Global Healthcare Analyst

Tina Banerjee

Equity Bottom-Up

<ul>
<li>
<a href="https://www.smartkarma.com/entities/shionogi-co-ltd" target="_blank" data-smartkarma-citation="entities:19535:1" rel="noopener">Shionogi &amp; Co (4507 JP)</a> is acquiring Torii Pharmaceutical, as well as the pharmaceutical business of Japan Tobacco and U.S. group company Akros Pharma (sub-subsidiary of Japan Tobacco) for ~¥160B.</li>
<li>With minimum overlap in focus areas, Shionogi believes that the transaction will create a leading company that delivers innovative pharmaceuticals. However, R&amp;D expenses of the combined company will remain elevated.</li>
<li>Considering the promising pipeline, we are hopeful on the long-term growth prospect of the combined company. Shionogi is scheduled to announce FY25 result on May 12.</li>
</ul>



Shionogi &amp; Co (4507 JP) is acquiring Torii Pharmaceutical, as well as the pharmaceutical business of Japan Tobacco and U.S. group company Akros Pharma (sub-subsidiary of Japan Tobacco) for ~¥160B.
With minimum overlap in focus areas, Shionogi believes that the transaction will create a leading company that delivers innovative pharmaceuticals. However, R&amp;D expenses of the combined company will remain elevated.
Considering the promising pipeline, we are hopeful on the long-term growth prospect of the combined company. Shionogi is scheduled to announce FY25 result on May 12.


Shionogi & Co (4507 JP): Torii Acquisition to Broaden Portfolio; High R&D to Dent Profitability

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Pre-Open, we got a Nikkei article which suggested four different prices possible. We got something in the middle. I think NTT is probably overpaying here.</li>
<li>There is a fair bit of transparency in the documents and valuation. That is encouraging. There are no synergies counted in the fair calculations. That is discouraging.</li>
<li>This will not trade like a "normal" Japan risk arb situation. There will be nuances. </li>
</ul>


Pre-Open, we got a Nikkei article which suggested four different prices possible. We got something in the middle. I think NTT is probably overpaying here.
There is a fair bit of transparency in the documents and valuation. That is encouraging. There are no synergies counted in the fair calculations. That is discouraging.
This will not trade like a "normal" Japan risk arb situation. There will be nuances. 


[Japan M&A] NTT (9432) Overpays To Buy Out NTT Data (9613) Minorities

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>
<a href="https://www.smartkarma.com/entities/torii-pharmaceutical-co-ltd" target="_blank" data-smartkarma-citation="entities:3253:1" rel="noopener">Torii Pharmaceutical (4551 JP)</a> has recommended a tender offer from <a href="https://www.smartkarma.com/entities/shionogi-co-ltd" target="_blank" data-smartkarma-citation="entities:19535:1" rel="noopener">Shionogi &amp; Co (4507 JP)</a> at JPY6,350 per share, a 13.8% premium to the last close.</li>
<li>Despite the lack of an auction and low takeover premium, the offer is attractive compared to historical trading ranges and peer multiples and represents an all-time high. </li>
<li>
<a href="https://www.smartkarma.com/entities/japan-tobacco-inc" target="_blank" data-smartkarma-citation="entities:13498:1" rel="noopener">Japan Tobacco (2914 JP)</a>, the controlling shareholder, has provided an irrevocable. The required minority acceptance rate is achievable as the offer is reasonable.  </li>
</ul>



Torii Pharmaceutical (4551 JP) has recommended a tender offer from Shionogi &amp; Co (4507 JP) at JPY6,350 per share, a 13.8% premium to the last close.
Despite the lack of an auction and low takeover premium, the offer is attractive compared to historical trading ranges and peer multiples and represents an all-time high. 

Japan Tobacco (2914 JP), the controlling shareholder, has provided an irrevocable. The required minority acceptance rate is achievable as the offer is reasonable.  


Torii Pharma (4551 JP): Shionogi & Co (4507 JP) JPY6,350 Tender Offer

<ul>
<li>Today after the close, <a href="https://www.smartkarma.com/entities/shionogi-co-ltd" target="_blank" data-smartkarma-citation="entities:19535:1" rel="noopener">Shionogi &amp; Co (4507 JP)</a> and <a href="https://www.smartkarma.com/entities/torii-pharmaceutical-co-ltd" target="_blank" data-smartkarma-citation="entities:3253:1" rel="noopener">Torii Pharmaceutical (4551 JP)</a> announced an agreed deal whereby Shionogi would launch a Tender Offer to take over Torii.</li>
<li>Torii Pharmaceutical shares rallied sharply after earnings so the actual TOB Price of ¥6,350/share is not a particularly high premium vs undisturbed. Valuation transparency is limited. Synergies are not included.</li>
<li>But the price is an ATH, the company is heavily de-levered (so a 23% premium to undisturbed is decent) and the minimum threshold is not high.</li>
</ul>


Today after the close, Shionogi &amp; Co (4507 JP) and Torii Pharmaceutical (4551 JP) announced an agreed deal whereby Shionogi would launch a Tender Offer to take over Torii.
Torii Pharmaceutical shares rallied sharply after earnings so the actual TOB Price of ¥6,350/share is not a particularly high premium vs undisturbed. Valuation transparency is limited. Synergies are not included.
But the price is an ATH, the company is heavily de-levered (so a 23% premium to undisturbed is decent) and the minimum threshold is not high.


[JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) - Split Price Deal on Weak Transparency

Technical Analyst, Vermilion Research

Joe Jasper

Technical Analyst

Technical and Quantitative Research

Vermilion Research

Vermilion’s objective is to deliver timely, actionable, and unique technical research to professional investors through the application of our various technical indicators.

Our research strategists seek to highlight securities which we believe are at major inflection points, based on our various technical and quantitative indicators, and offer asymmetric risk/return profiles. Our unique research methodology, centered on relative strength, enables our strategists to deliver superior investment recommendations.

Our process begins by organizing the universe of actively traded stocks into discrete sectors, then into industry groups. We then apply our technical and quantitative tools to identify developing price trends. Once attractive trends are identified within a selected sector or group, we screen for individual stocks which we believe offer the best risk/reward profile. We provide a historical perspective that often reveals, through our long-term charts, how price patterns often repeat themselves over time.

Technical Analysis

<ul>
<li>Since late-February (2/25/25 Compass and 2/27/25 Int'l Compass) we had been expecting an 8-10% pullback to provide a buying opportunity.</li>
<li>However, after getting the 10%+ pullback, we discussed in 4/1/25 and 4/3/25 reports how we no longer saw it as a buying opportunity, and we downgraded our outlook to bearish/cautious</li>
<li>While it is possible that the lows are in, we now are looking for the ACWI-US rally to fizzle, either here at $113.50-$115 or the 200-day MA (~$118).</li>
</ul>


Since late-February (2/25/25 Compass and 2/27/25 Int'l Compass) we had been expecting an 8-10% pullback to provide a buying opportunity.
However, after getting the 10%+ pullback, we discussed in 4/1/25 and 4/3/25 reports how we no longer saw it as a buying opportunity, and we downgraded our outlook to bearish/cautious
While it is possible that the lows are in, we now are looking for the ACWI-US rally to fizzle, either here at $113.50-$115 or the 200-day MA (~$118).


Still Bearish/Cautious; Stick With Defensives; Emerging Market Opportunities

Japan

Japan Tobacco, Inc. operates as an tobacco product company. The Company manufactures, markets and sells cigarettes and other tobacco products internationally. Japan Tobacco is also engaged in pharmaceutical and food businesses.

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Japan Tobacco (2914 JP)

Shionogi & Co (4507 JP): Torii Acquisition to Broaden Portfolio; High R&D to Dent Profitability

Shionogi is acquiring Torii Pharmaceutical and Japan Tobacco's pharmaceutical business. With minimum portfolio overlap and promising pipeline, the...

Tina Banerjee

[Japan M&A] NTT (9432) Overpays To Buy Out NTT Data (9613) Minorities

The NTT deal for NTT Data comes in at ¥4,000/share which is a nice round (and high) number. NTT is overpaying. This will be a big deal - lots of...

Travis Lundy

Torii Pharma (4551 JP): Shionogi & Co (4507 JP) JPY6,350 Tender Offer

Despite the lack of an auction and low takeover premium, the offer is attractive compared to historical trading ranges and peer multiples and...

Arun George

[JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) - Split Price Deal on Weak Transparency

Today after the close, Shionogi & Co announced a TOB to take over Torii Pharma (a sub of Japan Tobacco). The deal seems light, and structure makes...

Travis Lundy

Still Bearish/Cautious; Stick With Defensives; Emerging Market Opportunities

Still Bearish/Cautious; Stick With Defensives; Emerging Market Opportunities. Looking for the $ACWI rally to fizzle, either here at $113.50-$115 or...

Vermilion Research

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Shionogi & Co (4507 JP): Torii Acquisition to Broaden Portfolio; High R&D to Dent Profitability

​Shionogi is acquiring Torii Pharmaceutical and Japan Tobacco's pharmaceutical business. With minimum portfolio overlap and promising pipeline, the...

Tina Banerjee

[Japan M&A] NTT (9432) Overpays To Buy Out NTT Data (9613) Minorities

The NTT deal for NTT Data comes in at ¥4,000/share which is a nice round (and high) number. NTT is overpaying. This will be a big deal - lots of...

Travis Lundy

Torii Pharma (4551 JP): Shionogi & Co (4507 JP) JPY6,350 Tender Offer

Despite the lack of an auction and low takeover premium, the offer is attractive compared to historical trading ranges and peer multiples and...

Arun George

[JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) - Split Price Deal on Weak Transparency

Today after the close, Shionogi & Co announced a TOB to take over Torii Pharma (a sub of Japan Tobacco). The deal seems light, and structure makes...

Travis Lundy

Still Bearish/Cautious; Stick With Defensives; Emerging Market Opportunities

Still Bearish/Cautious; Stick With Defensives; Emerging Market Opportunities. Looking for the $ACWI rally to fizzle, either here at $113.50-$115 or...

Vermilion Research

Shionogi is acquiring Torii Pharmaceutical and Japan Tobacco's pharmaceutical business. With minimum portfolio overlap and promising pipeline, the...