4755 JP) has already responded this week with its breakthrough deal with Japan Post Holdings (6178 JP), Tencent Holdings (700 HK) and Walmart (WMT US).Meanwhile, despite these efforts by the two domestics giants, Amazon.com Inc (AMZN US) remained Japan's largest e-commerce operator in 2020 (by Gross Transaction Values) and doesn't look like giving up its poll position anytime soon.ZHD has a lot of advantages and strengths on the customer capture and marketing side. It has one of the biggest and more alluring datasets of Japanese consumers out there, which is not just social media handles and click data but names and addresses and – adding in Zozo data – body and foot size and, as of last month, skin type.ZHD needs to work hard to integrate all this and if it does so, will have a shot at leadership in digital ecosystems, but to win in e-commerce it must do something about fulfilment where it remains worryingly weak.

E-Commerce Wars in Japan: How Z Holdings Is Facing off Against Rakuten and Amazon

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

NTT (Nippon Telegraph & Telephone) / Event-Driven

NTT (Nippon Telegraph & Telephone) (9432 JP)

<p>On 29 September 2020, <a href="https://www.smartkarma.com/entities/nippon-telegraph-telephone-corporation" target="_blank" data-smartkarma-citation="entities:623:1" rel="noopener">NTT (Nippon Telegraph &amp; Telephone) (9432 JP)</a> announced it would buy out minorities of <a href="https://www.smartkarma.com/entities/ntt-docomo-inc" target="_blank" data-smartkarma-citation="entities:1089:1" rel="noopener">NTT Docomo Inc (9437 JP)</a> in a $40 billion buyout - the biggest Tender Offer Japan had ever seen. </p><p>As it was financed with debt, that constituted the single biggest "stock buyback" that NTT could possibly have executed. Normally, NTT buys back ¥200-350bn of <em>stock</em> per year. With this buyout bought ¥200+bn of <em>net income</em> per year. </p><p>This came on top of previous statements by the CEO of NTT that the company would seek to sell and securitize trillions of yen of assets and return capital to shareholders. </p><p>Shockingly NTT shares fell on the news of the buyout. I could not fathom why. They may have overpaid what they needed to pay to get it done, but it was going to get done. They were going to pay ¥4trln of debt, <em>and zero equity</em>, to get ¥210-250bn in net income and ¥400bn+ of operating cashflow, presumably for a very long time, in exchange for a relatively low interest rate payment.</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/169/695/original/Screenshot%202020-11-06%20at%202.31.50%20PM.png?1604644954" class="editor-image img-responsive" data-smartkarma-image-id="169695"></figure></section><div class="content-highlight">
<p>Several people contacted me when this was announced and asked whether I was worried about NTT being too indebted. </p>
<p>My blunt answer to them was that I was not at all worried. This was, in effect, a MAMMOTH BUYBACK and NTT had real estate assets, tower assets, and any number of other hard assets which could be sold or securitized to pay down debt and there was no chance that NTT was going to issue equity. The simple reason why there would be no equity top up was and is that the NTT Law requires that the government hold one-third* of the shares outstanding of NTT and there is no chance that the government is going to be convinced to buy more shares of NTT to maintain their stake. This was pure leverage and pure net income to NTT shareholders. </p>
</div><div class="content-remarks"><p>* It's a little complicated because there is some weirdness where IPO shares are excluded from the calculation, but it comes VERY close to one-third in practical terms.</p></div><h3>The NEW News</h3><p>On Friday 6 November NTT released Q2 earnings. They will not overwhelm anyone and there wasn't much talk about what the plans are for synergies at NTT Docomo, but I think that has to be expected because the Tender Offer, while a foregone conclusion in terms of rights, is not even over yet.</p><p>However I think people STILL do not look at NTT and its results the right way. What we knew Friday? <a href="https://www.smartkarma.com/entities/ntt-docomo-inc" target="_blank" data-smartkarma-citation="entities:1089:1" rel="noopener">NTT Docomo Inc (9437 JP)</a> OP in Q2 was +8.3%yoy. <a href="https://www.smartkarma.com/entities/ntt-data-corp" target="_blank" data-smartkarma-citation="entities:11232:1" rel="noopener">NTT Data Corp (9613 JP)</a> was up 9.5%yoy. What we did <em>not</em> know was that NTT ex-listed subs OP was up 4.7%yoy. That was better than expected. </p><p>NTT ex-listed subs OP has continued to grow over the years. The rolling 4Q total is the blue bars below (the red bars are the implied quarterly OP based on consensus OP annual estimates (out to March 2023) for NTT, NTT Docomo and NTT Data backing out NTT ex-listed subs).</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/169/726/original/Screenshot%202020-11-06%20at%205.21.56%20PM.png?1604654537" class="editor-image img-responsive" data-smartkarma-image-id="169726"></figure><p>What was clear from the discussion that NTT led on the day of the announcement of the Tender Offer to buy in minorities of NTT Docomo was that they saw synergies, and they saw lower costs compared to what the Street was expecting. For whatever reason, as will be discussed below, Street consensus for forward years of NTT does not include all of NTT Docomo. And it seems to include no synergies.</p></section><h3>The OTHER NEW News - A Buyback</h3><p>Up to 120mm shares spending up to ¥250bn from 11 March to 31 March 2021. </p><p>THAT was unexpected. </p><p>This deserves a discussion.</p>

On 29 September 2020, NTT (Nippon Telegraph &amp; Telephone) (9432 JP) announced it would buy out minorities of NTT Docomo Inc (9437 JP) in a $40 billion buyout - the biggest Tender Offer Japan had ever seen. As it was financed with debt, that constituted the single biggest "stock buyback" that NTT could possibly have executed. Normally, NTT buys back ¥200-350bn of stock per year. With this buyout bought ¥200+bn of net income per year. This came on top of previous statements by the CEO of NTT that the company would seek to sell and securitize trillions of yen of assets and return capital to shareholders. Shockingly NTT shares fell on the news of the buyout. I could not fathom why. They may have overpaid what they needed to pay to get it done, but it was going to get done. They were going to pay ¥4trln of debt, and zero equity, to get ¥210-250bn in net income and ¥400bn+ of operating cashflow, presumably for a very long time, in exchange for a relatively low interest rate payment.
Several people contacted me when this was announced and asked whether I was worried about NTT being too indebted. 
My blunt answer to them was that I was not at all worried. This was, in effect, a MAMMOTH BUYBACK and NTT had real estate assets, tower assets, and any number of other hard assets which could be sold or securitized to pay down debt and there was no chance that NTT was going to issue equity. The simple reason why there would be no equity top up was and is that the NTT Law requires that the government hold one-third* of the shares outstanding of NTT and there is no chance that the government is going to be convinced to buy more shares of NTT to maintain their stake. This was pure leverage and pure net income to NTT shareholders. 
* It's a little complicated because there is some weirdness where IPO shares are excluded from the calculation, but it comes VERY close to one-third in practical terms.The NEW NewsOn Friday 6 November NTT released Q2 earnings. They will not overwhelm anyone and there wasn't much talk about what the plans are for synergies at NTT Docomo, but I think that has to be expected because the Tender Offer, while a foregone conclusion in terms of rights, is not even over yet.However I think people STILL do not look at NTT and its results the right way. What we knew Friday? NTT Docomo Inc (9437 JP) OP in Q2 was +8.3%yoy. NTT Data Corp (9613 JP) was up 9.5%yoy. What we did not know was that NTT ex-listed subs OP was up 4.7%yoy. That was better than expected. NTT ex-listed subs OP has continued to grow over the years. The rolling 4Q total is the blue bars below (the red bars are the implied quarterly OP based on consensus OP annual estimates (out to March 2023) for NTT, NTT Docomo and NTT Data backing out NTT ex-listed subs).What was clear from the discussion that NTT led on the day of the announcement of the Tender Offer to buy in minorities of NTT Docomo was that they saw synergies, and they saw lower costs compared to what the Street was expecting. For whatever reason, as will be discussed below, Street consensus for forward years of NTT does not include all of NTT Docomo. And it seems to include no synergies.The OTHER NEW News - A BuybackUp to 120mm shares spending up to ¥250bn from 11 March to 31 March 2021. THAT was unexpected. This deserves a discussion.

Telco/Internet specialist

Kirk Boodry

Redex Research

<p style="text-align: justify;"><strong>Z Holdings posted Q2 20 results that were modestly ahead of consensus but its first pass at full-year guidance fell well short of analyst expectations. The difference is renewed investment to leverage solid H1 growth in eCommerce/fintech users. That makes sense but it is harder to justify a 57% YTD run in the shares with FY20 operating income growth of only 5%. Operationally, some moderation in merchandise eCommerce and sluggish ad sales was more than offset by a massive rebound in online travel and continued momentum for cashless payments.  </strong></p>

Z Holdings posted Q2 20 results that were modestly ahead of consensus but its first pass at full-year guidance fell well short of analyst expectations. The difference is renewed investment to leverage solid H1 growth in eCommerce/fintech users. That makes sense but it is harder to justify a 57% YTD run in the shares with FY20 operating income growth of only 5%. Operationally, some moderation in merchandise eCommerce and sluggish ad sales was more than offset by a massive rebound in online travel and continued momentum for cashless payments.  

Z Holdings - Q2 20 Results: Travel Business Amazes but Guidance May Be Less Appealing

<p>The life of <a href="https://www.smartkarma.com/entities/line-corp" target="_blank" data-smartkarma-citation="entities:22772:1" rel="noopener">LINE Corp (3938 JP)</a> as a listed entity with a listed future is now entering its Zombie Twilight. The Tender Offer by <a href="https://www.smartkarma.com/entities/softbank-corp" target="_blank" data-smartkarma-citation="entities:27445:1" rel="noopener">Softbank Corp (9434 JP)</a> and <a href="https://www.smartkarma.com/entities/naver-corp" target="_blank" data-smartkarma-citation="entities:16029:1" rel="noopener">Naver Corp (035420 KS)</a> to buy out minorities has ended and we now move on to the next stage. </p><p>Today the results of the Tender Offer for LINE were <a href="https://d.line-scdn.net/stf/linecorp/en/ir/all/LINE_20200916_EN_3.pdf" target="_blank" rel="noopener">announced</a> and the Offerors managed to acquire a sum total of 31,234,670 shares leaving about 25,000,000 shares left over un-tendered (plus options and converts un-converted). That is 25,000,000 million shares worth of zombie shareholders who will roam the markets until the shares' final retirement after the EGM. </p><p>That is $1.25bn+ worth of zombies at the Tender Offer Price. </p><p>The now-zombies defended their boundary, keeping the shares above the ¥5380 Tender Offer Price line from late June until the day before the Tender Offer went ex-.</p><p> </p><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/159/330/original/Screenshot%202020-09-16%20at%204.03.18%20PM.png?1600243413" class="editor-image img-responsive" data-smartkarma-image-id="159330"></figure><p></p><p>The period between now and the delisting of LINE could be 4-5 months. It could take 5-6 months to get one's money, unless one is going after appraisal rights. Then it will take a little longer, unless it takes a lot longer. </p><p>This situation is different from the post-Tender trading situation of <a href="https://www.smartkarma.com/entities/familymart-co-ltd" target="_blank" data-smartkarma-citation="entities:320:1" rel="noopener">FamilyMart Co Ltd (8028 JP)</a> and one should not expect the squeeze which happened there. </p><div>
<hr>
<p>Previous insights related to this situation and the names involved are listed below.</p>
</div><div><table class="table table-striped"><tbody>
<tr><td colspan="3" style="width: 724px;"><h2>Relevant Insights</h2></td></tr>
<tr>
<td style="width: 122px;"><strong>Date</strong></td>
<td style="width: 97px;"><strong>Author</strong></td>
<td style="width: 463px;"><strong>Title</strong></td>
</tr>
<tr><td colspan="3" style="width: 724px;"><h3>About Cashless Payments</h3></td></tr>
<tr>
<td style="width: 122px;">13 Mar 2019</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/loyalty-points-in-japan-more-loyalty-more-points-and-the-conduit-to-cashless-payments" target="_blank" data-smartkarma-citation="insights:28547" rel="noopener">Loyalty Points In Japan: More Loyalty, More Points and the Conduit to Cashless Payments</a> </td>
</tr>
<tr>
<td style="width: 122px;">2 Apr 2019</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/mio-kato-cfa" target="_blank" data-smartkarma-citation="accounts:713" rel="noopener">Mio Kato, CFA</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/mercari-why-mercari-is-likely-to-be-a-winner-in-the-cashless-wars" target="_blank" data-smartkarma-citation="insights:28946" rel="noopener">Mercari: Why Mercari Is Likely to Be a Winner in the Cashless Wars</a> </td>
</tr>
<tr>
<td style="width: 122px;">28 Jun 2019</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/supun-walpola" target="_blank" data-smartkarma-citation="accounts:1650" rel="noopener">Supun Walpola</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/paying-with-paypay-a-deep-dive-into-yahoo-japan-s-mobile-payment-business" target="_blank" data-smartkarma-citation="insights:30750" rel="noopener">Paying with PayPay: A Deep Dive into Yahoo! Japan’s Mobile Payment Business</a> </td>
</tr>
<tr>
<td style="width: 122px;">6 Jan 2020</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/lawson-and-kddi-join-forces-in-cashless-payments-war" target="_blank" data-smartkarma-citation="insights:35596" rel="noopener">Lawson and KDDI Join Forces in Cashless Payments War</a> </td>
</tr>
<tr>
<td style="width: 122px;">24 Jan 2020</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/mercari-merpay-acquisition-of-origami-pay-continues-cashless-consolidation" target="_blank" data-smartkarma-citation="insights:36051" rel="noopener">Mercari – Merpay Acquisition of Origami Pay Continues Cashless Consolidation</a> </td>
</tr>
<tr>
<td style="width: 122px;">15 Feb 2020</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/japan-payment-wars-ntt-docomo-and-merpay-origami-to-attempt-catch-up-with-paypay-and-rakuten" target="_blank" data-smartkarma-citation="insights:36609" rel="noopener">Japan Payment Wars: NTT Docomo and Merpay/Origami to Attempt Catch up with PayPay and Rakuten</a> </td>
</tr>
<tr>
<td style="width: 122px;">20 Mar 2020</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/some-resistance-to-cashless-payments-in-japan" target="_blank" data-smartkarma-citation="insights:37629" rel="noopener">Some Resistance to Cashless Payments in Japan</a> </td>
</tr>
<tr>
<td style="width: 122px;">28 Apr 2020</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/michael-causton" target="_blank" data-smartkarma-citation="accounts:2415" rel="noopener">Michael Causton</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/z-holdings-and-yamato-create-fulfilment-service-for-all-to-rival-rakuten-and-amazon" target="_blank" data-smartkarma-citation="insights:38797" rel="noopener">Z Holdings and Yamato Create Fulfilment Service for All to Rival Rakuten and Amazon</a> </td>
</tr>
<tr>
<td style="width: 122px;">29 Jul 2020</td>
<td style="width: 97px;">
<a href="https://www.smartkarma.com/profiles/supun-walpola" target="_blank" data-smartkarma-citation="accounts:1650" rel="noopener">Supun Walpola</a> </td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/z-holdings-alt-data-paypay-mall-and-paypay-flea-market-continue-to-disappoint" target="_blank" data-smartkarma-citation="insights:41671" rel="noopener">Z Holdings [Alt Data]: PayPay Mall and PayPay Flea Market Continue to Disappoint</a> </td>
</tr>
<tr><td colspan="3" style="width: 724px;"></td></tr>
<tr><td colspan="3" style="width: 724px;"><h3>About This Deal</h3></td></tr>
<tr>
<td style="width: 122px;">14 Nov 2019</td>
<td style="width: 97px;">Travis Lundy</td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/z-and-line-sitting-in-a-tree-m-e-r-g-i-n-g" target="_blank" data-smartkarma-citation="insights:34463" rel="noopener">Z and LINE, Sitting in a Tree... M.E.R.G.I.N... G...?</a> </td>
</tr>
<tr>
<td style="width: 122px;">18 Nov 2019</td>
<td style="width: 97px;">Travis Lundy</td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/line-and-z-sitting-in-a-tree-m-e-r-g-i-n-g-and-a-tender-offer" target="_blank" data-smartkarma-citation="insights:34560" rel="noopener">LINE and Z, Sitting in a Tree... M.E.R.G.I.N.G! And a Tender Offer!</a> </td>
</tr>
<tr>
<td style="width: 122px;">26 Dec 2019</td>
<td style="width: 97px;">Travis Lundy</td>
<td style="width: 463px;"><a href="https://www.smartkarma.com/insights/new-deal-for-line-a-lot-like-the-old-deal" target="_blank" rel="noopener">NEW Deal for LINE (A Lot Like the Old Deal)</a></td>
</tr>
<tr>
<td style="width: 122px;">6 July 2020</td>
<td style="width: 97px;">Travis Lundy</td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/market-is-pricing-a-line-bump-should-it" target="_blank" data-smartkarma-citation="insights:40976" rel="noopener">Market Is Pricing a LINE Bump - Should It?</a> </td>
</tr>
<tr>
<td style="width: 122px;">22 July 2020</td>
<td style="width: 97px;">Travis Lundy</td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/a-line-bump-the-other-argument-against" target="_blank" data-smartkarma-citation="insights:41419" rel="noopener">A LINE Bump - The Other Argument Against</a> </td>
</tr>
<tr>
<td style="width: 122px;">29 July 2020</td>
<td style="width: 97px;">Travis Lundy</td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/line-3938-this-is-not-the-kitchen-sink-you-are-looking-for" target="_blank" data-smartkarma-citation="insights:41674" rel="noopener">LINE (3938) - This Is Not the Kitchen Sink You Are Looking For</a> </td>
</tr>
<tr>
<td style="width: 122px;">3 August 2020</td>
<td style="width: 97px;">Travis Lundy</td>
<td style="width: 463px;">
<a href="https://www.smartkarma.com/insights/the-end-of-the-line-3938" target="_blank" data-smartkarma-citation="insights:41828" rel="noopener">The End of the LINE (3938)</a> </td>
</tr>
</tbody></table></div><div><p><em>In addition to the above insights, Michael Causton's <a href="https://www.smartkarma.com/insights/the-zozo-revival-a-new-private-brand-of-many-names-category-expansion-merchants-return" target="_blank" data-smartkarma-citation="insights:41520" rel="noopener">The Zozo Revival: A New Private Brand of Many Names, Category Expansion, Merchants Return</a> is worth a read to know more about Z Holdings going forward and <a href="https://www.smartkarma.com/profiles/mio-kato-cfa" target="_blank" data-smartkarma-citation="accounts:713" rel="noopener">Mio Kato, CFA</a>'s <a href="https://www.smartkarma.com/insights/zozo-nice-results-but-it-s-just-a-covid-bump" target="_blank" data-smartkarma-citation="insights:41718" rel="noopener">Zozo – Nice Results but It’s Just a COVID Bump</a> takes the view that results announced last week were less impressive than the headline numbers.</em></p></div>

The life of LINE Corp (3938 JP) as a listed entity with a listed future is now entering its Zombie Twilight. The Tender Offer by Softbank Corp (9434 JP) and Naver Corp (035420 KS) to buy out minorities has ended and we now move on to the next stage. Today the results of the Tender Offer for LINE were announced and the Offerors managed to acquire a sum total of 31,234,670 shares leaving about 25,000,000 shares left over un-tendered (plus options and converts un-converted). That is 25,000,000 million shares worth of zombie shareholders who will roam the markets until the shares' final retirement after the EGM. That is $1.25bn+ worth of zombies at the Tender Offer Price. The now-zombies defended their boundary, keeping the shares above the ¥5380 Tender Offer Price line from late June until the day before the Tender Offer went ex-. The period between now and the delisting of LINE could be 4-5 months. It could take 5-6 months to get one's money, unless one is going after appraisal rights. Then it will take a little longer, unless it takes a lot longer. This situation is different from the post-Tender trading situation of FamilyMart Co Ltd (8028 JP) and one should not expect the squeeze which happened there. 

Previous insights related to this situation and the names involved are listed below.

Relevant Insights

Date
Author
Title

About Cashless Payments

13 Mar 2019

Michael Causton 

Loyalty Points In Japan: More Loyalty, More Points and the Conduit to Cashless Payments 


2 Apr 2019

Mio Kato, CFA 

Mercari: Why Mercari Is Likely to Be a Winner in the Cashless Wars 


28 Jun 2019

Supun Walpola 

Paying with PayPay: A Deep Dive into Yahoo! Japan’s Mobile Payment Business 


6 Jan 2020

Michael Causton 

Lawson and KDDI Join Forces in Cashless Payments War 


24 Jan 2020

Michael Causton 

Mercari – Merpay Acquisition of Origami Pay Continues Cashless Consolidation 


15 Feb 2020

Michael Causton 

Japan Payment Wars: NTT Docomo and Merpay/Origami to Attempt Catch up with PayPay and Rakuten 


20 Mar 2020

Michael Causton 

Some Resistance to Cashless Payments in Japan 


28 Apr 2020

Michael Causton 

Z Holdings and Yamato Create Fulfilment Service for All to Rival Rakuten and Amazon 


29 Jul 2020

Supun Walpola 

Z Holdings [Alt Data]: PayPay Mall and PayPay Flea Market Continue to Disappoint 


About This Deal

14 Nov 2019
Travis Lundy

Z and LINE, Sitting in a Tree... M.E.R.G.I.N... G...? 


18 Nov 2019
Travis Lundy

LINE and Z, Sitting in a Tree... M.E.R.G.I.N.G! And a Tender Offer! 


26 Dec 2019
Travis Lundy
NEW Deal for LINE (A Lot Like the Old Deal)


6 July 2020
Travis Lundy

Market Is Pricing a LINE Bump - Should It? 


22 July 2020
Travis Lundy

A LINE Bump - The Other Argument Against 


29 July 2020
Travis Lundy

LINE (3938) - This Is Not the Kitchen Sink You Are Looking For 


3 August 2020
Travis Lundy

The End of the LINE (3938) 

In addition to the above insights, Michael Causton's The Zozo Revival: A New Private Brand of Many Names, Category Expansion, Merchants Return is worth a read to know more about Z Holdings going forward and Mio Kato, CFA's Zozo – Nice Results but It’s Just a COVID Bump takes the view that results announced last week were less impressive than the headline numbers.

Equity Capital Markets

<p>On 21 May, <a href="https://www.smartkarma.com/entities/softbank-group-corp" target="_blank" data-smartkarma-citation="entities:315:1" rel="noopener">Softbank Group (9984 JP)</a>  <a href="https://group.softbank/en/news/press/20200521" target="_blank" rel="noopener">announced</a> a sale of approximately 240 million shares of <a href="https://www.smartkarma.com/entities/softbank-corp" target="_blank" data-smartkarma-citation="entities:27445:1" rel="noopener">Softbank Corp (9434 JP)</a> - roughly 5.0% of shares outstanding - at a price of ¥1,306.5-1,320/share (a discount of 4.0-5.0% to the close that day of ¥1,375). It lowered the consolidated holding of Softbank Corp from 67.1% to 62.1% and was not unexpected given the fact that Softbank Group had previously <a href="https://group.softbank/en/news/press/20200323" target="_blank" rel="noopener">announced</a> a "JPY 4.5 trillion (USD 41 billion) Program to Repurchase Shares and Reduce Debt" on 23 March. This would lose Softbank Group the <em>super</em>-majority but that had to be expected eventually. </p>
<p>The block sale announced 21 May had been <em>preceded</em> by an announcement at the earnings results a day before that Softbank Group had sold $11.5bn of <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" data-smartkarma-citation="entities:787:1" rel="noopener">Alibaba Group (BABA US)</a> shares and was followed a month later by the <a href="https://group.softbank/en/news/press/20200624" target="_blank" rel="noopener">announcement</a> of a sale of US$20bn of <a href="https://www.smartkarma.com/entities/t-mobile-us-inc" target="_blank" data-smartkarma-citation="entities:922:1" rel="noopener">T Mobile Us Inc (TMUS US)</a> which got them to ¥3.7trln of assets sold and cash raised. The Softbank Group <a href="https://group.softbank/system/files/pdf/ir/presentations/2020/investor-presentation_q1fy2020_01_en.pdf" target="_blank" rel="noopener">Q1 Investor Presentation</a> from 12 August showed that a slightly larger amount had been raised because of better execution on the forward sale of Alibaba shares, but it should be noted that had other costs associated. Other gains were made by selling other small positions and the write-back of previously-unrecognized NOL tax-loss carry-forwards at SBG due to the sale of Softbank Corp shares.</p>
<p>HUGE progress had been made, and the hindrance to Softbank's plans at this point are mostly market liquidity for their own shares. </p>
<h2>The NEW News</h2>
<p>Today (28 August) after the close, Softbank Group <a href="https://group.softbank/system/files/news/press/2020/20200828/pdf/20200828_en.pdf" target="_blank" rel="noopener">announced</a> a selldown of up to 1.028bn shares (the sale of 927.49mm shares is underwritten, and there are another 100.5mm shares in the greenshoe) of Softbank Corp, which would take its stake from 61.97% (62.47% including Treasury Shares) to 40.32% (40.64% incl Treasury shares immediately, 41.34% if the Softbank Corp buyback is executed), whereupon Softbank Group would hold its remaining position for the "medium-to-long-term."</p>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/155/595/original/Screenshot%202020-08-28%20at%205.28.04%20PM.png?1598606901" class="editor-image img-responsive" data-smartkarma-image-id="155595"></figure>
<p>Assuming the greenshoe gets done and the trade gets done at a 5% discount to the close (¥1431.5), it is a ¥1.4trln deal for 21.65% of the company. The fact that this has been mostly underwritten suggests brokers are confident the existing very high dividend yield will be attractive. </p>
<p>It is a sale targeted 75% to domestic investors and 25% to international investors.  Given the sale would lift minority-held shares out by 56.9% and likely lifts Real World Float by more than 80%, this is a deal which will be more SOLD than BOUGHT. </p>
<p>To partially mitigate the impact of the supply, Softbank Corp today <a href="https://www.softbank.jp/en/corp/set/data/news/press/sbkk/2020/20200828_01/pdf/20200828_01.pdf" target="_blank" rel="noopener">announced</a> a buyback program to buy back up to 80 million shares for up to ¥100bn to run from 1 October 2020 through 31 March 2021. Softbank Group will continue to treat Softbank Corp as a consolidated subsidiary. </p>
<p>This has potential repercussions on the sector dynamics near-term, the float, index supply/demand, etc. Much more detail below.</p>

On 21 May, Softbank Group (9984 JP)  announced a sale of approximately 240 million shares of Softbank Corp (9434 JP) - roughly 5.0% of shares outstanding - at a price of ¥1,306.5-1,320/share (a discount of 4.0-5.0% to the close that day of ¥1,375). It lowered the consolidated holding of Softbank Corp from 67.1% to 62.1% and was not unexpected given the fact that Softbank Group had previously announced a "JPY 4.5 trillion (USD 41 billion) Program to Repurchase Shares and Reduce Debt" on 23 March. This would lose Softbank Group the super-majority but that had to be expected eventually. 
The block sale announced 21 May had been preceded by an announcement at the earnings results a day before that Softbank Group had sold $11.5bn of Alibaba Group (BABA US) shares and was followed a month later by the announcement of a sale of US$20bn of T Mobile Us Inc (TMUS US) which got them to ¥3.7trln of assets sold and cash raised. The Softbank Group Q1 Investor Presentation from 12 August showed that a slightly larger amount had been raised because of better execution on the forward sale of Alibaba shares, but it should be noted that had other costs associated. Other gains were made by selling other small positions and the write-back of previously-unrecognized NOL tax-loss carry-forwards at SBG due to the sale of Softbank Corp shares.
HUGE progress had been made, and the hindrance to Softbank's plans at this point are mostly market liquidity for their own shares. 
The NEW News
Today (28 August) after the close, Softbank Group announced a selldown of up to 1.028bn shares (the sale of 927.49mm shares is underwritten, and there are another 100.5mm shares in the greenshoe) of Softbank Corp, which would take its stake from 61.97% (62.47% including Treasury Shares) to 40.32% (40.64% incl Treasury shares immediately, 41.34% if the Softbank Corp buyback is executed), whereupon Softbank Group would hold its remaining position for the "medium-to-long-term."

Assuming the greenshoe gets done and the trade gets done at a 5% discount to the close (¥1431.5), it is a ¥1.4trln deal for 21.65% of the company. The fact that this has been mostly underwritten suggests brokers are confident the existing very high dividend yield will be attractive. 
It is a sale targeted 75% to domestic investors and 25% to international investors.  Given the sale would lift minority-held shares out by 56.9% and likely lifts Real World Float by more than 80%, this is a deal which will be more SOLD than BOUGHT. 
To partially mitigate the impact of the supply, Softbank Corp today announced a buyback program to buy back up to 80 million shares for up to ¥100bn to run from 1 October 2020 through 31 March 2021. Softbank Group will continue to treat Softbank Corp as a consolidated subsidiary. 
This has potential repercussions on the sector dynamics near-term, the float, index supply/demand, etc. Much more detail below.

Softbank Corp (9434) BIGGER Block Offering

Japan

A Holdings Corporation develops and operates the LINE application for smartphones. The Company offers games distribution, music distribution, advertisements, and other services. A Holdings serves clients across worldwide.

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A Holdings (3938 JP)

E-Commerce Wars in Japan: How Z Holdings Is Facing off Against Rakuten and Amazon

2020 boosted the fortunes of the big 3 e-commerce platforms in Japan but Z Holdings remains far behind Amazon Japan and Rakuten in sales volume and...

Michael Causton

NTT - Go Big Or Go Home

Hot on the heels of announcing a $40bn buyout of Docomo minorities - effectively a giant buyback - NTT announced a buyback of its own stock. It...

Travis Lundy

Z Holdings - Q2 20 Results: Travel Business Amazes but Guidance May Be Less Appealing

Newly issued full-year guidance is well below market expectations and driven by renewed investment to build eCommerce and fintech. That is sensible...

Kirk Boodry

LINE: The Zombie Twilight Begins

LINE

Travis Lundy

Softbank Corp (9434) BIGGER Block Offering

On 21 May, Softbank Group (9984 JP) announced a sale of approximately 240 million shares of Softbank Corp (9434 JP) - roughly 5.0% of shares...

Travis Lundy

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