Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

The long saga of the hostile takeover become friendly overbid for <a href="https://www.smartkarma.com/entities/invesco-office-j-reit-inc" target="_blank" data-smartkarma-citation="entities:7414:1" rel="noopener">Invesco Office J Reit (3298 JP)</a> takes its next step on Monday as the TSE indices reduce the FFW of the name in their indices. 
That should engender considerable selling. 
On 18 August, the REIT set its  EGM date for 8 October, which was  as suggested in <a href="https://www.smartkarma.com/insights/invesco-real-estate-deal-for-invesco-office-3298-successful-now-for-the-aftermath" target="_blank" data-smartkarma-citation="insights:55131" rel="noopener">Invesco Real Estate Deal for Invesco Office (3298) Successful - Now For the Aftermath</a> necessary to avoid an unfortunate development in the tax pass-through treatment as a REIT. The details involve both Squeezeout Procedure approvals and possibly, but not necessarily, a change in the Articles to approve a change in the fiscal year end. 
More details on the EGM, and sale timing, impact, and value below.

The long saga of the hostile takeover become friendly overbid for Invesco Office J Reit (3298 JP) takes its next step on Monday as the TSE indices reduce the FFW of the name in their indices. 
That should engender considerable selling. 
On 18 August, the REIT set its  EGM date for 8 October, which was  as suggested in Invesco Real Estate Deal for Invesco Office (3298) Successful - Now For the Aftermath necessary to avoid an unfortunate development in the tax pass-through treatment as a REIT. The details involve both Squeezeout Procedure approvals and possibly, but not necessarily, a change in the Articles to approve a change in the fiscal year end. 
More details on the EGM, and sale timing, impact, and value below. 

Invesco Office Index Deletion Monday 30 Aug

David Blennerhassett

At long last - a summary of M&amp;A spreads (on deals discussed on Smartkarma) across Asia-Pacific.
I number 32, mostly firm, deals around the region.
This insight provides a quick summary of gross/annualised (where possible) spreads as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks
More below the fold.

At long last - a summary of M&amp;A spreads (on deals discussed on Smartkarma) across Asia-Pacific.
I number 32, mostly firm, deals around the region.
This insight provides a quick summary of gross/annualised (where possible) spreads as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks
More below the fold.

Asia-Pac Weekly Risk Arb Summary: Sydney Aiport, Beijing Capital Land, IGO/Western Areas

The bid by the Invesco parent company (Invesco Real Estate and affiliates) for <a href="https://www.smartkarma.com/entities/invesco-office-j-reit-inc" target="_blank" data-smartkarma-citation="entities:7414:1" rel="noopener">Invesco Office J Reit (3298 JP)</a> turned out <a href="http://www.invesco-reit.co.jp/file/en-news-975727cafb8aab7580ce3ec700fa052bb37d38ca.pdf" target="_blank" rel="noopener">successful</a>, and the bidders gained 5,727,676 units out of the 8,802,650 units out in the float. They now own 65.07% (having started with 6%) so this will end up going to an EGM.As described in the original Notice concerning the Statement of Opinion (Support) on Tender Offer by Invesco Group <a href="http://www.invesco-reit.co.jp/file/en-news-8fee20272c335cc329d5ca0d2f9cb85667d43d11.pdf" target="_blank" rel="noopener">released</a> by IOR on 17 June and in line with my earlier insights, there will be an EGM which will aim to squeeze out minorities. That would theoretically require a two-thirds vote to change the Articles of Incorporation. The key date is 31 October 2021 because that is the end of the current (15th) fiscal period. The buyer should try to get the squeezeout accomplished by the end of that period, and if possible, to push it onward to a new fund on or before that date which can be declared to be distributed so that the tax conduit remains in place. The language in the Opinion says... <blockquote>Additionally, the Tender Offerors intend to request the Investment Corporation to convene an extraordinary unitholders’ meeting before the end of October 2021, which is the end of the 15th fiscal period of the Investment Corporation (meaning the last day of the fiscal period, hereinafter the same), and amend its articles of incorporation to change the end of the 15th fiscal period from October 31, 2021 to April 30, 2022.</blockquote>There is separate language which says there will be no more dividends for the period ended 31 October 2021. Investors who hold on to the other 34.93% are now long a thing which will not earn anything in future for them. Who still owns units? What does that mean? Is there an arb? Are there index trades? The answers to this and more below the fold.

The bid by the Invesco parent company (Invesco Real Estate and affiliates) for Invesco Office J Reit (3298 JP) turned out successful, and the bidders gained 5,727,676 units out of the 8,802,650 units out in the float. They now own 65.07% (having started with 6%) so this will end up going to an EGM.As described in the original Notice concerning the Statement of Opinion (Support) on Tender Offer by Invesco Group released by IOR on 17 June and in line with my earlier insights, there will be an EGM which will aim to squeeze out minorities. That would theoretically require a two-thirds vote to change the Articles of Incorporation. The key date is 31 October 2021 because that is the end of the current (15th) fiscal period. The buyer should try to get the squeezeout accomplished by the end of that period, and if possible, to push it onward to a new fund on or before that date which can be declared to be distributed so that the tax conduit remains in place. The language in the Opinion says... Additionally, the Tender Offerors intend to request the Investment Corporation to convene an extraordinary unitholders’ meeting before the end of October 2021, which is the end of the 15th fiscal period of the Investment Corporation (meaning the last day of the fiscal period, hereinafter the same), and amend its articles of incorporation to change the end of the 15th fiscal period from October 31, 2021 to April 30, 2022.There is separate language which says there will be no more dividends for the period ended 31 October 2021. Investors who hold on to the other 34.93% are now long a thing which will not earn anything in future for them. Who still owns units? What does that mean? Is there an arb? Are there index trades? The answers to this and more below the fold. 

Invesco Real Estate Deal for Invesco Office (3298) Successful - Now For the Aftermath

Yesterday, investors were on tenterhooks waiting and wondering about a possible extension to Starwood's Tender Offer for <a href="https://www.smartkarma.com/entities/invesco-office-j-reit-inc" target="_blank" data-smartkarma-citation="entities:7414:1" rel="noopener">Invesco Office J Reit (3298 JP)</a>. I fully expected them to extend - it cost them nothing to do do so.But they did not extend, or bump the price in face of Invesco Real Estate's announcement last week (and update Monday) that they were almost ready to launch, almost had funding lined up, and would likely launch on the 18th of June and bid ¥22,750/share. Today we get the <a href="https://disclosure.edinet-fsa.go.jp/E01EW/download?uji.verb=W0EZA104CXP001003Action&amp;uji.bean=ee.bean.parent.EECommonSearchBean&amp;PID=W1E63011&amp;SESSIONKEY=1623818403374&amp;lgKbn=2&amp;pkbn=0&amp;skbn=1&amp;dskb=&amp;askb=&amp;dflg=0&amp;iflg=&amp;preId=1&amp;mul=%E3%82%A4%E3%83%B3%E3%83%99%E3%82%B9%E3%82%B3%E3%83%BB%E3%82%AA%E3%83%95%E3%82%A3%E3%82%B9%E3%83%BB%E3%82%B8%E3%82%A7%E3%82%A4%E3%83%AA%E3%83%BC%E3%83%88%E6%8A%95%E8%B3%87%E6%B3%95%E4%BA%BA&amp;fls=on&amp;lpr=on&amp;oth=on&amp;cal=1&amp;era=R&amp;yer=&amp;mon=&amp;pfs=4&amp;row=100&amp;idx=0&amp;str=&amp;kbn=1&amp;flg=&amp;syoruiKanriNo=&amp;s=S100LJC1" target="_blank" rel="noopener">result</a>. Invesco needed 50.00% + 1 share. They already owned ~6% so needed 44+% to get them over the minimum hurdle. They got 348,378 units, which was just under 4.0%. That was obviously a sign to them they weren't going to win this on the "merits" of having the only live deal on the table given the manifest disadvantage of having a "weak" tender agent and a hostile target (not to mention other disadvantages). Now shares are trading ¥22,500-22,550 against the ¥22,750 <a href="http://www.invesco-reit.co.jp/file/en-news-89f7f6ba4c808fa14a2d471b984b28359dccfc08.pdf" target="_blank" rel="noopener">deal</a> scheduled to be launched Friday and go for 26 business days (until 27 July?) when they were trading ¥22,700 this morning. The Invesco deal should be an easier sell to investors and traders. But.... There's always more below the fold.

Yesterday, investors were on tenterhooks waiting and wondering about a possible extension to Starwood's Tender Offer for Invesco Office J Reit (3298 JP). I fully expected them to extend - it cost them nothing to do do so.But they did not extend, or bump the price in face of Invesco Real Estate's announcement last week (and update Monday) that they were almost ready to launch, almost had funding lined up, and would likely launch on the 18th of June and bid ¥22,750/share. Today we get the result. Invesco needed 50.00% + 1 share. They already owned ~6% so needed 44+% to get them over the minimum hurdle. They got 348,378 units, which was just under 4.0%. That was obviously a sign to them they weren't going to win this on the "merits" of having the only live deal on the table given the manifest disadvantage of having a "weak" tender agent and a hostile target (not to mention other disadvantages). Now shares are trading ¥22,500-22,550 against the ¥22,750 deal scheduled to be launched Friday and go for 26 business days (until 27 July?) when they were trading ¥22,700 this morning. The Invesco deal should be an easier sell to investors and traders. But.... There's always more below the fold.

Starwood Tender for Invesco Fails - Invesco Deal More Likely To Work But...

Today after the close, Invesco Real Estate (Cayman) ("IRE"), affiliate/parent of the various entities which either own <a href="https://www.smartkarma.com/entities/invesco-office-j-reit-inc" target="_blank" data-smartkarma-citation="entities:7414:1" rel="noopener">Invesco Office J Reit (3298 JP)</a> shares (such as Invesco Investments (Bermuda)) or manage the office REIT, which had made its original proposal on 20 May, just prior to the original 24 May 2021 expiry of the Tender Offer by Starwood Group, released an announcement suggesting a change to its original proposal. IRE announced it would increase its proposed Tender Offer Price to ¥22,750/share from ¥22,500/share which is the original proposed level AND the level to which Starwood lifted their Tender Offer Price on 1 June 2021. The update (TDNet <a href="https://www.release.tdnet.info/inbs/140120210611447181.pdf" target="_blank" rel="noopener">link</a>, and Invesco <a href="http://www.invesco-reit.co.jp/file/en-news-89f7f6ba4c808fa14a2d471b984b28359dccfc08.pdf" target="_blank" rel="noopener">link</a> (because the document link on the Invesco Office page is faulty as of the time of writing), and PDF also attached below) notes that equity funding is committed, debt funding proposal is being finalised, but there are other conditions still unmet, and at the moment, IRE expects to be able to launch by 18 June, which is pretty close to the original expectations, and the Tender Offer would run for 26 business days (30 business days from the updated proposal). The letter remains non-binding indication of interest, and IRE is still "in the middle of the prior-consultation process with regard to the Tender Offer with the Kanto Local Finance Bureau.The process from here has a few possible branches.

Today after the close, Invesco Real Estate (Cayman) ("IRE"), affiliate/parent of the various entities which either own Invesco Office J Reit (3298 JP) shares (such as Invesco Investments (Bermuda)) or manage the office REIT, which had made its original proposal on 20 May, just prior to the original 24 May 2021 expiry of the Tender Offer by Starwood Group, released an announcement suggesting a change to its original proposal. IRE announced it would increase its proposed Tender Offer Price to ¥22,750/share from ¥22,500/share which is the original proposed level AND the level to which Starwood lifted their Tender Offer Price on 1 June 2021. The update (TDNet link, and Invesco link (because the document link on the Invesco Office page is faulty as of the time of writing), and PDF also attached below) notes that equity funding is committed, debt funding proposal is being finalised, but there are other conditions still unmet, and at the moment, IRE expects to be able to launch by 18 June, which is pretty close to the original expectations, and the Tender Offer would run for 26 business days (30 business days from the updated proposal). The letter remains non-binding indication of interest, and IRE is still "in the middle of the prior-consultation process with regard to the Tender Offer with the Kanto Local Finance Bureau.The process from here has a few possible branches.

Invesco Real Estate Bumps Intended Tender Offer Price

Japan

Invesco Office J-Reit,Inc. is a real estate investment trust(J-REIT). The Compnay mainly invests in commercial and office building in metoropolitan area.

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Invesco Office J Reit (3298 JP)

Invesco Office Index Deletion Monday 30 Aug

Invesco Office REIT will see TSE-provided indices lower the FFW for the stock at the close of Monday 30 August. The selldown could be significant.

Travis Lundy

Asia-Pac Weekly Risk Arb Summary: Sydney Aiport, Beijing Capital Land, IGO/Western Areas

This insight provides a quick summary of gross/annualised spreads as at the last trading day, and how those spreads have changed over the last...

David Blennerhassett

Invesco Real Estate Deal for Invesco Office (3298) Successful - Now For the Aftermath

The Invesco Office J-REIT saga closes with IRE at 65%. The squeezeout will come with an EGM. There are several index deletions coming. Some in the...

Travis Lundy

Starwood Tender for Invesco Fails - Invesco Deal More Likely To Work But...

Starwood ended up with 4% of shares out in its tender. There are many reasons for the failure but it is done. That leaves only Invesco's deal, more...

Travis Lundy

Invesco Real Estate Bumps Intended Tender Offer Price

Invesco Office REIT parent entity has upped their proposed non-binding offer and expect to be able to launch on 18 June. The deal is now JPY 22.750...

Travis Lundy

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