Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Last September in the release of its new Mid-Term Management Plan, Toyota Group member <a href="https://www.smartkarma.com/entities/aisin-corp" target="_blank" data-smartkarma-citation="entities:11809:1" rel="noopener">Aisin (7259 JP)</a> announced a plan to cut cross-holdings to zero. <a href="https://www.smartkarma.com/entities/jtekt-corp" target="_blank" data-smartkarma-citation="entities:12197:1" rel="noopener">JTEKT Corp (6473 JP)</a> followed suit.</li>
<li>It started with a selldown 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>, then <a href="https://www.smartkarma.com/entities/toyota-industries-corp" target="_blank" data-smartkarma-citation="entities:4500:1" rel="noopener">Toyota Industries (6201 JP)</a>, now <a href="https://www.smartkarma.com/insights/big-aisin-7259-offering-sets-stage-for-first-toyota-group-full-unwind" target="_blank" rel="noopener">Aisin</a>. Last FY, Toyota Group cos reduced crossholdings by ¥870bn. This year will be more.</li>
<li>Attached below is a general breakdown of Toyota Group cross-holdings, discussion of cross-holding policies, and analysis of what is next, and what is not.</li>
</ul>


Last September in the release of its new Mid-Term Management Plan, Toyota Group member Aisin (7259 JP) announced a plan to cut cross-holdings to zero. JTEKT Corp (6473 JP) followed suit.
It started with a selldown of Denso Corp (6902 JP), then Toyota Industries (6201 JP), now Aisin. Last FY, Toyota Group cos reduced crossholdings by ¥870bn. This year will be more.
Attached below is a general breakdown of Toyota Group cross-holdings, discussion of cross-holding policies, and analysis of what is next, and what is not.


Toyota Group Cross-Holding Structure Primer - Holdings, Unwind Progress, Buyback Policies, Etc

Equity Long-Short Analyst

Pyari Menon

Thematic (Sector/Industry)

<ul>
<li>For this report we datamined autonomous driving technology (ADT) innovations.</li>
<li>Worldwide over the last decade the ADT sector has seen nearly 25% CAGR growth in patent filings, with over 40,000 patent family filings.</li>
<li>
<a href="https://www.smartkarma.com/entities/delphi-automotive-plc" target="_blank" data-smartkarma-citation="entities:20870:1" rel="noopener"><strong>Aptiv PLC (APTV US)</strong></a>, with a leadership position in several areas of ADT, strong financials, reasonable valuations and strategic partnerships stands out.  </li>
</ul>


For this report we datamined autonomous driving technology (ADT) innovations.
Worldwide over the last decade the ADT sector has seen nearly 25% CAGR growth in patent filings, with over 40,000 patent family filings.

Aptiv PLC (APTV US), with a leadership position in several areas of ADT, strong financials, reasonable valuations and strategic partnerships stands out.  


<ul>
<li>The Nikkei reported mid-day that <a href="https://www.smartkarma.com/entities/denso-corp" target="_blank" data-smartkarma-citation="entities:18703:1" rel="noopener">Denso Corp (6902 JP)</a> made a ¥1.3trln takeover proposal to <a href="https://www.smartkarma.com/entities/rohm-co-ltd" target="_blank" data-smartkarma-citation="entities:2953:1" rel="noopener">ROHM Co Ltd (6963 JP)</a> in February. That's big news. Last year Denso bought ~5%.</li>
<li>The goal would be to be dominant in power chips and to serve Toyota Group. There is a big Toshiba angle here too. Rohm bought into Toshiba, also has JVs.</li>
<li>Toshiba owns a big stake in Kioxia which trickles down to Rohm. Much will be made of the look-through valuation. It's complicated.</li>
</ul>


The Nikkei reported mid-day that Denso Corp (6902 JP) made a ¥1.3trln takeover proposal to ROHM Co Ltd (6963 JP) in February. That's big news. Last year Denso bought ~5%.
The goal would be to be dominant in power chips and to serve Toyota Group. There is a big Toshiba angle here too. Rohm bought into Toshiba, also has JVs.
Toshiba owns a big stake in Kioxia which trickles down to Rohm. Much will be made of the look-through valuation. It's complicated.


[Japan M&A] Denso (6902) Reportedly Made a ¥1.3trln Takeover Proposal to Rohm (6963). Light & Iffy.

<ul>
<li>2wks ago I said "<a href="https://www.smartkarma.com/insights/japan-m-a-activism-toyota-industries-6201-deal-could-be-announced-near-term" target="_blank" rel="noopener">a deal could be announced near-term.</a>" 2wks later we have a deal. But it is a bad deal for TICO minorities. Low price. Minimal transparency. Awful. </li>
<li>But if you dig through deal structure and economics, it is worse than it looks. It takes digging to understand how bad, and they could tell you, but they won't. </li>
<li>The deal will take time. Things will be in limbo til then. And Toyota Group governance and capital allocation is conditional on this deal getting done, which is also bad.</li>
</ul>


2wks ago I said "a deal could be announced near-term." 2wks later we have a deal. But it is a bad deal for TICO minorities. Low price. Minimal transparency. Awful. 
But if you dig through deal structure and economics, it is worse than it looks. It takes digging to understand how bad, and they could tell you, but they won't. 
The deal will take time. Things will be in limbo til then. And Toyota Group governance and capital allocation is conditional on this deal getting done, which is also bad.


[Japan M&A] Toyota Inds (6201) Proposed Takeover - It Looks Bad, and It's Worse Than It Looks

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Periscope Analytics

Periscope Analytics focuses on event-driven trades across Asia Pacific and provides comprehensive, timely and systematic coverage of index changes to major Asia Pacific indices in a structured manner.

The analysis includes forecasted inclusions and exclusions to all major Asian indices that have significant amount of tracking assets, including estimates of passive buy/sell flow on the stocks. The service also provides commentary and impact of market consultations, ground rule changes, and other events (IPOs, spin-offs, M&A) that could lead to index changes and passive flow.

Periscope Analytics works with multi-strategy hedge funds, proprietary trading firms, stat arb trading groups and long-only investors that invest and trade in the Asia Pacific region with the data being used to trade index rebalances, avoid pre-positioning and passive flow, and to time entry into and exit from stocks.

Event-Driven Trades Across Asia Pacific

<ul>
<li>
<a href="https://www.smartkarma.com/entities/denso-corp" target="_blank" data-smartkarma-citation="entities:18703:1" rel="noopener">Denso Corp (6902 JP)</a> is looking to raise up to JPY137bn (US$940m) by selling 73.9m shares of <a href="https://www.smartkarma.com/entities/renesas-electronics-corp" target="_blank" data-smartkarma-citation="entities:15933:1" rel="noopener">Renesas Electronics (6723 JP)</a> to international investors.</li>
<li>The indicative price range is JPY 1,812-1,848/share, a discount of 1-2.95% to Monday's close. The placement is 4.1% of shares outstanding and is 4.7 days of ADV.</li>
<li>We do not expect any passive buying at the time of settlement of the placement shares. The earliest passive buying will take place in August and September.</li>
</ul>



Denso Corp (6902 JP) is looking to raise up to JPY137bn (US$940m) by selling 73.9m shares of Renesas Electronics (6723 JP) to international investors.
The indicative price range is JPY 1,812-1,848/share, a discount of 1-2.95% to Monday's close. The placement is 4.1% of shares outstanding and is 4.7 days of ADV.
We do not expect any passive buying at the time of settlement of the placement shares. The earliest passive buying will take place in August and September.


Renesas Electronics (6723 JP): Denso Exits as Stock Price Falters

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.

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Denso Corp (6902 JP)

Toyota Group Cross-Holding Structure Primer - Holdings, Unwind Progress, Buyback Policies, Etc

8mos past the first large Toyota Group selldown in Denso (i.e. past lockup). Others have followed since. Toyota Inds and Toyota R.E. have ¥600bn to...

Travis Lundy

Autonomous Driving Leadership Landscape

Autonomous driving tech seeing surge in innovations to make journeys safer, more efficient, and intelligent. Welcome to the future of mobility.

Pyari Menon

[Japan M&A] Denso (6902) Reportedly Made a ¥1.3trln Takeover Proposal to Rohm (6963). Light & Iffy.

Denso has proposed a (lowball) takeover to Rohm, currently in an investment/restructuring phase, highlighting Rohm's value. The register is wide...

Travis Lundy

[Japan M&A] Toyota Inds (6201) Proposed Takeover - It Looks Bad, and It's Worse Than It Looks

Toyota Group have announced a deal to take over Toyota Industries. It's lower than expected. Worse, it is offensive in its deliberate lack of...

Travis Lundy

Renesas Electronics (6723 JP): Denso Exits as Stock Price Falters

Denso should raise US$940m by selling nearly their entire holding in Renesas Electronics. Unlikely to be any passive buying in the near term, but...

Brian Freitas

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