Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Well-known largecap Japanese Security Services firm <a href="https://www.smartkarma.com/entities/secom-co-ltd" target="_blank" data-smartkarma-citation="entities:11405:1" rel="noopener">Secom Co Ltd (9735 JP)</a> on Friday announced a Tender Offer to take out minorities of its subsidiary <a href="https://www.smartkarma.com/entities/secom-joshinetsu-co-ltd" target="_blank" data-smartkarma-citation="entities:2081:1" rel="noopener">Secom Joshinetsu (4342 JP)</a>. This is a slightly unusual two-step transaction. To start with, while SECOM itself only owns 54%, the combination of SECOM, its Singaporean sub, two connected individuals and two partner companies gets Related Parties to 73.6%. SECOM will conduct a Tender Offer for the shares of Secom Joshinetsu at ¥6350/share, which is a 66.2% premium to Friday's close, then will merge SECOM Joshinetsu into SECOM at a scrip exchange ratio to be determined later. That looks like a good premium.Is it good enough? It doesn't really matter.

Well-known largecap Japanese Security Services firm Secom Co Ltd (9735 JP) on Friday announced a Tender Offer to take out minorities of its subsidiary Secom Joshinetsu (4342 JP). This is a slightly unusual two-step transaction. To start with, while SECOM itself only owns 54%, the combination of SECOM, its Singaporean sub, two connected individuals and two partner companies gets Related Parties to 73.6%. SECOM will conduct a Tender Offer for the shares of Secom Joshinetsu at ¥6350/share, which is a 66.2% premium to Friday's close, then will merge SECOM Joshinetsu into SECOM at a scrip exchange ratio to be determined later. That looks like a good premium.Is it good enough? It doesn't really matter. 

Secom To Finally Buy Out Affiliate Secom Joshinetsu (4342)

<a href="https://www.smartkarma.com/entities/eps-holdings-inc" target="_blank" data-smartkarma-citation="entities:13246:1" rel="noopener">Eps Holdings (4282 JP)</a> was founded in 1991 by Hao Yan with 100,000 yen when he was 28 years old. It was a company which was built around software to manage clinical trials. Basically, the entire company was built off that idea of providing an infrastructure to allow a small company to act like a big one, or to allow a big one to interface with 5,000 smaller ones. A couple of years later the company became a CRO (Contract Research Organization) by amalgamating case registration and drug allocation services for those same clinical trials. Less than a decade later and they were managing the interfaces with clinical trial sites (i.e. they were a Site Management Organization (SMO)) for pharmaceutical companies, then they tacked on a CSO (Contract Sales Organization) status so they could take existing product from that same group of pharmaceutical companies for whom they were managing drug trials and could sell those drugs to the same doctors who were in situ at the thousands of sites across Japan conducting trials. Later, the company launched some of those same services in China and in SE Asia. It's a good business. About 15yrs ago the company listed on the TSE1. About five years ago they formed a tie-up with <a href="https://www.smartkarma.com/entities/suzuken-co-ltd" target="_blank" data-smartkarma-citation="entities:14996:1" rel="noopener">Suzuken Co Ltd (9987 JP)</a>. Now they are participating in the joint development of a DNA vaccine for covid-19. <h2>The NEW News</h2>Earlier this week, EPS launched a Takeunder of a Hong Kong company called Speed Apparel Holdings (3860 HK - held as to 75% by a single holder). It's not clear why they are doing this takeunder but it has been arranged as of earlier this spring.And on Thursday 27 May, the company announced that Mr. Hao Yan's company and an executive team of EPS would launch a Management Buyout (MBO) of EPS Holdings with contributions from partner Suzuken and MBK Partners as sponsor.It's a decent deal at a decent premium so... we dig in.

Eps Holdings (4282 JP) was founded in 1991 by Hao Yan with 100,000 yen when he was 28 years old. It was a company which was built around software to manage clinical trials. Basically, the entire company was built off that idea of providing an infrastructure to allow a small company to act like a big one, or to allow a big one to interface with 5,000 smaller ones. A couple of years later the company became a CRO (Contract Research Organization) by amalgamating case registration and drug allocation services for those same clinical trials. Less than a decade later and they were managing the interfaces with clinical trial sites (i.e. they were a Site Management Organization (SMO)) for pharmaceutical companies, then they tacked on a CSO (Contract Sales Organization) status so they could take existing product from that same group of pharmaceutical companies for whom they were managing drug trials and could sell those drugs to the same doctors who were in situ at the thousands of sites across Japan conducting trials. Later, the company launched some of those same services in China and in SE Asia. It's a good business. About 15yrs ago the company listed on the TSE1. About five years ago they formed a tie-up with Suzuken Co Ltd (9987 JP). Now they are participating in the joint development of a DNA vaccine for covid-19. The NEW NewsEarlier this week, EPS launched a Takeunder of a Hong Kong company called Speed Apparel Holdings (3860 HK - held as to 75% by a single holder). It's not clear why they are doing this takeunder but it has been arranged as of earlier this spring.And on Thursday 27 May, the company announced that Mr. Hao Yan's company and an executive team of EPS would launch a Management Buyout (MBO) of EPS Holdings with contributions from partner Suzuken and MBK Partners as sponsor.It's a decent deal at a decent premium so... we dig in.

Another Too-Cheap MBO as Founder Takes Out EPS

Japan

EPS Holdings, Inc. provides clinical testing services to contract research organizations (CROs) who are in the pharmaceutical industry in Japan. The Company's services range from planning, monitoring, and analyzing study and clinical testing for development of new drugs. EPS also develops systems and provides data management as well as patent registration.

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EPS Holdings (4282 JP)

Secom To Finally Buy Out Affiliate Secom Joshinetsu (4342)

Secom is finally taking out Secom Joshinetsu minorities. Because affiliates own more than 13%, this deal is done before it starts. You get cash, or...

Travis Lundy

Another Too-Cheap MBO as Founder Takes Out EPS

EPS Holdings is being taken private by its founder in an MBO with help from existing directors and insiders, Suzuken, and MBK. Not unusually, it is...

Travis Lundy

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