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>The <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> Board has responded to SilverCape’s hostile offer by proposing countermeasures ostensibly to protect the interests of minorities.</li>
<li>The precedent Makino countermeasures against Nidec’s hostile offer were intended to buy time for a higher white-knight offer. In this case, it is being done to facilitate a lower offer.  </li>
<li>The countermeasures will severely dent SilverCape's chances of succeeding. <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a>’s irrevocables and insiders should be sufficient to pass the shareholder vote to implement the countermeasures. </li>
</ul>


The Digital Holdings Inc (2389 JP) Board has responded to SilverCape’s hostile offer by proposing countermeasures ostensibly to protect the interests of minorities.
The precedent Makino countermeasures against Nidec’s hostile offer were intended to buy time for a higher white-knight offer. In this case, it is being done to facilitate a lower offer.  
The countermeasures will severely dent SilverCape's chances of succeeding. Hakuhodo Dy Holdings (2433 JP)’s irrevocables and insiders should be sufficient to pass the shareholder vote to implement the countermeasures. 


Digital Holdings (2389 JP): SilverCape’s Hostile Competing Bid Is Met with Countermeasures

<ul>
<li>A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.</li>
<li>ECM developments: <a href="https://www.smartkarma.com/entities/sany-heavy-industry-co-ltd" target="_blank" data-smartkarma-citation="entities:20183:1" rel="noopener">Sany Heavy Industry (600031 CH)</a>, <a href="https://www.smartkarma.com/entities/seres-group-co-ltd" target="_blank" data-smartkarma-citation="entities:29951:1" rel="noopener">Seres Group (601127 CH)</a> and <a href="https://www.smartkarma.com/entities/pony-ai-inc" target="_blank" data-smartkarma-citation="entities:44035:1" rel="noopener">Pony AI (PONY US)</a> H Share listings.</li>
<li>Event-Driven developments: <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a>, <a href="https://www.smartkarma.com/entities/pacific-industrial-co-ltd" target="_blank" data-smartkarma-citation="entities:6261:1" rel="noopener">Pacific Industrial (7250 JP)</a>, <a href="https://www.smartkarma.com/entities/soft99-corp" target="_blank" data-smartkarma-citation="entities:18486:1" rel="noopener">Soft99 Corp (4464 JP)</a>, <a href="https://www.smartkarma.com/entities/joy-city-property-ltd" target="_blank" data-smartkarma-citation="entities:10958:1" rel="noopener">Joy City Property (207 HK)</a>, <a href="https://www.smartkarma.com/entities/minmetals-land-ltd" target="_blank" data-smartkarma-citation="entities:1917:1" rel="noopener">Minmetals Land (230 HK)</a>, <a href="https://www.smartkarma.com/entities/larvotto-resources-limited" target="_blank" data-smartkarma-citation="entities:36437:1" rel="noopener">Larvotto Resources (LRV AU)</a>. 
</li>
</ul>


A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
ECM developments: Sany Heavy Industry (600031 CH), Seres Group (601127 CH) and Pony AI (PONY US) H Share listings.
Event-Driven developments: Digital Holdings Inc (2389 JP), Pacific Industrial (7250 JP), Soft99 Corp (4464 JP), Joy City Property (207 HK), Minmetals Land (230 HK), Larvotto Resources (LRV AU). 



Weekly Deals Digest (26 Oct) - Digital Holdings, Soft99, Joy City, Minmetals, Sany, Seres, Pony AI

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Today, in something of a surprise but not a complete surprise, Silvercape came out with its own bid for <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> at +20% from the Hakuhodo bid.</li>
<li>They make it clear that the original bid does not protect minority shareholders or give them sufficient value. This one would. Which means that is Hakuhodo's bogey.</li>
<li>It would not be impossible for Silvercape to get to its minimum hurdle, but despite being lower than Hakuhodo's it's not a gimme. </li>
</ul>


Today, in something of a surprise but not a complete surprise, Silvercape came out with its own bid for Digital Holdings Inc (2389 JP) at +20% from the Hakuhodo bid.
They make it clear that the original bid does not protect minority shareholders or give them sufficient value. This one would. Which means that is Hakuhodo's bogey.
It would not be impossible for Silvercape to get to its minimum hurdle, but despite being lower than Hakuhodo's it's not a gimme. 


[Japan M&A/Activism] Digital HD (2389 JP) Gets a Counter + 20% - Tough But Not Impossible

<ul>
<li>SilverCape has launched a hostile preconditional tender offer for <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> at JPY2,380, a 20.8% premium to the <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a> JPY1,970 offer. </li>
<li>The Board stonewalled SilverCape’s attempts to negotiate a friendly offer. SilverCape’s offer is based on EV/EBITDA multiples and will commence in late November.</li>
<li>The situation shares similarities with Soft99's contested offer. The Board is likely to oppose the SilverCape offer. Hakuhodo’s likely move will be to extend the close and disclose current acceptances. </li>
</ul>


SilverCape has launched a hostile preconditional tender offer for Digital Holdings Inc (2389 JP) at JPY2,380, a 20.8% premium to the Hakuhodo Dy Holdings (2433 JP) JPY1,970 offer. 
The Board stonewalled SilverCape’s attempts to negotiate a friendly offer. SilverCape’s offer is based on EV/EBITDA multiples and will commence in late November.
The situation shares similarities with Soft99's contested offer. The Board is likely to oppose the SilverCape offer. Hakuhodo’s likely move will be to extend the close and disclose current acceptances. 


Digital Holdings (2389 JP): SilverCape Counters with a Hostile Preconditional Offer

'Quantamental' Japan Specialist, LightStream Research

Campbell Gunn

'Quantamental' Japan Specialist

ja research

ja research is an independent research platform focused exclusively on Japanese equities. Leveraging data and graphic analysis provided by Japan Analytics, we provide insights on small and medium-sized companies that have been ignored by the sell-side as well as challenging conventional wisdom on larger companies. We also offer analyst and corporate access, the latter with translation if required. 

Thematic (Sector/Industry)

<div class="content-caption">
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/083/132/original/2019-03-25_18-58-11.png?1553507902" class="editor-image img-responsive" data-smartkarma-image-id="83132"></figure>Source: Japan Analytics
</div>There are currently 241 listed Japanese companies that can be categorised as Internet businesses. Our classification overlaps with the TOPIX-33 Information &amp; Communication sub-Sector but is broader in that it encompasses all companies listed on all sections and exchanges but is also narrower in that we have excluded Telecommunications (including <a href="https://www.smartkarma.com/entities/315" target="_blank" data-smartkarma-citation="entities:315:1">S</a><a href="https://www.smartkarma.com/entities/315" target="_blank" data-smartkarma-citation="entities:315:1">oftbank Group (9984 JP)</a>) and Information Technology companies. We have adopted a 'quantamental' approach which covers the long-term and current trends for Japan's Internet Sector as a whole, as well as eight sub-Sectors or Peer Groups and the Sectors' leading companies by market capitalisation.  Our focus is exclusively on the locally-listed universe and is based on disclosed financial and market data. We do not provide any forecasts, other than the companies' own forecasts and we do not attempt to make any business model or strategic judgments. Our focus is purely on financial and market performance. We do not cover unlisted and defunct companies such as Livedoor and, therefore, there is implicit survivor bias in the data. The broad themes that are developed in DETAIL below are grouped into six topics as follows: - • SUMMARY •  • FUNDAMENTAL OVERVIEW •  • SCORING - RESULTS &amp; REVISIONS / RELATIVE PRICE •  • RESULTS TRENDS •  • VALUATION • • RECOMMENDATIONS •<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/083/206/original/2019-03-25_17-46-58.png?1553565764" class="editor-image img-responsive" data-smartkarma-image-id="83206"></figure><div class="content-caption">Source: Japan Analytics</div>OVERVIEW - As will be covered in greater DETAIL below, Japan has failed to evolve a substantial Internet Sector and, in many business models, has been passed by global competitors including in the home market. Although Internet Sector revenues have grown steadily and now account for close to 1% of the total for all listed companies, operating margins have declined by half in the last seven years and are now only four percentage points higher than the market average. Accordingly, as measured by our Results &amp; Revision Score, the Sector is close to a twelve-year low. The market's response is an unchanged Sector weight in the market composite despite the addition of 111 new companies in the last six years, and a Relative Price Score that has moved in a narrow range over that period. The Sector averages disguise the weak business and market performance of a handful of Sector leaders as well as the overvaluation of the Sector's more successful business models, which is partly a result of a lack of alternatives. Despite the world's most significant Internet investor - <a href="https://www.smartkarma.com/entities/315" target="_blank" data-smartkarma-citation="entities:315:1">Softbank Group (9984 JP)</a>'s Vision Fund - being based in Japan, this fund and other global investors in Internet business have been right to give Japan a 'pass'.


Source: Japan Analytics
There are currently 241 listed Japanese companies that can be categorised as Internet businesses. Our classification overlaps with the TOPIX-33 Information &amp; Communication sub-Sector but is broader in that it encompasses all companies listed on all sections and exchanges but is also narrower in that we have excluded Telecommunications (including Softbank Group (9984 JP)) and Information Technology companies. We have adopted a 'quantamental' approach which covers the long-term and current trends for Japan's Internet Sector as a whole, as well as eight sub-Sectors or Peer Groups and the Sectors' leading companies by market capitalisation.  Our focus is exclusively on the locally-listed universe and is based on disclosed financial and market data. We do not provide any forecasts, other than the companies' own forecasts and we do not attempt to make any business model or strategic judgments. Our focus is purely on financial and market performance. We do not cover unlisted and defunct companies such as Livedoor and, therefore, there is implicit survivor bias in the data. The broad themes that are developed in DETAIL below are grouped into six topics as follows: - • SUMMARY •  • FUNDAMENTAL OVERVIEW •  • SCORING - RESULTS &amp; REVISIONS / RELATIVE PRICE •  • RESULTS TRENDS •  • VALUATION • • RECOMMENDATIONS •Source: Japan AnalyticsOVERVIEW - As will be covered in greater DETAIL below, Japan has failed to evolve a substantial Internet Sector and, in many business models, has been passed by global competitors including in the home market. Although Internet Sector revenues have grown steadily and now account for close to 1% of the total for all listed companies, operating margins have declined by half in the last seven years and are now only four percentage points higher than the market average. Accordingly, as measured by our Results &amp; Revision Score, the Sector is close to a twelve-year low. The market's response is an unchanged Sector weight in the market composite despite the addition of 111 new companies in the last six years, and a Relative Price Score that has moved in a narrow range over that period. The Sector averages disguise the weak business and market performance of a handful of Sector leaders as well as the overvaluation of the Sector's more successful business models, which is partly a result of a lack of alternatives. Despite the world's most significant Internet investor - Softbank Group (9984 JP)'s Vision Fund - being based in Japan, this fund and other global investors in Internet business have been right to give Japan a 'pass'. 

🇯🇵 Japan • Internet Sector Review - 'Japan Passing'

Japan

Digital Holdings, Inc. operates as an internet advertising agency. The Company provides internet advertising, digital marketing, and other related services for local small and medium-size enterprises. Digital Holdings also offers venture investment, information gathering, and digital shift support education services.

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Digital Holdings Inc (2389 JP)

Digital Holdings (2389 JP): SilverCape’s Hostile Competing Bid Is Met with Countermeasures

Hakuhodo has extended the close of its lower offer. Crucially, the Board has proposed countermeasures that will severely dent SilverCape's chances...

Arun George

Weekly Deals Digest (26 Oct) - Digital Holdings, Soft99, Joy City, Minmetals, Sany, Seres, Pony AI

A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, NZ, Singapore, Japan, Indonesia,...

Arun George

[Japan M&A/Activism] Digital HD (2389 JP) Gets a Counter + 20% - Tough But Not Impossible

Silvercape - the investor who had bought 11% pre-tender, more later - has announced a counterbid for Digital HD. Up 20%. The minimum is low enough...

Travis Lundy

Digital Holdings (2389 JP): SilverCape Counters with a Hostile Preconditional Offer

The situation shares similarities with Soft99 tender. The Board is likely to oppose the SilverCape offer. Hakuhodo’s likely move will be to extend...

Arun George

🇯🇵 Japan • Internet Sector Review - 'Japan Passing'

There are currently 241 listed Japanese companies that can be categorised as Internet businesses. Our classification overlaps with the TOPIX-33...

Campbell Gunn

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