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>Bloomberg reports that JIC will start the <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a> tender as early as 19 March. Separately, SUNY RF filed a response to Inpria/JSR’s 6 March filing last night.</li>
<li>My reading of JSR and SUNY RF’s filings suggests that the Court is unlikely to conclude that SUNY RF’s lawsuit will be harmed if JIC proceeds with the tender offer.</li>
<li>JIC seems comfortable taking on the litigation risk (if required). The key risk remains timing. For a late April payment, gross/annualised spread is 0.6%/4.0%.   </li>
</ul>


Bloomberg reports that JIC will start the JSR Corp (4185 JP) tender as early as 19 March. Separately, SUNY RF filed a response to Inpria/JSR’s 6 March filing last night.
My reading of JSR and SUNY RF’s filings suggests that the Court is unlikely to conclude that SUNY RF’s lawsuit will be harmed if JIC proceeds with the tender offer.
JIC seems comfortable taking on the litigation risk (if required). The key risk remains timing. For a late April payment, gross/annualised spread is 0.6%/4.0%.   


JSR Corporation (4185 JP): SUNY RF Responds as JIC Tender Rumoured for a 19 Mar Start

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a> has filed a solid response to SUNY RF’s lawsuit. SUNY RF will counter with a response by 13 March. </li>
<li>The response suggests that SUNY RF’s lawsuit will not be harmed if JIC proceeds with TOB, which is the strongest indication that JIC is comfortable taking on the litigation risk. </li>
<li>A media article stating that SAMR has allowed JIC to withdraw its merger control filing helps explain the current tight spread. However, the article needs to be treated with caution. </li>
</ul>



JSR Corp (4185 JP) has filed a solid response to SUNY RF’s lawsuit. SUNY RF will counter with a response by 13 March. 
The response suggests that SUNY RF’s lawsuit will not be harmed if JIC proceeds with TOB, which is the strongest indication that JIC is comfortable taking on the litigation risk. 
A media article stating that SAMR has allowed JIC to withdraw its merger control filing helps explain the current tight spread. However, the article needs to be treated with caution. 


JSR Corporation (4185 JP): Response to SUNY RF Lawsuit and Rumours of SAMR Approval

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a>’s shares rose 4.8% due to a <a href="https://www.nikkan.co.jp/articles/view/00703806" target="_blank" rel="noopener">Nikkan Kogyo article</a> that states that JIC will start the tender within the month due to concluding negotiations with SAMR. </li>
<li>Caution is warranted as JSR has not provided a customary timeline update, no confirmatory disclosure from SAMR and JSR’s response to SUNY RF’s claims are yet to be filed.</li>
<li>Based on current information, there are five possible tender scenarios. In the worst case, the downside risk on a deal break should be muted due to the market re-rating. </li>
</ul>



JSR Corp (4185 JP)’s shares rose 4.8% due to a Nikkan Kogyo article that states that JIC will start the tender within the month due to concluding negotiations with SAMR. 
Caution is warranted as JSR has not provided a customary timeline update, no confirmatory disclosure from SAMR and JSR’s response to SUNY RF’s claims are yet to be filed.
Based on current information, there are five possible tender scenarios. In the worst case, the downside risk on a deal break should be muted due to the market re-rating. 


JSR Corporation (4185 JP): Something Is Brewing, but Nobody Knows Quite What

<ul>
<li>The Research Foundation of the State University of New York (SUNY RF) has filed a patent infringement lawsuit against <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a> and its subsidiary, Inpria.</li>
<li>SUNY RF claims the “<em>planned tender offer will irreparably harm SUNY RF absent preliminary relief</em>” and filed a motion for a preliminary injunction to stop JSR licensing patents to JIC.</li>
<li>JSR has yet to file a response, making it hard to judge the lawsuit’s merits. The best case is the PI is not granted, delaying the tender by a month.  </li>
</ul>


The Research Foundation of the State University of New York (SUNY RF) has filed a patent infringement lawsuit against JSR Corp (4185 JP) and its subsidiary, Inpria.
SUNY RF claims the “planned tender offer will irreparably harm SUNY RF absent preliminary relief” and filed a motion for a preliminary injunction to stop JSR licensing patents to JIC.
JSR has yet to file a response, making it hard to judge the lawsuit’s merits. The best case is the PI is not granted, delaying the tender by a month.  


JSR Corporation (4185 JP): An Unwelcome US Lawsuit as Tender Start Looms

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a> pre-conditional tender offer from JIC is JPY4,350 per share. Since the deal announcement, the gross spread has averaged 7.7%.</li>
<li>The wide gross spread reflects the risk in satisfying the pre-condition related to China SAMR approval and potentially shareholder approval due to <a href="https://www.smartkarma.com/entities/shin-etsu-chemical-co-ltd" target="_blank" data-smartkarma-citation="entities:4481:1" rel="noopener">Shin Etsu Chemical (4063 JP)</a>’s re-rating.</li>
<li>SAMR conditional approval would fit with the late February tender start timeline (at the earliest). Despite Shin-Etsu’s re-rating, the offer still looks reasonable.</li>
</ul>



JSR Corp (4185 JP) pre-conditional tender offer from JIC is JPY4,350 per share. Since the deal announcement, the gross spread has averaged 7.7%.
The wide gross spread reflects the risk in satisfying the pre-condition related to China SAMR approval and potentially shareholder approval due to Shin Etsu Chemical (4063 JP)’s re-rating.
SAMR conditional approval would fit with the late February tender start timeline (at the earliest). Despite Shin-Etsu’s re-rating, the offer still looks reasonable.


JSR Corporation (4185 JP): Risk/Reward in Context of Shin-Etsu’s Re-Rating and Looming Tender Start

United States

DuPont de Nemours, Inc. operates as a chemical company. The Company offers elastomeric photopolymer printing plates, structural and elastic adhesives, fluids, reinforcing composites, foams, coatings, rubber and elastomers, topical ingredients, food ingredients, animal nutrition, biomaterials, water purification technologies, and fibers.

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DuPont (DD US)

JSR Corporation (4185 JP): SUNY RF Responds as JIC Tender Rumoured for a 19 Mar Start

SAMR approval looks done. JIC seems comfortable taking on the litigation risk (if required). The key risk remains timing. For a late April payment,...

Arun George

JSR Corporation (4185 JP): Response to SUNY RF Lawsuit and Rumours of SAMR Approval

JSR has filed a solid response to SUNY RF’s lawsuit. Crucially, the response implies that JIC is comfortable taking on litigation risk. Separately,...

Arun George

JSR Corporation (4185 JP): Something Is Brewing, but Nobody Knows Quite What

While a tender start by March-end is possible, we would treat the news article cautiously. Based on current information, there are five possible...

Arun George

JSR Corporation (4185 JP): An Unwelcome US Lawsuit as Tender Start Looms

SUNY RF filed a patent lawsuit against JSR and a motion to prevent licensing patents to JIC. Court proceedings over the coming weeks will clarify...

Arun George

JSR Corporation (4185 JP): Risk/Reward in Context of Shin-Etsu’s Re-Rating and Looming Tender Start

SAMR conditional approval would fit with the late February tender start timeline. Despite Shin-Etsu’s re-rating, the offer still looks reasonable....

Arun George

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