Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Today the Osaka Supreme Court dismissed OK Corp's Permission Appeal regarding the EGM approving the <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super</a> merger with H2O subs Izumiya and Hankyu Oasis. That merger is Effective tomorrow.</li>
<li>OK Corp announced it would sell its shares in Kansai Super back to the company - as planned. </li>
<li>A disappointing ruling (especially given the TKS case) which will affect AGMs/EGMs going forward. And it means a soft share price and hard shareholder structure problem for Kansai Super near-term.</li>
</ul>


Today the Osaka Supreme Court dismissed OK Corp's Permission Appeal regarding the EGM approving the Kansai Super merger with H2O subs Izumiya and Hankyu Oasis. That merger is Effective tomorrow.
OK Corp announced it would sell its shares in Kansai Super back to the company - as planned. 
A disappointing ruling (especially given the TKS case) which will affect AGMs/EGMs going forward. And it means a soft share price and hard shareholder structure problem for Kansai Super near-term.


Kansai Super (9919) Merger OKed. OK Tender Going Nowhere. OK Going Home.

<ul>
<li>Nikkei <a href="https://www.nikkei.com/article/DGXZQOUB072VM0X01C21A2000000/?unlock=1" target="_blank" rel="noopener">article</a> out today at 6pm JST, the day before the Tender Offer close (after most shareholders would have decided to tender). This is slimy. Really bad. </li>
<li>The original Shinsei pushback was the partial offer was coercive at a low price because it didn't offer a full exit. SBI said "only 48%." </li>
<li>
<a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> should push back, changing their recommendation, which might cause a 10-day extension. That would give investors a chance to withdraw.</li>
</ul>


Nikkei article out today at 6pm JST, the day before the Tender Offer close (after most shareholders would have decided to tender). This is slimy. Really bad. 
The original Shinsei pushback was the partial offer was coercive at a low price because it didn't offer a full exit. SBI said "only 48%." 

Shinsei Bank (8303 JP) should push back, changing their recommendation, which might cause a 10-day extension. That would give investors a chance to withdraw.


SBI To Apply for Bank Holding Company License Within Year And Squeeze Out Shinsei Minorities

<ul>
<li>There were shenanigans at the <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super Market (9919 JP)</a> EGM to approve the merger with H2O subs as a vote was marked differently after the close of voting.</li>
<li>The Osaka District Court granted an injunction saying there was a "violation of laws and regulations or significant injustice in the method of resolution." In appeal the judgment was upheld.</li>
<li>Kansai Super filed a conservation appeal with the Osaka High Court, which today overturned the District Court's injunction. </li>
</ul>


There were shenanigans at the Kansai Super Market (9919 JP) EGM to approve the merger with H2O subs as a vote was marked differently after the close of voting.
The Osaka District Court granted an injunction saying there was a "violation of laws and regulations or significant injustice in the method of resolution." In appeal the judgment was upheld.
Kansai Super filed a conservation appeal with the Osaka High Court, which today overturned the District Court's injunction. 


Kansai Super (9919): Osaka High Court Overturns District Court Injunction

<ul>
<li>The Kobe District Court today granted the provisional disposition to block the <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super Market (9919 JP)</a> merger with two subsidiaries of <a href="https://www.smartkarma.com/entities/h2o-retailing-corp" target="_blank" data-smartkarma-citation="entities:17562:1" rel="noopener">H2 O Retailing (8242 JP)</a>. </li>
<li>The Court said that the "method of resolution of the EGM" was "illegal or significantly unjust."</li>
<li>The Share Exchange scheduled for December 1st is now suspended, and we await Kansai Super's appeal, but this sets up an interesting December for the stock.</li>
</ul>


The Kobe District Court today granted the provisional disposition to block the Kansai Super Market (9919 JP) merger with two subsidiaries of H2 O Retailing (8242 JP). 
The Court said that the "method of resolution of the EGM" was "illegal or significantly unjust."
The Share Exchange scheduled for December 1st is now suspended, and we await Kansai Super's appeal, but this sets up an interesting December for the stock.


The Kobe District Court Decides To Halt the Kansai Super Merger - Kansai Super Will Appeal

<ul>
<li>OK Store had wanted to buy <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super Market (9919 JP)</a> and offered to conduct a TOB at a high premium</li>
<li>
<a href="https://www.smartkarma.com/entities/h2o-retailing-corp" target="_blank" data-smartkarma-citation="entities:17562:1" rel="noopener">H2 O Retailing (8242 JP)</a> arranged a merger between Kansai Super and a couple of its subs which was a backdoor takeover. The EGM was problematic. Really problematic.</li>
<li>OK has filed a preliminary injunction to halt the merger. Now it offers to launch a TOB if stopped. And there is another (invisible) long-term problem if it isn't halted.
</li>
</ul>


OK Store had wanted to buy Kansai Super Market (9919 JP) and offered to conduct a TOB at a high premium

H2 O Retailing (8242 JP) arranged a merger between Kansai Super and a couple of its subs which was a backdoor takeover. The EGM was problematic. Really problematic.
OK has filed a preliminary injunction to halt the merger. Now it offers to launch a TOB if stopped. And there is another (invisible) long-term problem if it isn't halted.



OK Store Reiterates Intention to Launch Kansai Super TOB But There Is Invisible Post-Merger Risk

Japan

KANSAI SUPER MARKET LTD. is a food supermarket chain operator which mainly deals in foodstuffs, daily products, and miscellaneous goods.  The Company has markets in Hyogo and Osaka areas.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Kansai Super Market (9919 JP)

Kansai Super (9919) Merger OKed. OK Tender Going Nowhere. OK Going Home.

Kansai Super (9919)'s merger with H2O sub Izumiya and Hankyu Oasis will go through tomorrow, after the Supreme Court decided against OK Corp, who...

Travis Lundy

SBI To Apply for Bank Holding Company License Within Year And Squeeze Out Shinsei Minorities

SBI appears to be setting up to take majority control of Shinsei. The Nikkei carried an article about post-tender intentions for a takeover. This...

Travis Lundy

Kansai Super (9919): Osaka High Court Overturns District Court Injunction

Grave disappointment for Kansai Super (9919) shareholders as the Osaka High Court overturns the decision by the District Court, saying the EGM vote...

Travis Lundy

The Kobe District Court Decides To Halt the Kansai Super Merger - Kansai Super Will Appeal

OK Corp's petition to suspend the Kansai Super merger based on the unfairness of the EGM has been granted, preliminarily. Kansai Super will appeal...

Travis Lundy

OK Store Reiterates Intention to Launch Kansai Super TOB But There Is Invisible Post-Merger Risk

OK Store will conduct a TOB at JPY 2250/shr if the Court decides to cancel the Kansai Super merger. Stock price direction is binary, and if the...

Travis Lundy

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)