Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>In December-2024, this deal was mooted and it came out as expected. But the implied growth in management forecasts was higher than expected so the price came in quite light.</li>
<li>In March when the deal was announced, it seemed like a tough call, but three weeks later Value Act decided they would tender, but would reinvest in the back end.</li>
<li>The deal is now approved, and launches tomorrow. It gets done, I expect, but it is not a model deal other than being one showing the loopholes available to buyers.</li>
</ul>


In December-2024, this deal was mooted and it came out as expected. But the implied growth in management forecasts was higher than expected so the price came in quite light.
In March when the deal was announced, it seemed like a tough call, but three weeks later Value Act decided they would tender, but would reinvest in the back end.
The deal is now approved, and launches tomorrow. It gets done, I expect, but it is not a model deal other than being one showing the loopholes available to buyers.


[Japan M&A] - KKR Launches Still-Too-Light Topcon (7732) Deal

<ul>
<li>The difference between an LBO (Leveraged Buy Out) and an MBO (Management Buy Out) is that an MBO is usually just an LBO where the buyers don't replace the CEO.</li>
<li>After 4+mos  of speculation/noise since a Bloomberg article said Topcon was weighing takeover bids, we have a deal. KKR and JIC will buy out Topcon in an "MBO" at ¥3,300/share.</li>
<li>Unusually, the lower limit is 50.1%. This is an OK exit for the "<a href="https://www.smartkarma.com/insights/thinking-about-topcon-7732-and-the-new-meti-enabled-bad-cop-good-cop-routine" target="_blank" rel="noopener">Bad Cops</a>" but not a great one. It should be higher. Start delayed for 4 months.</li>
</ul>


The difference between an LBO (Leveraged Buy Out) and an MBO (Management Buy Out) is that an MBO is usually just an LBO where the buyers don't replace the CEO.
After 4+mos  of speculation/noise since a Bloomberg article said Topcon was weighing takeover bids, we have a deal. KKR and JIC will buy out Topcon in an "MBO" at ¥3,300/share.
Unusually, the lower limit is 50.1%. This is an OK exit for the "Bad Cops" but not a great one. It should be higher. Start delayed for 4 months.


[Japan Activism] - KKR and JIC Buy Out Topcon (7732 JP) At ¥3,300/Share

<ul>
<li>A Bloomberg <a href="https://www.bloomberg.com/news/articles/2024-12-10/topcon-gets-buyout-offers-from-kkr-eqt-as-japan-m-a-heats-up" target="_blank" rel="noopener">article</a> today said <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> is weighing takeover bids received from KKR and EQT. ValueAct has been pressuring the company for 18mos (5+% in May23)</li>
<li>ValueAct has apparently been pushing the company to divest assets and concentrate on core ops, or go private (and have someone else do it). </li>
<li>This is further evidence of the METI-enabled "Bad Cop-Good Cop Routine" which could expand M&amp;A and governance activity dramatically. </li>
</ul>


A Bloomberg article today said Topcon Corp (7732 JP) is weighing takeover bids received from KKR and EQT. ValueAct has been pressuring the company for 18mos (5+% in May23)
ValueAct has apparently been pushing the company to divest assets and concentrate on core ops, or go private (and have someone else do it). 
This is further evidence of the METI-enabled "Bad Cop-Good Cop Routine" which could expand M&amp;A and governance activity dramatically. 


Thinking About Topcon (7732) And the New METI-Enabled Bad Cop-Good Cop Routine

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.

Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/rigaku-holdings-corporation" target="_blank" data-smartkarma-citation="entities:43950:1" rel="noopener">Rigaku Holdings (268A JP)</a> priced its IPO at JPY1,260 per share to raise gross proceeds of US$856 million. The shares will start trading on 25 October.</li>
<li>We previously discussed the IPO in <a href="https://www.smartkarma.com/insights/rigaku-holdings-268a-jp-ipo-the-bull-case" target="_blank" data-smartkarma-citation="insights:161041" rel="noopener">Rigaku Holdings (268A JP) IPO: The Bull Case</a>, <a href="https://www.smartkarma.com/insights/rigaku-holdings-268a-jp-ipo-the-bear-case" target="_blank" data-smartkarma-citation="insights:161232" rel="noopener">Rigaku Holdings (268A JP) IPO: The Bear Case</a>, <a href="https://www.smartkarma.com/insights/rigaku-holdings-268a-jp-ipo-valuation-insights" target="_blank" data-smartkarma-citation="insights:161523" rel="noopener">Rigaku Holdings (268A JP) IPO: Valuation Insights</a>.</li>
<li>The peers have modestly derated since the prospectus was released on 20 September. The IPO price remains attractive.</li>
</ul>



Rigaku Holdings (268A JP) priced its IPO at JPY1,260 per share to raise gross proceeds of US$856 million. The shares will start trading on 25 October.
We previously discussed the IPO in Rigaku Holdings (268A JP) IPO: The Bull Case, Rigaku Holdings (268A JP) IPO: The Bear Case, Rigaku Holdings (268A JP) IPO: Valuation Insights.
The peers have modestly derated since the prospectus was released on 20 September. The IPO price remains attractive.


Rigaku Holdings (268A JP) IPO: Trading Debut

<ul>
<li>
<a href="https://www.smartkarma.com/entities/rigaku-holdings-corporation" target="_blank" data-smartkarma-citation="entities:43950:1" rel="noopener">Rigaku Holdings (268A JP)</a> is Japan’s leading manufacturer of X-ray analysis, measurement, and testing instruments. It is seeking to raise up to US$737 million.</li>
<li>We previously discussed the IPO in <a href="https://www.smartkarma.com/insights/rigaku-holdings-268a-jp-ipo-the-bull-case" target="_blank" data-smartkarma-citation="insights:161041" rel="noopener">Rigaku Holdings (268A JP) IPO: The Bull Case</a> and <a href="https://www.smartkarma.com/insights/rigaku-holdings-268a-jp-ipo-the-bear-case" target="_blank" data-smartkarma-citation="insights:161232" rel="noopener">Rigaku Holdings (268A JP) IPO: The Bear Case</a>.</li>
<li>In this note, we discuss valuation. Our analysis suggests that Rigaku is attractively valued at the IPO price compared to peer multiples.</li>
</ul>



Rigaku Holdings (268A JP) is Japan’s leading manufacturer of X-ray analysis, measurement, and testing instruments. It is seeking to raise up to US$737 million.
We previously discussed the IPO in Rigaku Holdings (268A JP) IPO: The Bull Case and Rigaku Holdings (268A JP) IPO: The Bear Case.
In this note, we discuss valuation. Our analysis suggests that Rigaku is attractively valued at the IPO price compared to peer multiples.


Rigaku Holdings (268A JP) IPO: Valuation Insights

Japan

HORIBA, Ltd., manufactures and markets measuring instruments and analyzers.  The Company's main product lines are scientific analyzers, environment monitoring, medical analyzers, engine emission analyzers, and semiconductor test equipment. Horiba operates worldwide.

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Horiba Ltd (6856 JP)

[Japan M&A] - KKR Launches Still-Too-Light Topcon (7732) Deal

The KKR/JIC/ValueAct deal for Topcon launches tomorrow as the timeline would have expected. There is no deal for Oasis shares that I can see....

Travis Lundy

Thinking About Topcon (7732) And the New METI-Enabled Bad Cop-Good Cop Routine

The METI Guideline on Corporate Takeovers has enabled a BadCop-GoodCop routine to be played out by activists and PE funds. Topcon may be a victim....

Travis Lundy

Rigaku Holdings (268A JP) IPO: Trading Debut

The shares will start trading on 25 October. The peers have modestly derated since the prospectus was released on 20 September. The IPO price...

Arun George

Rigaku Holdings (268A JP) IPO: Valuation Insights

Rigaku aims to raise US$0.7 billion in a purely secondary raise. Our analysis suggests that Rigaku is attractively valued at the IPO price compared...

Arun George

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[Japan M&A] - KKR Launches Still-Too-Light Topcon (7732) Deal

The KKR/JIC/ValueAct deal for Topcon launches tomorrow as the timeline would have expected. There is no deal for Oasis shares that I can see....

Travis Lundy

[Japan Activism] - KKR and JIC Buy Out Topcon (7732 JP) At ¥3,300/Share

The Topcon Deal is out. ¥3,300/share. This may or may not please activists. It is light given extreme confidence in the eyecare biz. But if...

Travis Lundy

Thinking About Topcon (7732) And the New METI-Enabled Bad Cop-Good Cop Routine

The METI Guideline on Corporate Takeovers has enabled a BadCop-GoodCop routine to be played out by activists and PE funds. Topcon may be a victim....

Travis Lundy

Rigaku Holdings (268A JP) IPO: Trading Debut

The shares will start trading on 25 October. The peers have modestly derated since the prospectus was released on 20 September. The IPO price...

Arun George

Rigaku Holdings (268A JP) IPO: Valuation Insights

Rigaku aims to raise US$0.7 billion in a purely secondary raise. Our analysis suggests that Rigaku is attractively valued at the IPO price compared...

Arun George