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 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

<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 pre-conditional tender offer from JIC is conditional on several regulatory approvals, notably China SAMR approval. JIC can waive the conditions precedent.</li>
<li>A takeaway from the <a href="https://www.smartkarma.com/entities/broadcom-inc" target="_blank" data-smartkarma-citation="entities:998:1" rel="noopener">Broadcom (AVGO US)</a>/<a href="https://www.smartkarma.com/entities/vmware-inc-class-a" target="_blank" data-smartkarma-citation="entities:756:1" rel="noopener">VMware Inc Class A (VMW US)</a> SAMR clearance is that if JIC is willing to commit to restrictive conditions, SAMR approval can be obtained.</li>
<li>On 6 November, JSR reiterated a late December tender start. However, with time fast running out, the likely scenario is SAMR conditional approval with a delayed tender start.</li>
</ul>



JSR Corp (4185 JP)’s pre-conditional tender offer from JIC is conditional on several regulatory approvals, notably China SAMR approval. JIC can waive the conditions precedent.
A takeaway from the Broadcom (AVGO US)/VMware Inc Class A (VMW US) SAMR clearance is that if JIC is willing to commit to restrictive conditions, SAMR approval can be obtained.
On 6 November, JSR reiterated a late December tender start. However, with time fast running out, the likely scenario is SAMR conditional approval with a delayed tender start.


JSR Corporation (4185 JP): Risk/Reward as SAMR Approves Broadcom/VMware

<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 pre-conditional tender offer from JIC is JPY4,350 per share. Since the deal announcement on 26 June, the gross spread has averaged 6.4%.</li>
<li>The wide gross spread reflects the risk in satisfying the pre-conditions related to country approvals, particularly in China. JIC, unusually can waive all or part of the conditions precedent.</li>
<li>The wild card is geopolitical developments. There are three China approval scenarios. The likely scenario is the deal approval under a normal procedure with a delay to the tender start.</li>
</ul>



JSR Corp (4185 JP)'s pre-conditional tender offer from JIC is JPY4,350 per share. Since the deal announcement on 26 June, the gross spread has averaged 6.4%.
The wide gross spread reflects the risk in satisfying the pre-conditions related to country approvals, particularly in China. JIC, unusually can waive all or part of the conditions precedent.
The wild card is geopolitical developments. There are three China approval scenarios. The likely scenario is the deal approval under a normal procedure with a delay to the tender start.


JSR Corporation (4185 JP): Tender Offer Risk/Reward

<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 recommended JIC’s pre-conditional tender offer of JPY4,350 per share, a 34.5% and 10.6% premium to the undisturbed price and last close, respectively.</li>
<li>The pre-conditions relate to various country approvals. China's approval should be challenging due to Japan’s recent curbs on Chinese exports of chipmaking equipment.</li>
<li>The offer is long-dated and opens in late December. The offer price is attractive compared to peer multiples and just a touch below the all-time share price high.</li>
</ul>



JSR Corp (4185 JP) has recommended JIC’s pre-conditional tender offer of JPY4,350 per share, a 34.5% and 10.6% premium to the undisturbed price and last close, respectively.
The pre-conditions relate to various country approvals. China's approval should be challenging due to Japan’s recent curbs on Chinese exports of chipmaking equipment.
The offer is long-dated and opens in late December. The offer price is attractive compared to peer multiples and just a touch below the all-time share price high.


JSR Corporation (4185 JP): JIC’s Pre-Conditional Tender Offer at JPY4,350

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): 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

JSR Corporation (4185 JP): Risk/Reward as SAMR Approves Broadcom/VMware

JSR has postponed the tender start date from late December to late February 2024 (at the earliest) due to additional time required for SAMR...

Arun George

JSR Corporation (4185 JP): Tender Offer Risk/Reward

The wide gross spread reflects the risk in satisfying the pre-conditions related to country approvals, particularly in China. In this note, we...

Arun George

JSR Corporation (4185 JP): JIC’s Pre-Conditional Tender Offer at JPY4,350

The offer is long-dated and opens in late December. The offer price is attractive. Pre-conditions which require various country approvals are a risk.

Arun George

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