Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Thematic (Sector/Industry)

After the close on Tuesday April 28, 2015, Toyota <a href="http://www.toyota-global.com/investors/stock_information_ratings/share_2015/pdf/commonstock_20150428_01.pdf" target="_blank">announced</a>&nbsp;the board had resolved to submit to shareholders a resolution to partially amend&nbsp;the company's Articles of Incorporation to allow the company to allow issue a new series of shares, which they have called "Model AA Shares". The announcement noted a first tranche of 500 billion yen, and future tranches.&nbsp;The securities will be unlisted, non-transferable, require buying an embedded put from the company itself, and result in a mini&nbsp;"death spiral" impact on the common shares.&nbsp;My first reaction was "Huh?"After reading all the materials a second, third, and fourth time - in both Japanese and English - given my 15+yrs of looking at the microstructure of Japanese markets, special situations, and unusual security issuances, my reaction has evolved to a more considered, and evolved&nbsp;"Huh?"CONCLUSIONS<ul><li>The explanations do not make a great deal of sense.&nbsp;</li><li>The economics do not make a great deal of sense, nor do they match what should be the desired 'long-term investor' commitment.&nbsp;</li><li>If one looks at the best and highest purpose of such a structure, one must conclude it might be meant for a different purpose than Toyota discloses.</li><li>And if one takes a more skeptical view of Japanese issuance practices, this has to be seen as a slightly bearish development.</li><li>If Toyota is issuing this now as a way to gain acceptance of issuing it to a different group of shareholders than it says, that is bad.</li><li>If Toyota is wasting its time and energy for minimal benefit, that is bad.&nbsp;Toyota does not need to save 34bn yen in dividend payments over 5yrs when they start with 6 trillion yen in cash, and will generate another 10 trillion yen plus in cash over the next 5 years.&nbsp;</li></ul>

After the close on Tuesday April 28, 2015, Toyota announced&nbsp;the board had resolved to submit to shareholders a resolution to partially amend&nbsp;the company's Articles of Incorporation to allow the company to allow issue a new series of shares, which they have called "Model AA Shares". The announcement noted a first tranche of 500 billion yen, and future tranches.&nbsp;The securities will be unlisted, non-transferable, require buying an embedded put from the company itself, and result in a mini&nbsp;"death spiral" impact on the common shares.&nbsp;My first reaction was "Huh?"After reading all the materials a second, third, and fourth time - in both Japanese and English - given my 15+yrs of looking at the microstructure of Japanese markets, special situations, and unusual security issuances, my reaction has evolved to a more considered, and evolved&nbsp;"Huh?"CONCLUSIONSThe explanations do not make a great deal of sense.&nbsp;The economics do not make a great deal of sense, nor do they match what should be the desired 'long-term investor' commitment.&nbsp;If one looks at the best and highest purpose of such a structure, one must conclude it might be meant for a different purpose than Toyota discloses.And if one takes a more skeptical view of Japanese issuance practices, this has to be seen as a slightly bearish development.If Toyota is issuing this now as a way to gain acceptance of issuing it to a different group of shareholders than it says, that is bad.If Toyota is wasting its time and energy for minimal benefit, that is bad.&nbsp;Toyota does not need to save 34bn yen in dividend payments over 5yrs when they start with 6 trillion yen in cash, and will generate another 10 trillion yen plus in cash over the next 5 years.&nbsp;

'Model AA' Shares - Good Governance Gone Bad?

David Blennerhassett

Quiddity Advisors

Event-Driven

<ul>
<li>For the month of March 2024, 8 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$4bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in March was ~55%. The average premium YTD is ~39%.</li>
<li>This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of March 2024, 8 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$4bn.
The average premium for the new transactions announced (or first discussed) in March was ~55%. The average premium YTD is ~39%.
This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Mar 2024: Chilled & Frozen, TDCX, MMA Offshore, JSR, Roland DG, SciClone

Research Coverage of Japanese Listed Companies, Shared Research Inc

Shared Research

Research Coverage of Japanese Listed Companies

Shared Research Inc

Pioneering research coverage of Japanese listed companies. Now customizable and interactive for global institutional investors. Corporate access reimagined.

Equity Bottom-Up

<ul>
<li>
<a href="https://www.smartkarma.com/entities/gakken-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:7042:1" rel="noopener">Gakken Holdings (9470 JP)</a> engages in the educational and healthcare and nursing businesses, providing services for demographics ranging from toddlers to the elderly.</li>
<li>For FY09/23, revenue was JPY164.1bn, operating profit was JPY6.2bn, recurring profit was JPY6.5bn, and net income attributable to owners of the parent was JPY3.2bn.</li>
<li>The company will fundamentally reshuffle its portfolio and concentrate resources on priority areas while rebuilding its education business, and optimize the management structure for each business field to restore profitability.</li>
</ul>



Gakken Holdings (9470 JP) engages in the educational and healthcare and nursing businesses, providing services for demographics ranging from toddlers to the elderly.
For FY09/23, revenue was JPY164.1bn, operating profit was JPY6.2bn, recurring profit was JPY6.5bn, and net income attributable to owners of the parent was JPY3.2bn.
The company will fundamentally reshuffle its portfolio and concentrate resources on priority areas while rebuilding its education business, and optimize the management structure for each business field to restore profitability.


GAKKEN HOLDINGS (9470): Q1 FY09/24 Update

<ul>
<li>I tally 51 - 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>Just one new deal was discussed this week on Smartkarma (possible four): <a href="https://www.smartkarma.com/entities/electric-power-development-c" target="_blank" data-smartkarma-citation="entities:292:1" rel="noopener">Electric Power Development C (9513 JP)</a>'s tilt for <a href="https://www.smartkarma.com/entities/genex-power-ltd" target="_blank" data-smartkarma-citation="entities:29079:1" rel="noopener">Genex Power Ltd (GNX AU)</a>.</li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/alumina-ltd" target="_blank" data-smartkarma-citation="entities:939:1" rel="noopener">Alumina Ltd (AWC AU)</a>, <a href="https://www.smartkarma.com/entities/azure-minerals-ltd" target="_blank" data-smartkarma-citation="entities:16538:1" rel="noopener">Azure Minerals (AZS AU)</a>, <a href="https://www.smartkarma.com/entities/vinda-international-holdings-limited" target="_blank" data-smartkarma-citation="entities:475:1" rel="noopener">Vinda International (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>, and <a href="https://www.smartkarma.com/entities/shinko-electric-industries" target="_blank" data-smartkarma-citation="entities:15066:1" rel="noopener">Shinko Electric Industries (6967 JP)</a> 
</li>
</ul>


I tally 51 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Just one new deal was discussed this week on Smartkarma (possible four): Electric Power Development C (9513 JP)'s tilt for Genex Power Ltd (GNX AU).
Key updates took place on: Alumina Ltd (AWC AU), Azure Minerals (AZS AU), Vinda International (3331 HK), JSR Corp (4185 JP), and Shinko Electric Industries (6967 JP) 



(Mostly) Asia-Pac M&A: Genex, Alumina, Azure Minerals, Vinda, JSR Corp, Shinko Electric Industries

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>We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.</li>
<li>Highest spreads: <a href="https://www.smartkarma.com/entities/apm-human-services-internation" target="_blank" data-smartkarma-citation="entities:34808:1" rel="noopener">APM Human Services Internation (APM AU)</a>, <a href="https://www.smartkarma.com/entities/probiotec-ltd" target="_blank" data-smartkarma-citation="entities:12047:1" rel="noopener">Probiotec Ltd (PBP AU)</a>, <a href="https://www.smartkarma.com/entities/alumina-ltd" target="_blank" data-smartkarma-citation="entities:939:1" rel="noopener">Alumina Ltd (AWC AU)</a>, <a href="https://www.smartkarma.com/entities/shinko-electric-industries" target="_blank" data-smartkarma-citation="entities:15066:1" rel="noopener">Shinko Electric Industries (6967 JP)</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>, China TCM.</li>
<li>Lowest spreads: <a href="https://www.smartkarma.com/entities/tietto-minerals-ltd" target="_blank" data-smartkarma-citation="entities:28006:1" rel="noopener">Tietto Minerals Ltd (TIE AU)</a>, <a href="https://www.smartkarma.com/entities/orecorp-ltd" target="_blank" data-smartkarma-citation="entities:8120:1" rel="noopener">Orecorp Ltd (ORR AU)</a>, <a href="https://www.smartkarma.com/entities/cpmc-holdings-ltd" target="_blank" data-smartkarma-citation="entities:10427:1" rel="noopener">CPMC Holdings (906 HK)</a>, <a href="https://www.smartkarma.com/entities/pact-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:692:1" rel="noopener">Pact Group Holdings (PGH AU)</a>, <a href="https://www.smartkarma.com/entities/yaizu-suisankagaku-industry" target="_blank" data-smartkarma-citation="entities:20044:1" rel="noopener">Yaizu Suisankagaku Industry (2812 JP)</a>.       </li>
</ul>


We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: APM Human Services Internation (APM AU), Probiotec Ltd (PBP AU), Alumina Ltd (AWC AU), Shinko Electric Industries (6967 JP), JSR Corp (4185 JP), China TCM.
Lowest spreads: Tietto Minerals Ltd (TIE AU), Orecorp Ltd (ORR AU), CPMC Holdings (906 HK), Pact Group Holdings (PGH AU), Yaizu Suisankagaku Industry (2812 JP).       


Merger Arb Mondays (04 Mar) - JSR, Shinko, Outsourcing, APM, Alumina, Adbri, Azure, CSR, Probiotec

Japan

Benesse Holdings, Inc. provides correspondence educational services to a range of age groups from toddlers to high-school students. Benesse HD also operates English language schools and senior care homes.

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Benesse Holdings (9783 JP)

'Model AA' Shares - Good Governance Gone Bad?

After the close on Tuesday April 28, 2015, Toyota announced the board had resolved to submit to shareholders a resolution to partially amend the...

Travis Lundy

(Mostly) Asia M&A, Mar 2024: Chilled & Frozen, TDCX, MMA Offshore, JSR, Roland DG, SciClone

For the month of March, 8 new deals were discussed on Smartkarma with an overall deal size of ~US$4bn. The average premium for the new deals...

David Blennerhassett

GAKKEN HOLDINGS (9470): Q1 FY09/24 Update

Gakken Holdings focuses on educational and healthcare services for all ages, with plans to revamp its portfolio and management structure to...

Shared Research

(Mostly) Asia-Pac M&A: Genex, Alumina, Azure Minerals, Vinda, JSR Corp, Shinko Electric Industries

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

Merger Arb Mondays (04 Mar) - JSR, Shinko, Outsourcing, APM, Alumina, Adbri, Azure, CSR, Probiotec

This week, the highest gross spreads are APM (19.8%), Probiotec (10.2%), Alumina (10.1%), Shinko Electric (7.9%), JSR (7.4%), China TCM (5.7%),...

Arun George

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'Model AA' Shares - Good Governance Gone Bad?

After the close on Tuesday April 28, 2015, Toyota announced the board had resolved to submit to shareholders a resolution to partially amend the...

Travis Lundy

(Mostly) Asia M&A, Mar 2024: Chilled & Frozen, TDCX, MMA Offshore, JSR, Roland DG, SciClone

For the month of March, 8 new deals were discussed on Smartkarma with an overall deal size of ~US$4bn. The average premium for the new deals...

David Blennerhassett

GAKKEN HOLDINGS (9470): Q1 FY09/24 Update

​Gakken Holdings focuses on educational and healthcare services for all ages, with plans to revamp its portfolio and management structure to...

Shared Research

(Mostly) Asia-Pac M&A: Genex, Alumina, Azure Minerals, Vinda, JSR Corp, Shinko Electric Industries

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

Merger Arb Mondays (04 Mar) - JSR, Shinko, Outsourcing, APM, Alumina, Adbri, Azure, CSR, Probiotec

This week, the highest gross spreads are APM (19.8%), Probiotec (10.2%), Alumina (10.1%), Shinko Electric (7.9%), JSR (7.4%), China TCM (5.7%),...

Arun George

Gakken Holdings focuses on educational and healthcare services for all ages, with plans to revamp its portfolio and management structure to...