Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>A Nikkei article this morning says the mystery bidder behind WK1/2/3 Limited is Nintendo founding family's Yamauchi No.10 Family Office. This changes things more than just knowing their identity does.</li>
<li>To start, their website is the most fun investment management company website I have come across. It's great.  <a href="https://y-n10.com/" target="_blank" rel="noopener">https://y-n10.com/</a>. It's also well worth reading. It's also worth noting their history.</li>
<li>Understanding the parameters here is key to understanding possible next steps.</li>
</ul>


A Nikkei article this morning says the mystery bidder behind WK1/2/3 Limited is Nintendo founding family's Yamauchi No.10 Family Office. This changes things more than just knowing their identity does.
To start, their website is the most fun investment management company website I have come across. It's great.  https://y-n10.com/. It's also well worth reading. It's also worth noting their history.
Understanding the parameters here is key to understanding possible next steps.


ToyoKen (1890) Mystery Bidder Is Yamauchi No. 10 Family Office - And That Changes Things

<ul>
<li>Today, YFO (WK1 Limited) filed an <a href="https://disclosure2dl.edinet-fsa.go.jp/searchdocument/pdf/S100QXII.pdf?sv=2020-08-04&amp;st=2023-06-13T12%3A26%3A16Z&amp;se=2028-06-13T15%3A00%3A00Z&amp;sr=b&amp;sp=rl&amp;sig=oUK2bOEu4Z3eq5k0U3V3UgPd%2FFhlZkvPaUiHl9LDMjc%3D" target="_blank" rel="noopener">amendment</a> to its Large Shareholder Filing saying it had increased its stake from 27.19% to 28.51%. GK Yamauchi No10 Family Office bought 1.32%.</li>
<li>Almost immediately, <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> said YFO<a href="https://www.toyo-const.co.jp/wp/wp-content/uploads/2023/06/20230613.pdf" target="_blank" rel="noopener"> had likely conducted an illegal act</a> according to US Securities Exchange Act of 1934, Rule 14e-5. This is likely hogwash.</li>
<li>YFO is upping its stake for a zero premium tender and Toyo is fighting old battles. And the stock chugs higher.</li>
</ul>


Today, YFO (WK1 Limited) filed an amendment to its Large Shareholder Filing saying it had increased its stake from 27.19% to 28.51%. GK Yamauchi No10 Family Office bought 1.32%.
Almost immediately, Toyo Construction (1890 JP) said YFO had likely conducted an illegal act according to US Securities Exchange Act of 1934, Rule 14e-5. This is likely hogwash.
YFO is upping its stake for a zero premium tender and Toyo is fighting old battles. And the stock chugs higher.


Yamauchi Family Office Buys More Toyo; Toyo Claims More Malfeasance, ISS Supports YFO

<ul>
<li>On 24 May, <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> (TC) came out fighting against Yamauchi No.10 Family Office (YFO), presenting a poison pill and accusing YFO of "extreme dishonesty" despite standstill agreement. </li>
<li>YFO presented hundreds of pages of defence, TC continued to accuse the YFO co-CIO and others of wrongdoing. To me, TC was clearly acting in bad faith. </li>
<li>After ISS and later Glass Lewis came out against TC's proposal, YFO continued to ask for the PP to be pulled, TC has finally relented. Now we wait some more.</li>
</ul>


On 24 May, Toyo Construction (1890 JP) (TC) came out fighting against Yamauchi No.10 Family Office (YFO), presenting a poison pill and accusing YFO of "extreme dishonesty" despite standstill agreement. 
YFO presented hundreds of pages of defence, TC continued to accuse the YFO co-CIO and others of wrongdoing. To me, TC was clearly acting in bad faith. 
After ISS and later Glass Lewis came out against TC's proposal, YFO continued to ask for the PP to be pulled, TC has finally relented. Now we wait some more.


Toyo Cancels Poison Pill At Last Minute - Range to the Upside

<ul>
<li>As discussed in the last insight, there was the possibility that YFO was jumping the gun. From the near 100+ pages released by <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> today, they did.</li>
<li>TC accused YFO of being "dishonest" in its attitude and actions, from the "reasons" stated in its Large Shareholder Report and market purchases to YFO's Murakami-san's previous interactions.</li>
<li>What TC doesn't yet understand is that when a company is in play, if a "market check" comes in, that's OK. Investors are not hurt by a higher bid.</li>
</ul>


As discussed in the last insight, there was the possibility that YFO was jumping the gun. From the near 100+ pages released by Toyo Construction (1890 JP) today, they did.
TC accused YFO of being "dishonest" in its attitude and actions, from the "reasons" stated in its Large Shareholder Report and market purchases to YFO's Murakami-san's previous interactions.
What TC doesn't yet understand is that when a company is in play, if a "market check" comes in, that's OK. Investors are not hurt by a higher bid.


Toyo Construction Comes Out Fighting Against YFO, But Sincerely.

<ul>
<li>Last year, Aslead Capital tried a hostile partial tender offer on Fuji Kosan, perhaps to get in, or perhaps to try to trigger an overbid to exit. </li>
<li>
<a href="https://www.smartkarma.com/entities/fuji-kosan-company-ltd" target="_blank" data-smartkarma-citation="entities:17867:1" rel="noopener">Fuji Kosan Company (5009 JP)</a> made life difficult for them, and Aslead backed down. Now the stock has fallen 25% from where they made their Tender Offer.</li>
<li>And now they are selling. That will leave ENEOS and SHIGETA Mitsutoki as the two largest shareholders.... 👀</li>
</ul>


Last year, Aslead Capital tried a hostile partial tender offer on Fuji Kosan, perhaps to get in, or perhaps to try to trigger an overbid to exit. 

Fuji Kosan Company (5009 JP) made life difficult for them, and Aslead backed down. Now the stock has fallen 25% from where they made their Tender Offer.
And now they are selling. That will leave ENEOS and SHIGETA Mitsutoki as the two largest shareholders.... 👀


Aslead To Exit Fuji Kosan, Leaving Would-Be Activist Shigeta-San

Japan

FUJI KOSAN COMPANY, LTD. distributes oil and petroleum products purchased from Nippon Oil and its affiliated companies.  The Company's products include fuels, lubricants, and asphalts.  Fuji Kosan also leases construction machinery.

Fuji Kosan Company (5009 JP)

ToyoKen (1890) Mystery Bidder Is Yamauchi No. 10 Family Office - And That Changes Things

The Mystery Bidders WK 1-3 are, according to a Nikkei article in mid-day, Yamauchi Number 10 Family Office. This changes things. It is worth...

Travis Lundy

Yamauchi Family Office Buys More Toyo; Toyo Claims More Malfeasance, ISS Supports YFO

Toyo rails against YFO. ISS recommends to mostly support YFO. YFO increases its stake in Toyo Construction, Toyo objects and calls it unfair...

Travis Lundy

Toyo Cancels Poison Pill At Last Minute - Range to the Upside

Toyo Construction - after weeks of accusations/defamation against YFO - has decided to withdraw its poison pill. That is positive, and suggests...

Travis Lundy

Toyo Construction Comes Out Fighting Against YFO, But Sincerely.

Toyo Construction yesterday laid out a case for why YFO is the bad guy. TC want to slow everything down after YFO pushed too hard. This was not...

Travis Lundy

Aslead To Exit Fuji Kosan, Leaving Would-Be Activist Shigeta-San

Aslead Capital is bailing on Fuji Kosan 11mos after launching a Tender Offer which failed because of the company's defense mechanism. This is...

Travis Lundy