Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Glass Lewis has now joined ISS in recommending holders vote against the <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a>/<a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> merger, presumably as it relates to the ratio.</li>
<li>
<a href="https://www.smartkarma.com/entities/mayne-pharma-group-ltd" target="_blank" data-smartkarma-citation="entities:757:1" rel="noopener">Mayne Pharma (MYX AU)</a>, ASIC AND Cosette have effectively signed off on the Scheme Booklet's veracity. That should be assuring to investors. </li>
<li>
<a href="https://www.smartkarma.com/entities/canvest-environmental-protection-group-co-ltd" target="_blank" data-smartkarma-citation="entities:100:1" rel="noopener">Canvest Environmental Protection Group (1381 HK)</a>'s Scheme comfortable got up - despite a last minute hiccup - and poor governance - to adjourn the meeting.</li>
</ul>


Glass Lewis has now joined ISS in recommending holders vote against the Tsuruha Holdings (3391 JP)/Welcia Holdings (3141 JP) merger, presumably as it relates to the ratio.

Mayne Pharma (MYX AU), ASIC AND Cosette have effectively signed off on the Scheme Booklet's veracity. That should be assuring to investors. 

Canvest Environmental Protection Group (1381 HK)'s Scheme comfortable got up - despite a last minute hiccup - and poor governance - to adjourn the meeting.


Last Week in Event SPACE: Tsuruha/Welcia Merger, Mayne Pharma, Canvst, Insignia Financial

<ul>
<li>I tally 48 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.</li>
<li>Five new deals discussed on Smartkarma this week: <a href="https://www.smartkarma.com/entities/webjet-group-limited" target="_blank" data-smartkarma-citation="entities:45177:1" rel="noopener">Webjet Group (WJL</a><a href="https://www.smartkarma.com/entities/webjet-group-limited" target="_blank" data-smartkarma-citation="entities:45177:1" rel="noopener"> AU)</a>, <a href="https://www.smartkarma.com/entities/nippon-road-co-ltd" target="_blank" data-smartkarma-citation="entities:12581:1" rel="noopener">Nippon Road (1884 JP)</a>, <a href="https://www.smartkarma.com/entities/nissin-corp" target="_blank" data-smartkarma-citation="entities:12749:1" rel="noopener">Nissin Corp (9066 JP)</a>, <a href="https://www.smartkarma.com/entities/sumitomo-mitsui-construction" target="_blank" data-smartkarma-citation="entities:17731:1" rel="noopener">Sumitomo Mitsui Construction (1821 JP)</a>, and <a href="https://www.smartkarma.com/entities/frasers-hospitality-trust" target="_blank" data-smartkarma-citation="entities:913:1" rel="noopener">Frasers Hospitality Trust (FHT SP)</a>.</li>
<li>Key updates/news took place on: <a href="https://www.smartkarma.com/entities/avjennings-ltd" target="_blank" data-smartkarma-citation="entities:12578:1" rel="noopener">Avjennings Ltd (AVJ AU)</a>, <a href="https://www.smartkarma.com/entities/pointsbet-holdings-ltd" target="_blank" data-smartkarma-citation="entities:29102:1" rel="noopener">PointsBet Holdings (PBH AU)</a>, <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a>, and <a href="https://www.smartkarma.com/entities/oneconnect-financial-technology-co-ltd-2e580cf8-6a65-4148-ac1e-f9a8a167856a" target="_blank" data-smartkarma-citation="entities:36656:1" rel="noopener">Oneconnect Financial Technology (6638 HK)</a>.</li>
</ul>


I tally 48 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.
Five new deals discussed on Smartkarma this week: Webjet Group (WJL AU), Nippon Road (1884 JP), Nissin Corp (9066 JP), Sumitomo Mitsui Construction (1821 JP), and Frasers Hospitality Trust (FHT SP).
Key updates/news took place on: Avjennings Ltd (AVJ AU), PointsBet Holdings (PBH AU), ESR Group (1821 HK), and Oneconnect Financial Technology (6638 HK).


(Mostly) Asia-Pac M&A: Webjet, Nippon Road, Nissin Corp, Sumi Mitsui Construction, ESR, Oneconnect

Travis Lundy

Sumitomo Mitsui Construction / Event-Driven

<ul>
<li>Noted activist Yoshiaki MURAKAMI and associates owned ~12.5% in March 2024, perhaps a tad more. Now they own ~29%. </li>
<li>Integrated Construction Co <a href="https://www.smartkarma.com/entities/infroneer-holdings-inc" target="_blank" data-smartkarma-citation="entities:35785:1" rel="noopener">INFRONEER Holdings (5076 JP)</a> - congenitally allergic to paying full price for acquisitions - is buying <a href="https://www.smartkarma.com/entities/sumitomo-mitsui-construction" target="_blank" data-smartkarma-citation="entities:17731:1" rel="noopener">Sumitomo Mitsui Construction (1821 JP)</a> well below FAs' DCF range midpoints.</li>
<li>But MURAKAMI-san has tossed his cards in, agreeing to tender. This looks like it gets done, but there are interesting angles.</li>
</ul>


Noted activist Yoshiaki MURAKAMI and associates owned ~12.5% in March 2024, perhaps a tad more. Now they own ~29%. 
Integrated Construction Co INFRONEER Holdings (5076 JP) - congenitally allergic to paying full price for acquisitions - is buying Sumitomo Mitsui Construction (1821 JP) well below FAs' DCF range midpoints.
But MURAKAMI-san has tossed his cards in, agreeing to tender. This looks like it gets done, but there are interesting angles.


[Japan M&A/Activism] Infroneer To Buy Out Activist Target Sumi Mits Construction (1821) Cheapish

<ul>
<li>In September, YFO (Yamauchi Family Office) upped its Tender Offer proposal to ¥1,255/share. YFO presented. The Toyo Special Committee met, interviewed, examined, deliberated, then last week rejected YFO's proposal. </li>
<li>The <a href="https://www.toyo-const.co.jp/en/wp/wp-content/uploads/2023/12/20231215E.pdf" target="_blank" rel="noopener">rejection</a> was a three-parter. First, they rejected YFO for not bringing management/ownership experience. Second, they said the proposal didn't add enough value. Third, the price was too low.</li>
<li>There were no metrics against which to measure anything. And now Toyo has apparently decided to withdraw its Tender Offer Proposal.</li>
</ul>


In September, YFO (Yamauchi Family Office) upped its Tender Offer proposal to ¥1,255/share. YFO presented. The Toyo Special Committee met, interviewed, examined, deliberated, then last week rejected YFO's proposal. 
The rejection was a three-parter. First, they rejected YFO for not bringing management/ownership experience. Second, they said the proposal didn't add enough value. Third, the price was too low.
There were no metrics against which to measure anything. And now Toyo has apparently decided to withdraw its Tender Offer Proposal.


Toyo Construction (1890) - Everyone Hits Pause

Japan Specialist

Mark Chadwick

Equity Bottom-Up

<ul>
<li>
 JWD Acquisition: Infroneer acquires Japan Wind Development for ¥200 billion, sparking a ¥75 billion market cap dip and concerns about potential overpayment.</li>
<li>
 Valuation Analysis: Using DCF and comparable transaction values, estimates suggest JWD's equity value may be far lower than the agreed-upon ¥200 billion.</li>
<li>
 Need for Transparency: Infroneer's claim of fair value requires scrutiny. Market suggests an estimated fair value of ¥125 billion, emphasizing the need for detailed information on the acquisition.</li>
</ul>



 JWD Acquisition: Infroneer acquires Japan Wind Development for ¥200 billion, sparking a ¥75 billion market cap dip and concerns about potential overpayment.

 Valuation Analysis: Using DCF and comparable transaction values, estimates suggest JWD's equity value may be far lower than the agreed-upon ¥200 billion.

 Need for Transparency: Infroneer's claim of fair value requires scrutiny. Market suggests an estimated fair value of ¥125 billion, emphasizing the need for detailed information on the acquisition.


Japan

INFRONEER Holdings Inc. offers infrastructure construction services. The Company provides energy construction, road construction, airport construction, exhibition hall construction, and more. INFRONEER Holdings also produces construction equipment.

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INFRONEER Holdings (5076 JP)

Last Week in Event SPACE: Tsuruha/Welcia Merger, Mayne Pharma, Canvst, Insignia Financial

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

(Mostly) Asia-Pac M&A: Webjet, Nippon Road, Nissin Corp, Sumi Mitsui Construction, ESR, Oneconnect

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

[Japan M&A/Activism] Infroneer To Buy Out Activist Target Sumi Mits Construction (1821) Cheapish

Infroneer does a deal to buy beleaguered Sumitomo Mitsui Construction, "saving" it from activist Murakami-san's 29% ownership. The deal comes light...

Travis Lundy

Toyo Construction (1890) - Everyone Hits Pause

Last week, Toyo Construction rejected YFO's tender offer proposal. Today, it appears from a Nikkei article that YFO have withdrawn it. I don't see...

Travis Lundy

Infroneer (5076) | Valuation Turbulence

Infroneer's acquisition of Japan Wind Development raises concerns over potential overpayment and questions about the fair value of the deal. The...

Mark Chadwick

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Last Week in Event SPACE: Tsuruha/Welcia Merger, Mayne Pharma, Canvst, Insignia Financial

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

(Mostly) Asia-Pac M&A: Webjet, Nippon Road, Nissin Corp, Sumi Mitsui Construction, ESR, Oneconnect

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

[Japan M&A/Activism] Infroneer To Buy Out Activist Target Sumi Mits Construction (1821) Cheapish

Infroneer does a deal to buy beleaguered Sumitomo Mitsui Construction, "saving" it from activist Murakami-san's 29% ownership. The deal comes light...

Travis Lundy

Toyo Construction (1890) - Everyone Hits Pause

Last week, Toyo Construction rejected YFO's tender offer proposal. Today, it appears from a Nikkei article that YFO have withdrawn it. I don't see...

Travis Lundy

Infroneer (5076) | Valuation Turbulence

​Infroneer's acquisition of Japan Wind Development raises concerns over potential overpayment and questions about the fair value of the deal. The...

Mark Chadwick

Infroneer's acquisition of Japan Wind Development raises concerns over potential overpayment and questions about the fair value of the deal. The...