Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>In August, <a href="https://www.smartkarma.com/entities/toyoda-gosei-co-ltd" target="_blank" data-smartkarma-citation="entities:20125:1" rel="noopener">Toyoda Gosei (7282 JP)</a> announced a deal for <a href="https://www.smartkarma.com/entities/ashimori-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:13918:1" rel="noopener">Ashimori Industry (3526 JP)</a> at 1.000x book value after writedowns. That was not a coincidence.</li>
<li>The takeover is cheap for what it is. No synergies were counted. But it wasn't truly offensive. MURAKAMI Takateru aimed an activist broadside, bought 19.73% across four entities. Then stopped. </li>
<li>The Bidder lowered the Tender Offer Minimum from 2.3081mm shares (38.29%) to 1.8001mm shares (29.86%). Shares dropped. As of 24-Sep, 2,111,226 shares had been tendered. This looks done. Maybe. </li>
</ul>


In August, Toyoda Gosei (7282 JP) announced a deal for Ashimori Industry (3526 JP) at 1.000x book value after writedowns. That was not a coincidence.
The takeover is cheap for what it is. No synergies were counted. But it wasn't truly offensive. MURAKAMI Takateru aimed an activist broadside, bought 19.73% across four entities. Then stopped. 
The Bidder lowered the Tender Offer Minimum from 2.3081mm shares (38.29%) to 1.8001mm shares (29.86%). Shares dropped. As of 24-Sep, 2,111,226 shares had been tendered. This looks done. Maybe. 


[Japan M&A/Activism] Ashimori Industry (3526 JP) Minimum Lower, May Be a Tough Call

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/toyoda-gosei-co-ltd" target="_blank" data-smartkarma-citation="entities:20125:1" rel="noopener">Toyoda Gosei (7282 JP)</a> has lowered its minimum tendering condition but kept its <a href="https://www.smartkarma.com/entities/ashimori-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:13918:1" rel="noopener">Ashimori Industry (3526 JP)</a> tender offer unchanged at JPY4,140.</li>
<li>The lowered minimum tendering condition, which would be met based on acceptances as of 24 September, would also enable the share consolidation vote to pass based on AGM voting trends. </li>
<li>Takateru Murakami has been left high and dry and will likely pursue appraisal rights. At the last close, the gross/annualised spread is 0.6%/10.8%.</li>
</ul>



Toyoda Gosei (7282 JP) has lowered its minimum tendering condition but kept its Ashimori Industry (3526 JP) tender offer unchanged at JPY4,140.
The lowered minimum tendering condition, which would be met based on acceptances as of 24 September, would also enable the share consolidation vote to pass based on AGM voting trends. 
Takateru Murakami has been left high and dry and will likely pursue appraisal rights. At the last close, the gross/annualised spread is 0.6%/10.8%.


Ashimori Industry (3526 JP): Finish Line in Sight as the Minimum Tendering Condition Is Lowered

<ul>
<li>Takateru Murakami, Yoshiaki Murakami’s son, has increased his <a href="https://www.smartkarma.com/entities/ashimori-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:13918:1" rel="noopener">Ashimori Industry (3526 JP)</a> to an 18.36% ownership ratio at an average buy-in price of JPY4,154.28 vs. the JPY4,140 tender offer. </li>
<li>Crucially, in <a href="https://disclosure2dl.edinet-fsa.go.jp/searchdocument/pdf/S100WLOJ.pdf?sv=2020-08-04&amp;st=2025-09-03T06%3A21%3A04Z&amp;se=2030-09-03T15%3A00%3A00Z&amp;sr=b&amp;sp=rl&amp;sig=6RJ1b2GuTF7nW7bbNbZD4jyrq1n10vHoXfDc9PeQQjQ%3D" target="_blank" rel="noopener">today’s disclosure</a>, Takateru Murakami outlines the rationale for his stake building, which centres on the book value being materially understated if certain land were revalued at market rates.</li>
<li>Maintaining current terms is increasingly not a viable option. <a href="https://www.smartkarma.com/entities/toyoda-gosei-co-ltd" target="_blank" data-smartkarma-citation="entities:20125:1" rel="noopener">Toyoda Gosei (7282 JP)</a> is likely to pursue a strategy of either increasing its offer or lowering the minimum acceptance condition. </li>
</ul>


Takateru Murakami, Yoshiaki Murakami’s son, has increased his Ashimori Industry (3526 JP) to an 18.36% ownership ratio at an average buy-in price of JPY4,154.28 vs. the JPY4,140 tender offer. 
Crucially, in today’s disclosure, Takateru Murakami outlines the rationale for his stake building, which centres on the book value being materially understated if certain land were revalued at market rates.
Maintaining current terms is increasingly not a viable option. Toyoda Gosei (7282 JP) is likely to pursue a strategy of either increasing its offer or lowering the minimum acceptance condition. 


Ashimori Industry (3526 JP): Murakami Outlines His Case

<ul>
<li>
<a href="https://www.smartkarma.com/entities/toyota-motor-corp" target="_blank" data-smartkarma-citation="entities:73:1" rel="noopener">Toyota Motor (7203 JP)</a> subsidiary <a href="https://www.smartkarma.com/entities/toyoda-gosei-co-ltd" target="_blank" data-smartkarma-citation="entities:20125:1" rel="noopener">Toyoda Gosei (7282 JP)</a> is buying out its own equity affiliate <a href="https://www.smartkarma.com/entities/ashimori-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:13918:1" rel="noopener">Ashimori Industry (3526 JP)</a> at a near-all-time high price of ¥4,140/share.</li>
<li>It's not a <em>great</em> price, but it is just over 1x book after writedowns this past quarter. It basically requires cross-holders and half a retail to tender. </li>
<li>But this autoparts business is a strong grower, and has no EV risk. And its non-autoparts business is more interesting. The "fair" multiples are low. But it'll get done.</li>
</ul>



Toyota Motor (7203 JP) subsidiary Toyoda Gosei (7282 JP) is buying out its own equity affiliate Ashimori Industry (3526 JP) at a near-all-time high price of ¥4,140/share.
It's not a great price, but it is just over 1x book after writedowns this past quarter. It basically requires cross-holders and half a retail to tender. 
But this autoparts business is a strong grower, and has no EV risk. And its non-autoparts business is more interesting. The "fair" multiples are low. But it'll get done.


[Japan M&A] Toyoda Gosei Buys Out Affiliate Ashimori Industry at 1.000x Mar25 Book

<ul>
<li>Takateru Murakami, Yoshiaki Murakami’s son, reported a 10.88% ownership ratio in <a href="https://www.smartkarma.com/entities/ashimori-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:13918:1" rel="noopener">Ashimori Industry (3526 JP)</a>. The purchases were from 14 to 18 August, i.e., after the tender offer announcement.</li>
<li>Takateru Murakami’s average buy-in price of JPY4,134.79 per share is broadly in line with the <a href="https://www.smartkarma.com/entities/toyoda-gosei-co-ltd" target="_blank" data-smartkarma-citation="entities:20125:1" rel="noopener">Toyoda Gosei (7282 JP)</a>'s JPY4,140 tender offer. </li>
<li>Murakami's disclosure suggests three possibilities: 1) force Toyoda Gosei to bump, 2) reach an agreement to rollover its shares into the BidCo or 3) a combination of 1 and 2.</li>
</ul>


Takateru Murakami, Yoshiaki Murakami’s son, reported a 10.88% ownership ratio in Ashimori Industry (3526 JP). The purchases were from 14 to 18 August, i.e., after the tender offer announcement.
Takateru Murakami’s average buy-in price of JPY4,134.79 per share is broadly in line with the Toyoda Gosei (7282 JP)'s JPY4,140 tender offer. 
Murakami's disclosure suggests three possibilities: 1) force Toyoda Gosei to bump, 2) reach an agreement to rollover its shares into the BidCo or 3) a combination of 1 and 2.


Ashimori Industry (3526 JP): Potential Endgames as Murakami Builds a Stake

Japan

Ashimori Industry Co., Ltd. manufactures automobile safety parts including seatbelts and air bags.  The Company also produces fire protection systems and emergency rescue equipment such as rescue ropes, heat-resistant vests, fire hoses, and portable toilets.

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Ashimori Industry (3526 JP)

[Japan M&A/Activism] Ashimori Industry (3526 JP) Minimum Lower, May Be a Tough Call

Toyoda Gosei saw MURAKAMI Fils buy a 19.7% stake in the early days, then he went quiet. TG extended for a looong 15 days, then lowered the minimum....

Travis Lundy