Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<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

<ul>
<li>The <a href="https://www.smartkarma.com/entities/katakura-industries-co-ltd" target="_blank" data-smartkarma-citation="entities:2007:1" rel="noopener">Katakura Industries (3001 JP)</a> MBO has been in danger since Day 1 as the shares have yet to trade below terms. It was cheap, but it was an exit.</li>
<li>The activist-ish investor who agreed to tender their shares into the MBO left themselves an out if another investor came over the top. One did. </li>
<li>The investor who came over the top has a brief history as "activist" on cash- and asset-rich smallcaps. We don't know yet where this will go.</li>
</ul>


The Katakura Industries (3001 JP) MBO has been in danger since Day 1 as the shares have yet to trade below terms. It was cheap, but it was an exit.
The activist-ish investor who agreed to tender their shares into the MBO left themselves an out if another investor came over the top. One did. 
The investor who came over the top has a brief history as "activist" on cash- and asset-rich smallcaps. We don't know yet where this will go.


Katakura (3001) Tender In Danger As New Player Displaces Activist Who Agreed To Tender

On 9 September, <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> announced they would launch a Tender Offer at ¥2,000/share to acquire 27.68% of <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> to take them to 48.00%. This was discussed in <a href="https://www.smartkarma.com/insights/sbi-8473-launches-a-hostile-tender-offer-on-shinsei-bank-8303" target="_blank" data-smartkarma-citation="insights:57426" rel="noopener">SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)!</a> After the weekend had passed, there was news that Shinsei was looking for a white knight, and the Board would meet this past week to discuss a poison pill warrant issuance. This was discussed in <a href="https://www.smartkarma.com/insights/shinsei-looks-to-a-poison-pill-but-probably-not-really" target="_blank" data-smartkarma-citation="insights:57630" rel="noopener">Shinsei Looks To A Poison Pill, But Probably Not Really</a> on 14 September. During the week, there were suggestions from the Nikkei that Shinsei had approached <a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a> and <a href="https://www.smartkarma.com/entities/sony-corp" target="_blank" data-smartkarma-citation="entities:563:1" rel="noopener">Sony Corp (6758 JP)</a> and possibly a "rehabilitation fund" to be white knights. The two corporates already own banks but are relatively and highly independent from bank-led keiretsu affiliations and associations, and the rehabilitation fund would almost necessarily be independent.  Shibata Hisashi, the head of the Regional Banks Association of Japan said on the 15th in a press conference that hostile takeover bids for regional banks were not the preferable outcome because they can unsettle customers and business partners within their region. On 16 September, Shinsei released a long <a href="https://www.shinseibank.com/corporate/en/news/pdf/pdf2021/210916_Announcement_e.pdf" target="_blank" rel="noopener">report</a>, suggesting SBI's account of the relationship to date had been "inaccurate" or "insufficient" and proceeded to clarify things. SBI had said their proposal for a capital and business alliance in September 2019 had been ignored but Shinsei explained the reason for the rejection, and said that SBI accepted it at the time. Shinsei said they had not received a subsequent proposal (despite SBI saying they had made proposals on a continuous basis). Shinsei appears to correct the facts about the Monex tie-up. The details are somewhat eye-opening. <ul>
<li>SBI had proposed it buy up to 48%, then have Shinsei buy back shares from the market to reduce the percentage of general shareholders holding shares. When SBI and the government together owned 90%, they would squeeze out minority shareholders. After doing so, they would repurchase shares held by the government [unspoken is that it would happen at a higher price]. </li>
<li>The Board of Shinsei noted that without control, synergies would not have been meaningful, and buying out minorities at a price lower than the government posted logistical and governance problems. </li>
<li>Furthermore, Shinsei's clarification of the Monex situation seems to not jive with SBI's claims. </li>
</ul>There will always be a "he said, she said" problem where context, perceptions, and explanation do not match, but when they do show up, one side often gets the worse public perception because of the method and timing of presentation. On the 17th September, Shinsei <a href="https://www.shinseibank.com/corporate/en/news/pdf/pdf2021/210917_Announcement2_e.pdf" target="_blank" rel="noopener">announced</a> that it "reserved" its Target Opinion on the SBI Tender Offer based on having sent SBI questions but having not received answers yet. Shinsei also <a href="https://www.shinseibank.com/corporate/en/news/pdf/pdf2021/210917_Announcement1_e.pdf" target="_blank" rel="noopener">announced</a> the introduction of Takeover Defense Measures via Poison PillShareholder Rights (56 pages) to be introduced at an EGM, also <a href="https://www.shinseibank.com/corporate/en/news/pdf/pdf2021/210917_Announcement3_e.pdf" target="_blank" rel="noopener">announcing</a> that the Record Date would be 13 October (and an official announcement would be made 28 September.SBI provided an <a href="https://www.sbigroup.co.jp/news/2021/0917_12649.html" target="_blank" rel="noopener">initial response</a> (in Japanese) saying that the Tender Offer was long enough, and that the Shinsei request for an extension was only a tactic to waste time, and warned they may be required to withdraw the Tender Offer under certain circumstances.That sets the stage we discuss more fully below.

On 9 September, SBI Holdings (8473 JP) announced they would launch a Tender Offer at ¥2,000/share to acquire 27.68% of Shinsei Bank (8303 JP) to take them to 48.00%. This was discussed in SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)! After the weekend had passed, there was news that Shinsei was looking for a white knight, and the Board would meet this past week to discuss a poison pill warrant issuance. This was discussed in Shinsei Looks To A Poison Pill, But Probably Not Really on 14 September. During the week, there were suggestions from the Nikkei that Shinsei had approached Seven &amp; I Holdings (3382 JP) and Sony Corp (6758 JP) and possibly a "rehabilitation fund" to be white knights. The two corporates already own banks but are relatively and highly independent from bank-led keiretsu affiliations and associations, and the rehabilitation fund would almost necessarily be independent.  Shibata Hisashi, the head of the Regional Banks Association of Japan said on the 15th in a press conference that hostile takeover bids for regional banks were not the preferable outcome because they can unsettle customers and business partners within their region. On 16 September, Shinsei released a long report, suggesting SBI's account of the relationship to date had been "inaccurate" or "insufficient" and proceeded to clarify things. SBI had said their proposal for a capital and business alliance in September 2019 had been ignored but Shinsei explained the reason for the rejection, and said that SBI accepted it at the time. Shinsei said they had not received a subsequent proposal (despite SBI saying they had made proposals on a continuous basis). Shinsei appears to correct the facts about the Monex tie-up. The details are somewhat eye-opening. 
SBI had proposed it buy up to 48%, then have Shinsei buy back shares from the market to reduce the percentage of general shareholders holding shares. When SBI and the government together owned 90%, they would squeeze out minority shareholders. After doing so, they would repurchase shares held by the government [unspoken is that it would happen at a higher price]. 
The Board of Shinsei noted that without control, synergies would not have been meaningful, and buying out minorities at a price lower than the government posted logistical and governance problems. 
Furthermore, Shinsei's clarification of the Monex situation seems to not jive with SBI's claims. 
There will always be a "he said, she said" problem where context, perceptions, and explanation do not match, but when they do show up, one side often gets the worse public perception because of the method and timing of presentation. On the 17th September, Shinsei announced that it "reserved" its Target Opinion on the SBI Tender Offer based on having sent SBI questions but having not received answers yet. Shinsei also announced the introduction of Takeover Defense Measures via Poison PillShareholder Rights (56 pages) to be introduced at an EGM, also announcing that the Record Date would be 13 October (and an official announcement would be made 28 September.SBI provided an initial response (in Japanese) saying that the Tender Offer was long enough, and that the Shinsei request for an extension was only a tactic to waste time, and warned they may be required to withdraw the Tender Offer under certain circumstances.That sets the stage we discuss more fully below.

Shinsei To Launch a Poison Pill; SBI Plays Coy, So We Wait

On Thursday 9 September, <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> announced a Tender Offer aimed at lifting its stake in <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> to 48% at a sharp premium (up 46%). It hadn't warned Shinsei Bank of its intention to do so.Kana Inagaki and Leo Lewis at the FT had a <a href="https://www.ft.com/content/1a863d9d-b081-4a9e-99d7-dbcd828aab75" target="_blank" rel="noopener">story</a> early Thursday evening describing the situation - the most concise and accurate take I have seen. I followed up hours later with something wordier in <a href="https://www.smartkarma.com/insights/sbi-8473-launches-a-hostile-tender-offer-on-shinsei-bank-8303" target="_blank" data-smartkarma-citation="insights:57426" rel="noopener">SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)!</a> On Thursday night the ADRs rose to ¥1930/share equivalent. On Friday, the stock went limit up, Smartkarma held a Flash Webinar, and <a href="https://www.smartkarma.com/profiles/mio-kato" target="_blank" data-smartkarma-citation="accounts:713" rel="noopener">Mio Kato</a> added <a href="https://www.smartkarma.com/insights/shinsei-bank-valuations" target="_blank" data-smartkarma-citation="insights:57474" rel="noopener">Shinsei Bank - Valuations</a> to the anthology. Over the weekend, articles were everywhere in the media, but they didn't say much. Shinsei hadn't told them what to say and SBI had already done the talking for its part. Trading resumed on Monday and the stock opened above the Tender Offer Price ¥2000/share before closing a bit lower. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/229/720/original/Screenshot+2021-09-14+at+7.25.24+PM.png?1631618746" class="editor-image img-responsive" data-smartkarma-image-id="229720"></figure></section><hr>Yesterday saw articles suggesting Shinsei Bank would send SBI a list of questions to answer, would look at what they got back, and then would decide their opinion. <h3>But TODAY we see the real start of the game. </h3>The Nikkei <a href="https://www.nikkei.com/article/DGXZQOUB146UA0U1A910C2000000/?unlock=1" target="_blank" rel="noopener">reported</a> in a short article a few hours ago that Shinsei's board would meet this week to approve an "emergency" poison pill defence. How that would work might matter, but it might not. More below the fold.

On Thursday 9 September, SBI Holdings (8473 JP) announced a Tender Offer aimed at lifting its stake in Shinsei Bank (8303 JP) to 48% at a sharp premium (up 46%). It hadn't warned Shinsei Bank of its intention to do so.Kana Inagaki and Leo Lewis at the FT had a story early Thursday evening describing the situation - the most concise and accurate take I have seen. I followed up hours later with something wordier in SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)! On Thursday night the ADRs rose to ¥1930/share equivalent. On Friday, the stock went limit up, Smartkarma held a Flash Webinar, and Mio Kato added Shinsei Bank - Valuations to the anthology. Over the weekend, articles were everywhere in the media, but they didn't say much. Shinsei hadn't told them what to say and SBI had already done the talking for its part. Trading resumed on Monday and the stock opened above the Tender Offer Price ¥2000/share before closing a bit lower. Yesterday saw articles suggesting Shinsei Bank would send SBI a list of questions to answer, would look at what they got back, and then would decide their opinion. But TODAY we see the real start of the game. The Nikkei reported in a short article a few hours ago that Shinsei's board would meet this week to approve an "emergency" poison pill defence. How that would work might matter, but it might not. More below the fold.

Shinsei Looks To A Poison Pill, But Probably Not Really

In late April 2021, just before Golden Week, a Singaporean fund called Aslead Capital, backed by a family office, announced a bid to get to a stake of 40% or more in <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>. They had gone from a 5% stake to a 16.75% stake ahead of the deal.This was a hostile bid, and was treated as hostile from the get-go. But it was neither high enough to be interesting to investors, nor low enough to be upsetting. The most interesting thing about the deal to me from the start was the website of the family office which provided some of the capital. It is still great (<a href="https://y-n10.com/" target="_blank" rel="noopener">https://y-n10.com/</a>). The second most interesting thing was that another investor - the scion of the Shigeta family - appeared to have piggybacked on Aslead's interest and built a stake of 8+% and in the process of the deal, he bought another 1% to get to just over 9%. At the end of May the company's Special Committee came out <a href="https://ssl4.eir-parts.net/doc/5009/tdnet/1980098/00.pdf" target="_blank" rel="noopener">against</a> the deal. The Aslead proposal was incomplete and with ENEOS being a super-important counterparty (representing 80% of COGS), the importance of maintaining a good relationship with ENEOS was paramount. An ill-advised control change could threaten that relationship. Furthermore, Aslead was saying that delisting it to restructure while private was necessary but Aslead was not making the Tender Offer work to that end. The Company also basically said "they only want us for our cash." That probably wasn't strictly true. They also wanted the solar farms.It was too cheap to be doable, and in <a href="https://www.smartkarma.com/insights/aslead-capital-hostile-offer-for-fuji-kosan-5009" target="_blank" data-smartkarma-citation="insights:50800" rel="noopener">Aslead Capital Hostile Offer for Fuji Kosan (5009)</a> I said I did not think it likely the deal would get done the way it was proposed. I was, however, bullish that something else would get done. It did. Unfortunately, not the way I had figured. When the Company came out against, they proposed a rights offering which would dilute Aslead.

In late April 2021, just before Golden Week, a Singaporean fund called Aslead Capital, backed by a family office, announced a bid to get to a stake of 40% or more in Fuji Kosan Company (5009 JP). They had gone from a 5% stake to a 16.75% stake ahead of the deal.This was a hostile bid, and was treated as hostile from the get-go. But it was neither high enough to be interesting to investors, nor low enough to be upsetting. The most interesting thing about the deal to me from the start was the website of the family office which provided some of the capital. It is still great (https://y-n10.com/). The second most interesting thing was that another investor - the scion of the Shigeta family - appeared to have piggybacked on Aslead's interest and built a stake of 8+% and in the process of the deal, he bought another 1% to get to just over 9%. At the end of May the company's Special Committee came out against the deal. The Aslead proposal was incomplete and with ENEOS being a super-important counterparty (representing 80% of COGS), the importance of maintaining a good relationship with ENEOS was paramount. An ill-advised control change could threaten that relationship. Furthermore, Aslead was saying that delisting it to restructure while private was necessary but Aslead was not making the Tender Offer work to that end. The Company also basically said "they only want us for our cash." That probably wasn't strictly true. They also wanted the solar farms.It was too cheap to be doable, and in Aslead Capital Hostile Offer for Fuji Kosan (5009) I said I did not think it likely the deal would get done the way it was proposed. I was, however, bullish that something else would get done. It did. Unfortunately, not the way I had figured. When the Company came out against, they proposed a rights offering which would dilute Aslead. 

Fuji Kosan Wins In Court, Aslead Walks Away

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.

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Fuji Kosan Company (5009 JP)

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

Katakura (3001) Tender In Danger As New Player Displaces Activist Who Agreed To Tender

The Katakura Industries (3001) Tender Offer was not looking good until it finally dropped back 10 days ago. Late last week it started lifting off....

Travis Lundy

Shinsei To Launch a Poison Pill; SBI Plays Coy, So We Wait

Shinsei announced Friday it would later announce a Poison Pill at end-Sep, followed by an EGM Record Date in mid-Oct. This is setting up to go full...

Travis Lundy

Shinsei Looks To A Poison Pill, But Probably Not Really

Shinsei is said to be looking to a poison pill, even before it has the answers to questions back from SBI. That tells you what you need to know....

Travis Lundy

Fuji Kosan Wins In Court, Aslead Walks Away

Fuji Kosan decided the hostile tender was bad, proposed a warrant poison pill, defeated an injunction proposal in court, and the AGM agreed to the...

Travis Lundy

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