Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On 11 Sep 2025 after the close, <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> announced a takeunder of <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> in MBO form. </li>
<li>Two major holders with 37% roll their stakes into new ownership in <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> and another 17+% probably just fall in line.</li>
<li>Foreigners hold a lot. They may not like the takeunder. It is not clear who would buy this if Hakuhodo does not, or whether it is worth the hassle.</li>
</ul>


On 11 Sep 2025 after the close, Hakuhodo Dy Holdings (2433 JP) announced a takeunder of Digital Holdings Inc (2389 JP) in MBO form. 
Two major holders with 37% roll their stakes into new ownership in Hakuhodo Dy Holdings (2433 JP) and another 17+% probably just fall in line.
Foreigners hold a lot. They may not like the takeunder. It is not clear who would buy this if Hakuhodo does not, or whether it is worth the hassle.


[Japan M&A] Digital HD (2389 JP) MBO Takeunder Is Optically Bad, A Little Light, But Tough to Beat

'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'

David Blennerhassett

<ul>
<li>For December 2025, 5 new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of just ~US$3bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in December was ~87%, with a year-to-date average of ~49%.</li>
<li>The average premiums for transactions in 2024 (124 transactions), 2023 (114), 2022 (104), 2021 (143), 2020 (133), and 2019 (110) were 43%, 39%, 41%, 33%, 31%, and 31%.</li>
</ul>


For December 2025, 5 new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of just ~US$3bn.
The average premium for the new transactions announced (or first discussed) in December was ~87%, with a year-to-date average of ~49%.
The average premiums for transactions in 2024 (124 transactions), 2023 (114), 2022 (104), 2021 (143), 2020 (133), and 2019 (110) were 43%, 39%, 41%, 33%, 31%, and 31%.


(Mostly) Asia M&A, Dec 2025 Wrap: ANE Cayman, Mandom, Predictive Discovery, Hogy Medical

<ul>
<li>I tally xx - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma. Those arbs metrics and upcoming events are detailed below.</li>
<li>Four new (ish) deals were discussed on Smartkarma this week: <a href="https://www.smartkarma.com/entities/360-capital-group-ltd" target="_blank" data-smartkarma-citation="entities:11865:1" rel="noopener">360 Capital (TGP AU)</a>, <a href="https://www.smartkarma.com/entities/humm-group" target="_blank" data-smartkarma-citation="entities:35366:1" rel="noopener">Humm Group (HUM AU)</a> , <a href="https://www.smartkarma.com/entities/hogy-medical-co-ltd" target="_blank" data-smartkarma-citation="entities:10493:1" rel="noopener">Hogy Medical (3593 JP)</a>, and <a href="https://www.smartkarma.com/entities/medical-data-vision-co-ltd" target="_blank" data-smartkarma-citation="entities:8367:1" rel="noopener">Medical Data Vision (3902 JP)</a>.</li>
<li>Key updates/news also took place on: <a href="https://www.smartkarma.com/entities/predictive-discovery-ltd" target="_blank" data-smartkarma-citation="entities:15374:1" rel="noopener">Predictive Discovery (PDI AU)</a>, <a href="https://www.smartkarma.com/entities/renew-energy-global-plc" target="_blank" data-smartkarma-citation="entities:37038:1" rel="noopener">ReNew Energy Global (RNW US)</a>, and <a href="https://www.smartkarma.com/entities/mandom-corp" target="_blank" data-smartkarma-citation="entities:8353:1" rel="noopener">Mandom Corp (4917 JP)</a> </li>
</ul>


I tally xx - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma. Those arbs metrics and upcoming events are detailed below.
Four new (ish) deals were discussed on Smartkarma this week: 360 Capital (TGP AU), Humm Group (HUM AU) , Hogy Medical (3593 JP), and Medical Data Vision (3902 JP).
Key updates/news also took place on: Predictive Discovery (PDI AU), ReNew Energy Global (RNW US), and Mandom Corp (4917 JP) 


Asia-Pac M&A Weekly Wrap: Mandom Humm, Medical Data Vision, Predictive Disc., ReNew Energy Global

<ul>
<li>Back on the 22nd October, PE outfit Adamantem Capital firmed its Offer for <a href="https://www.smartkarma.com/entities/apiam-animal-health-ltd" target="_blank" data-smartkarma-citation="entities:26109:1" rel="noopener">Apiam Animal Health (AHX AU)</a>, Australia's largest rural and regional veterinary group.</li>
<li>The A$0.87/share Offer Price was a 64.5% premium to last close. This included a permitted fully franked dividend up to A$0.10/share. Mix &amp; match options are afforded, including 100% scrip.</li>
<li>
<a href="https://announcements.asx.com.au/asxpdf/20251212/pdf/06t8y2p0w1dc35.pdf" target="_blank" rel="noopener">The Scheme Booklet is now out</a>, with a Scheme Meeting on the 3rd February, and expected implementation on the 23rd Feb 2026. The IE (Kroll) says "fair &amp; reasonable".</li>
</ul>


Back on the 22nd October, PE outfit Adamantem Capital firmed its Offer for Apiam Animal Health (AHX AU), Australia's largest rural and regional veterinary group.
The A$0.87/share Offer Price was a 64.5% premium to last close. This included a permitted fully franked dividend up to A$0.10/share. Mix &amp; match options are afforded, including 100% scrip.

The Scheme Booklet is now out, with a Scheme Meeting on the 3rd February, and expected implementation on the 23rd Feb 2026. The IE (Kroll) says "fair &amp; reasonable".


Apiam Animal Health (AHX AU): 3rd Feb Vote On Adamantem's A$0.87/Share Offer

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)

[Japan M&A] Digital HD (2389 JP) MBO Takeunder Is Optically Bad, A Little Light, But Tough to Beat

The founder and CEO of Digital Holdings are doing an "MBO" which is an LBO by Hakuhodo DY Holdings. What it means is Hakuhodo DY gets to buy DH...

Travis Lundy

🇯🇵 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

(Mostly) Asia M&A, Dec 2025 Wrap: ANE Cayman, Mandom, Predictive Discovery, Hogy Medical

For the month of Dec, 5 new deals were discussed on Smartkarma with an overall deal size of just ~US$3bn. The average premium for the new deals...

David Blennerhassett

Asia-Pac M&A Weekly Wrap: Mandom Humm, Medical Data Vision, Predictive Disc., ReNew Energy Global

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

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

[Japan M&A] Digital HD (2389 JP) MBO Takeunder Is Optically Bad, A Little Light, But Tough to Beat

The founder and CEO of Digital Holdings are doing an "MBO" which is an LBO by Hakuhodo DY Holdings. What it means is Hakuhodo DY gets to buy DH...

Travis Lundy

🇯🇵 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

(Mostly) Asia M&A, Dec 2025 Wrap: ANE Cayman, Mandom, Predictive Discovery, Hogy Medical

For the month of Dec, 5 new deals were discussed on Smartkarma with an overall deal size of just ~US$3bn. The average premium for the new deals...

David Blennerhassett

Asia-Pac M&A Weekly Wrap: Mandom Humm, Medical Data Vision, Predictive Disc., ReNew Energy Global

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

Apiam Animal Health (AHX AU): 3rd Feb Vote On Adamantem's A$0.87/Share Offer

Clean deal. Trading at terms. Unless in - and/or can take advantage of the franking credits - I would be looking elsewhere.

David Blennerhassett