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.

Event-Driven

<ul>
<li>
<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> will set up a special committee to evaluate YFO’s JPY1,100 offer. The Board will decide “<em>after respecting the content of the decision of the special committee.</em>”</li>
<li>YFO rightly points out the special committee is a ruse and is an attempt by the Board to demonstrate 'a fair process' for the predictable decision to reject its proposal.</li>
<li>The Board’s anxious move shows that protracted conflict is shifting in favour of YFO. At the last close, the gross spread to the tender offer is 10.3%.  </li>
</ul>



Toyo Construction (1890 JP) will set up a special committee to evaluate YFO’s JPY1,100 offer. The Board will decide “after respecting the content of the decision of the special committee.”
YFO rightly points out the special committee is a ruse and is an attempt by the Board to demonstrate 'a fair process' for the predictable decision to reject its proposal.
The Board’s anxious move shows that protracted conflict is shifting in favour of YFO. At the last close, the gross spread to the tender offer is 10.3%.  


Toyo Construction (1890 JP): The Board Uses the Smokescreen of a Special Committee

<ul>
<li>YFO’s <a href="https://prtimes.jp/main/html/rd/p/000000028.000071768.html" target="_blank" rel="noopener">latest press release</a> outlines the key objectives of a revamped <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> Board, should its recommended directors get elected at the June AGM.</li>
<li>YFO’s strategy is to revamp the Board, which should pave the way for its tender offer. YFO’s standstill agreement expires on 24 May and the tender offer starts in late-September.</li>
<li>The Board could allege that YFO has breached its NDA agreement and re-introduce a poison pill. The Board could look to garner enough support to block YFO’s nominations. </li>
</ul>


YFO’s latest press release outlines the key objectives of a revamped Toyo Construction (1890 JP) Board, should its recommended directors get elected at the June AGM.
YFO’s strategy is to revamp the Board, which should pave the way for its tender offer. YFO’s standstill agreement expires on 24 May and the tender offer starts in late-September.
The Board could allege that YFO has breached its NDA agreement and re-introduce a poison pill. The Board could look to garner enough support to block YFO’s nominations. 


Toyo Construction (1890 JP): YFO and the Board Trading Half-Truths

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>YFO offered another <a href="https://prtimes.jp/main/html/rd/p/000000022.000071768.html" target="_blank" rel="noopener">Press Release</a> yesterday. This one outlines what they see as Corporate Governance failures and offers a NEW POLICY.</li>
<li>The Corporate Governance failures are indeed, failures. Toyo's Board has failed to be transparent with shareholders, and in not at least addressing the takeover proposal, has failed its duties.</li>
<li>NEW POLICY? Elect new independent directors <em>"capable of improving the long-term corporate value and maximizing the interests of the general shareholders."  </em>Soft war starts now.</li>
</ul>


YFO offered another Press Release yesterday. This one outlines what they see as Corporate Governance failures and offers a NEW POLICY.
The Corporate Governance failures are indeed, failures. Toyo's Board has failed to be transparent with shareholders, and in not at least addressing the takeover proposal, has failed its duties.
NEW POLICY? Elect new independent directors "capable of improving the long-term corporate value and maximizing the interests of the general shareholders."  Soft war starts now.


YFO To Take the Fight To Toyo Construction's Board

<ul>
<li>Due to the inability of getting a fair hearing from <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>’s Board, YFO’s strategy now is to replace some of the Board at the June AGM.  </li>
<li>YFO’s <a href="https://prtimes.jp/main/html/rd/p/000000022.000071768.html" target="_blank" rel="noopener">latest press release</a> also catalogues the Board’s shockingly poor corporate governance in relation to its tender offer at JPY1,000. Crucially, a special committee is yet to be formed. </li>
<li>There is no timeline update on the tender which was set to start in late January. YFO continues to maintain that it will not withdraw its proposal.</li>
</ul>


Due to the inability of getting a fair hearing from Toyo Construction (1890 JP)’s Board, YFO’s strategy now is to replace some of the Board at the June AGM.  
YFO’s latest press release also catalogues the Board’s shockingly poor corporate governance in relation to its tender offer at JPY1,000. Crucially, a special committee is yet to be formed. 
There is no timeline update on the tender which was set to start in late January. YFO continues to maintain that it will not withdraw its proposal.


Toyo Construction (1890 JP): YFO Fires Another Salvo at the Board

<ul>
<li>YFO’s <a href="https://prtimes.jp/main/html/rd/p/000000020.000071768.html" target="_blank" rel="noopener">press release</a> alleges the <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> Board will not recommend the tender as YFO is not a suitable owner rather than the JPY,1000 price being too low.</li>
<li>The Board responded that YFO violated the NDA by disclosing the reasons for the Board’s disapproval. This damages the understanding between the parties, an essential precondition to recommending the offer.</li>
<li>The start of the tender has been pushed back to late January 2023. YFO is committed and will not withdraw the offer for any reason that shareholders may consider unreasonable. </li>
</ul>


YFO’s press release alleges the Toyo Construction (1890 JP) Board will not recommend the tender as YFO is not a suitable owner rather than the JPY,1000 price being too low.
The Board responded that YFO violated the NDA by disclosing the reasons for the Board’s disapproval. This damages the understanding between the parties, an essential precondition to recommending the offer.
The start of the tender has been pushed back to late January 2023. YFO is committed and will not withdraw the offer for any reason that shareholders may consider unreasonable. 


Toyo Construction (1890 JP): Pot Shots and Warning Shots

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)

Toyo Construction (1890 JP): The Board Uses the Smokescreen of a Special Committee

The Board’s anxious move shows that protracted conflict is shifting in favour of YFO. YFO will continue to seek to revamp the Board at the June...

Arun George

Toyo Construction (1890 JP): YFO and the Board Trading Half-Truths

YFO remains determined to launch its JPY1,000 tender offer. The standstill agreement expires on 24 May, freeing up YFO to ramp up the pressure. At...

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YFO To Take the Fight To Toyo Construction's Board

YFO has come out with another statement on Toyo Construction while Toyo remains curiously quiet. There's more detail which should distress...

Travis Lundy

Toyo Construction (1890 JP): YFO Fires Another Salvo at the Board

While most bidders would have called it a day, YFO is changing tactics but refusing to walk away. At the last close, the gross spread is 12.2%.

Arun George

Toyo Construction (1890 JP): Pot Shots and Warning Shots

Despite the Board's weak excuses for not recommending the offer, YFO remains committed to pushing till the end. The start of the tender has been...

Arun George

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