Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On the 19th of September, KKR amended the terms and Scheme/Structure of its Tender Offer for <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a>. I thought the new terms coercive. </li>
<li>On the 26th, FujiSoft decided there had been no change detrimental to general shareholders. On the 27th, KKR amended the Tender Offer Registration Statement to reflect FSI's revised Opinion.</li>
<li>That means Bain needs to change FSI's mind or come out with a big number before the end of the First Tender, leaving lots of stock for Round Two.</li>
</ul>


On the 19th of September, KKR amended the terms and Scheme/Structure of its Tender Offer for Fuji Soft Inc (9749 JP). I thought the new terms coercive. 
On the 26th, FujiSoft decided there had been no change detrimental to general shareholders. On the 27th, KKR amended the Tender Offer Registration Statement to reflect FSI's revised Opinion.
That means Bain needs to change FSI's mind or come out with a big number before the end of the First Tender, leaving lots of stock for Round Two.


FujiSoft (9749) - Somewhat Inexplicable Renewed Opinion of Fairness on KKR Tender

David Blennerhassett

<ul>
<li>I tally 39 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>Two new deals discussed on Smartkarma this week: <a href="https://www.smartkarma.com/entities/xingda-international-holdings" target="_blank" data-smartkarma-citation="entities:17836:1" rel="noopener">Xingda International (1899 HK)</a> and <a href="https://www.smartkarma.com/entities/nsl-ltd-singapore" target="_blank" data-smartkarma-citation="entities:12666:1" rel="noopener">NSL Ltd (NSL SP)</a>. <a href="https://www.smartkarma.com/entities/sun-art-retail-group-ltd" target="_blank" data-smartkarma-citation="entities:401:1" rel="noopener">Sun Art Retail (6808 HK)</a> also susppended due to the Takeovers Code.</li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/dyna-mac-holdings-ltd" target="_blank" data-smartkarma-citation="entities:16153:1" rel="noopener">Dyna Mac Holdings (DMHL SP)</a>, <a href="https://www.smartkarma.com/entities/platinum-asset-management" target="_blank" data-smartkarma-citation="entities:914:1" rel="noopener">Platinum Asset Management (PTM AU)</a>, <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft (9749 JP)</a>, <a href="https://www.smartkarma.com/entities/jtower-inc" target="_blank" data-smartkarma-citation="entities:31042:1" rel="noopener">JTower (4485 JP)</a>, <a href="https://www.smartkarma.com/entities/arvida-group-ltd" target="_blank" data-smartkarma-citation="entities:14485:1" rel="noopener">Arvida (ARV NZ)</a>, and <a href="https://www.smartkarma.com/entities/korea-zinc-co-ltd" target="_blank" data-smartkarma-citation="entities:17944:1" rel="noopener">Korea Zinc (010130 KS)</a>.</li>
</ul>


I tally 39 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Two new deals discussed on Smartkarma this week: Xingda International (1899 HK) and NSL Ltd (NSL SP). Sun Art Retail (6808 HK) also susppended due to the Takeovers Code.
Key updates took place on: Dyna Mac Holdings (DMHL SP), Platinum Asset Management (PTM AU), Fuji Soft (9749 JP), JTower (4485 JP), Arvida (ARV NZ), and Korea Zinc (010130 KS).


(Mostly) Asia-Pac M&A: Dyna Mac, Platinum Asset, Fuji Soft, JTower, Arvida, Korea Zinc, Sun Art

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.

<ul>
<li>The <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> Board has recommended KKR’s first tender offer (JPY8,800). The Board will announce its view on the second tender offer on launch. </li>
<li>The Board sounded out Bain’s progress on a binding proposal and 3D and Farallon's on their irrevocable. The absence of a Bain binding proposal immensely helped the Board’s decision.</li>
<li>Bain has likely left it too late. With a higher offer, Bain could force a recommendation change and hope KKR is shamed into cancelling 3D and Farallon's irrevocable. </li>
</ul>


The Fuji Soft Inc (9749 JP) Board has recommended KKR’s first tender offer (JPY8,800). The Board will announce its view on the second tender offer on launch. 
The Board sounded out Bain’s progress on a binding proposal and 3D and Farallon's on their irrevocable. The absence of a Bain binding proposal immensely helped the Board’s decision.
Bain has likely left it too late. With a higher offer, Bain could force a recommendation change and hope KKR is shamed into cancelling 3D and Farallon's irrevocable. 


Fuji Soft (9749 JP): KKR on the Home Stretch as Bain Dithers

<ul>
<li>On 8 August, KKR and <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> announced a Tender Offer for the company. It was, at the time, an intention to do so. KKR needed approvals.</li>
<li>Fuji Soft had KKR terms, and timing, and approved them. KKR then changed the terms and timing. Now on the 19th, they changed the terms again. </li>
<li>This puts Fuji Soft in a kind of quandary. It's important to think about why and what that leads to.</li>
</ul>


On 8 August, KKR and Fuji Soft Inc (9749 JP) announced a Tender Offer for the company. It was, at the time, an intention to do so. KKR needed approvals.
Fuji Soft had KKR terms, and timing, and approved them. KKR then changed the terms and timing. Now on the 19th, they changed the terms again. 
This puts Fuji Soft in a kind of quandary. It's important to think about why and what that leads to.


Fuji Soft (9749) - Possible Issues with New KKR Amended Terms

<ul>
<li>A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.</li>
<li>ECM developments: <a href="https://www.smartkarma.com/entities/k-bank-co-ltd" target="_blank" data-smartkarma-citation="entities:36073:1" rel="noopener">K Bank (279570 KS)</a> has launched an IPO to raise up to US$734 million.</li>
<li>Event-Driven developments: <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a>, <a href="https://www.smartkarma.com/entities/elan-corp" target="_blank" data-smartkarma-citation="entities:18367:1" rel="noopener">Elan Corp (6099 JP)</a>, <a href="https://www.smartkarma.com/entities/trancom-co-ltd" target="_blank" data-smartkarma-citation="entities:13043:1" rel="noopener">Trancom Co Ltd (9058 JP)</a>, <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>, <a href="https://www.smartkarma.com/entities/china-traditional-chinese-medicine" target="_blank" data-smartkarma-citation="entities:351:1" rel="noopener">China Traditional Chinese Medicine (570 HK)</a>. </li>
</ul>


A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
ECM developments: K Bank (279570 KS) has launched an IPO to raise up to US$734 million.
Event-Driven developments: Fuji Soft Inc (9749 JP), Elan Corp (6099 JP), Trancom Co Ltd (9058 JP), Seven &amp; I Holdings (3382 JP), China Traditional Chinese Medicine (570 HK). 


Weekly Deals Digest (22 Sep) - Fuji Soft, Elan, Trancom, Seven & I, China TCM, Platinum, K Bank

Japan

FUJI SOFT INCORPORATED is an independent software developer, specializing in communications and machine control software, business application software for bank and insurance companies, and operating system software.  Fuji Soft also installs, manages, and maintains computer systems.  The Company develops and sells word processing packaged software and also provides internet service.

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Fuji Soft Inc (9749 JP)

FujiSoft (9749) - Somewhat Inexplicable Renewed Opinion of Fairness on KKR Tender

Fuji Soft's reiteration of its Opinion that the KKR Scheme change was fair was a bit odd considering what they admitted. But it is what it is. Now...

Travis Lundy

(Mostly) Asia-Pac M&A: Dyna Mac, Platinum Asset, Fuji Soft, JTower, Arvida, Korea Zinc, Sun Art

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

Fuji Soft (9749 JP): KKR on the Home Stretch as Bain Dithers

Bain’s dithering on a binding competing proposal left the Board little choice but to recommend the binding proposal at hand - the KKR offer. Bain...

Arun George

Fuji Soft (9749) - Possible Issues with New KKR Amended Terms

KKR's change in FujiSoft Tender Offer Terms and New Scheme were, to my mind, structurally unfair to minorities. FujiSoft has not replied after 6+...

Travis Lundy

Weekly Deals Digest (22 Sep) - Fuji Soft, Elan, Trancom, Seven & I, China TCM, Platinum, K Bank

Last week, notable developments occurred in Event-Driven (Fuji Soft, Elan Corp, Trancom, Seven & I, China TCM, Platinum Investment) and ECM (K Bank).

Arun George

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