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.

Event-Driven

<ul>
<li>Leading proxies recommend that <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> shareholders vote against the Tsuruha/<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> merger on 26 May.</li>
<li>The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha vote will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.  </li>
<li>For a vote pass, you are long synergies and a likely partial offer bump. For a fail, you are long an undemanding multiple and the optionality of a new bid.      </li>
</ul>


Leading proxies recommend that Tsuruha Holdings (3391 JP) shareholders vote against the Tsuruha/Welcia Holdings (3141 JP) merger on 26 May.
The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha vote will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.  
For a vote pass, you are long synergies and a likely partial offer bump. For a fail, you are long an undemanding multiple and the optionality of a new bid.      


Tsuruha (3391 JP)/Welcia (3141 JP): Vote Musings

<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

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. 

<ul>
<li>Trial was already one of Japan's leading discount retailers with a strong network of stores down south in Japan although rather low margins.</li>
<li>Buying Seiyu transforms this local retailer into a national champion and one of the top 10, with a highly complementary set of stores, product expertise, warehouses and tech.</li>
<li>Together, the two will now be able to take on Aeon, Seven &amp; I, PPI and other major retailers in building the first true national grocery chains in Japan.</li>
</ul>


Trial was already one of Japan's leading discount retailers with a strong network of stores down south in Japan although rather low margins.
Buying Seiyu transforms this local retailer into a national champion and one of the top 10, with a highly complementary set of stores, product expertise, warehouses and tech.
Together, the two will now be able to take on Aeon, Seven &amp; I, PPI and other major retailers in building the first true national grocery chains in Japan.


Trial a Top 10 Retailer After Seiyu Purchase from KKR (With Big Synergies)

Equity Bottom-Up

<ul>
<li>Post-Covid, <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> began to deliver real profit growth but 1H2024 showed it cannot rest on its laurels. </li>
<li>While it’ll be happy not to be worrying about a takeover bid like its rival, Seven &amp; I, it still doesn’t have a profit machine similar to Seven Eleven Japan.</li>
<li>Welcia helps and so does expanding e-commerce but there is still plenty of room for cutting overhead.</li>
</ul>


Post-Covid, Aeon Co Ltd (8267 JP) began to deliver real profit growth but 1H2024 showed it cannot rest on its laurels. 
While it’ll be happy not to be worrying about a takeover bid like its rival, Seven &amp; I, it still doesn’t have a profit machine similar to Seven Eleven Japan.
Welcia helps and so does expanding e-commerce but there is still plenty of room for cutting overhead.


Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/trial-holdings-inc" target="_blank" data-smartkarma-citation="entities:36821:1" rel="noopener">Trial Holdings (5882 JP)</a> raised around US$259m in Mar 2024. Its IPO lockup is set to expire soon.</li>
<li>TH operates a network of retail stores in Japan that offer one-stop shopping under its everyday low price (EDLP) model.</li>
<li>In this note, we will talk about the lockup dynamics and possible placement.</li>
</ul>



Trial Holdings (5882 JP) raised around US$259m in Mar 2024. Its IPO lockup is set to expire soon.
TH operates a network of retail stores in Japan that offer one-stop shopping under its everyday low price (EDLP) model.
In this note, we will talk about the lockup dynamics and possible placement.


Trial Holdings IPO Lockup - Large Number of Small Holders Hold Around US$400m of Stock

Japan

COSMOS Pharmaceutical Corporation operates drug stores based in Kyushu. The Company sells daily necessities such as drug medicines, foodstuffs, and alcoholic beverages.

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Cosmos Pharmaceutical (3349 JP)

Tsuruha (3391 JP)/Welcia (3141 JP): Vote Musings

The Tsuruha vote on 26 May will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.

Arun George

Trial a Top 10 Retailer After Seiyu Purchase from KKR (With Big Synergies)

Trial, a leading discounter in Japan, becomes a national champion by acquiring Seiyu, creating a strong competitor to major retailers in building...

Michael Causton

Aeon (8267JP): Sales Up, Profit Down

Post-Covid, Aeon Co Ltd has seen significant profit growth but must address profit challenges and overhead costs to rival Seven & I's profit...

Michael Causton

Trial Holdings IPO Lockup - Large Number of Small Holders Hold Around US$400m of Stock

Trial Holdings (5882 JP) raised around US$259m in Mar 2024. Its IPO lockup is set to expire soon which will release a large number of small...

Sumeet Singh

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Tsuruha (3391 JP)/Welcia (3141 JP): Vote Musings

The Tsuruha vote on 26 May will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.

Arun George

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

Trial a Top 10 Retailer After Seiyu Purchase from KKR (With Big Synergies)

​Trial, a leading discounter in Japan, becomes a national champion by acquiring Seiyu, creating a strong competitor to major retailers in building...

Michael Causton

Aeon (8267JP): Sales Up, Profit Down

​Post-Covid, Aeon Co Ltd has seen significant profit growth but must address profit challenges and overhead costs to rival Seven & I's profit...

Michael Causton

Trial Holdings IPO Lockup - Large Number of Small Holders Hold Around US$400m of Stock

Trial Holdings (5882 JP) raised around US$259m in Mar 2024. Its IPO lockup is set to expire soon which will release a large number of small...

Sumeet Singh

Trial, a leading discounter in Japan, becomes a national champion by acquiring Seiyu, creating a strong competitor to major retailers in building...

Post-Covid, Aeon Co Ltd has seen significant profit growth but must address profit challenges and overhead costs to rival Seven & I's profit...