Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Equity Capital Markets

<ul>
<li>15 minutes after I published what I thought was a <a href="https://www.smartkarma.com/insights/huge-denso-6902-secondary-sale-by-toyota-group-admiral-ackbar-says-it-s-a-trap" target="_blank" rel="noopener">considered analysis</a>, Denso dumps the details. I thought it might be a trap. It looks like a trap.</li>
<li>A holistic view of the three different documents here suggests, indeed, "It was a trap". </li>
<li>This giant offering is not bearish overhang but likely tilts bullish with greenshoe support, a large buyback, a new cross-holding reduction policy, and the follow-on effects from that.</li>
</ul>


15 minutes after I published what I thought was a considered analysis, Denso dumps the details. I thought it might be a trap. It looks like a trap.
A holistic view of the three different documents here suggests, indeed, "It was a trap". 
This giant offering is not bearish overhang but likely tilts bullish with greenshoe support, a large buyback, a new cross-holding reduction policy, and the follow-on effects from that.


Denso Offering, Buyback, and New Cross-Holding Reduction Policy - It WAS a Trap

<ul>
<li>Yesterday, Reuters reported that multiple Toyota Group companies would sell ~10% of <a href="https://www.smartkarma.com/entities/denso-corp" target="_blank" data-smartkarma-citation="entities:18703:1" rel="noopener">Denso Corp (6902 JP)</a> worth ¥700bn in a secondary share sale by year-end.</li>
<li>The sellers would be Toyota, selling down to just over 20%, Toyota Industries (6201) (selling down a bit more than half, and <a href="https://www.smartkarma.com/entities/aisin-seiki-co-ltd" target="_blank" data-smartkarma-citation="entities:11809:1" rel="noopener">Aisin Seiki (7259 JP)</a> selling its 2% stake. </li>
<li>Denso would buy back shares. This whole thing is both interesting and complicated so I discuss the interesting complications below. It <em>looks</em> bigger than it probably is.</li>
</ul>


Yesterday, Reuters reported that multiple Toyota Group companies would sell ~10% of Denso Corp (6902 JP) worth ¥700bn in a secondary share sale by year-end.
The sellers would be Toyota, selling down to just over 20%, Toyota Industries (6201) (selling down a bit more than half, and Aisin Seiki (7259 JP) selling its 2% stake. 
Denso would buy back shares. This whole thing is both interesting and complicated so I discuss the interesting complications below. It looks bigger than it probably is.


Huge Denso (6902) Secondary Sale by Toyota Group - Admiral Ackbar Says "It's A Trap!"

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.

Event-Driven

<ul>
<li>As per Reuters, <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> could look to sell up to 10% of <a href="https://www.smartkarma.com/entities/denso-corp" target="_blank" data-smartkarma-citation="entities:18703:1" rel="noopener">Denso Corp (6902 JP)</a> to raise around US$4.7bn before the end of the year.</li>
<li>Toyota is the company’s largest shareholder and its largest customer.</li>
<li>In this note, we will talk about the deal dynamics.</li>
</ul>


As per Reuters, Toyota Motor (7203 JP) could look to sell up to 10% of Denso Corp (6902 JP) to raise around US$4.7bn before the end of the year.
Toyota is the company’s largest shareholder and its largest customer.
In this note, we will talk about the deal dynamics.


Denso Corp Placement - Possible Placement by Toyota to Raise US$4.7bn

Global Mobility/Transport, Equity Long-Short

Mohshin Aziz

<ul>
<li>Tokyo Stock Exchange (TSE) has published the list of companies that are conscious of stock capital and share price; this will be a recurring monthly feat </li>
<li>The initial compliance rate is encouraging and should continue to grow as peer pressure is relentless and doing nothing is not an option. The shake-up is happening  </li>
<li>We narrow down a list of companies that are the most compelling laggard opportunities based on their low price to book ratio (PBR) and strong balance sheet  </li>
</ul>


Tokyo Stock Exchange (TSE) has published the list of companies that are conscious of stock capital and share price; this will be a recurring monthly feat 
The initial compliance rate is encouraging and should continue to grow as peer pressure is relentless and doing nothing is not an option. The shake-up is happening  
We narrow down a list of companies that are the most compelling laggard opportunities based on their low price to book ratio (PBR) and strong balance sheet  


The Hunt for the Japanese Laggards, Here Are 47 Attractive Companies

Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

<ul>
<li>Toyota's sale of Denso shares is believed to be aimed at securing cash for full-scale EV production, and it's premature to expect "governance improvement through the sale of cross-held shares."</li>
<li>Since Toyota intends to maintain a 20% equity stake in Denso, which is an equity method affiliate, there will be no change in the influence on Denso for a while.</li>
<li>While intercompany shareholdings and board reciprocity based on business relationships were one of Toyota's strengths, the interests of minority shareholders were at risk of being left behind.</li>
</ul>


Toyota's sale of Denso shares is believed to be aimed at securing cash for full-scale EV production, and it's premature to expect "governance improvement through the sale of cross-held shares."
Since Toyota intends to maintain a 20% equity stake in Denso, which is an equity method affiliate, there will be no change in the influence on Denso for a while.
While intercompany shareholdings and board reciprocity based on business relationships were one of Toyota's strengths, the interests of minority shareholders were at risk of being left behind.


Necessary to Dissolve Cross Shareholdings While Simultaneously Ensuring the Independence of BoD

Japan

DENSO CORPORATION manufactures electronic parts for automobiles.  The Company's products include automobile air conditioners, air bags, ignition systems, generators, power steering systems, and spark plugs with iridium electrode. The Company also produces communication equipment for mobile navigation system.

Denso Corp (6902 JP)

Denso Offering, Buyback, and New Cross-Holding Reduction Policy - It WAS a Trap

Denso has announced the secondary offering of roughly 10% of shares out. It is heavily tilted to retail. And the simultaneous announcement of a...

Travis Lundy

Huge Denso (6902) Secondary Sale by Toyota Group - Admiral Ackbar Says "It's A Trap!"

Toyota Group will do a large secondary offering of Denso (6902) shares. Toyota, Toyota Industries, and Aishin will sell. This is more complicated...

Travis Lundy

Denso Corp Placement - Possible Placement by Toyota to Raise US$4.7bn

As per Reuters, Toyota Motor (7203 JP) could look to sell up to 10% of Denso Corp (6902 JP) to raise around US$4.7bn before the end of the year.

Sumeet Singh

The Hunt for the Japanese Laggards, Here Are 47 Attractive Companies

Japan is sticking to its monthly "naming and shaming" publication to promote shareholder return. The shake-up is underway and dormant cash will be...

Mohshin Aziz

Necessary to Dissolve Cross Shareholdings While Simultaneously Ensuring the Independence of BoD

I would like to discuss the issues on the November 29 Nikkei article, "Toyota to Give Priority to EV Investment Over Cross-Holding of Denso Shares."

Metrical Inc