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/kakaku-com-inc" target="_blank" data-smartkarma-citation="entities:7408:1" rel="noopener">Kakaku.com Inc (2371 JP)</a>’s shares have been trading above Bain/<a href="https://www.smartkarma.com/entities/ly-corp" target="_blank" data-smartkarma-citation="entities:19603:1" rel="noopener">LY (4689 JP)</a>’s preconditional binding offer of JPY3,384 (if KDDI agrees to a share buyback, the offer is at JPY3,500).</li>
<li>I previously opined that the probability of a bidding war is low. However, disclosure on 2 July showed that EQT increased its offer to JPY3,300 on 22 June.</li>
<li>EQT can match Bain/LY’s JPY3,500 offer with a modest 2.4% increase to the effective cost of its 22 June offer. If it matches Bain/LY's effective cost, EQT can offer JPY3,643.</li>
</ul>



Kakaku.com Inc (2371 JP)’s shares have been trading above Bain/LY (4689 JP)’s preconditional binding offer of JPY3,384 (if KDDI agrees to a share buyback, the offer is at JPY3,500).
I previously opined that the probability of a bidding war is low. However, disclosure on 2 July showed that EQT increased its offer to JPY3,300 on 22 June.
EQT can match Bain/LY’s JPY3,500 offer with a modest 2.4% increase to the effective cost of its 22 June offer. If it matches Bain/LY's effective cost, EQT can offer JPY3,643.


Kakaku.com (2371 JP): Rethinking the Arb Trade

Expert on Japan Retail and Consumer Markets, JapanConsuming

Michael Causton

Expert on Japan Retail and Consumer Markets

Real Insight on Japanese Consumer Markets

JapanConsuming

JapanConsuming is a specialist research firm producing intelligence on Japanese retail and consumer markets. Founded in 2000, JapanConsuming has become the leading provider of insights on Japanese retailers and consumer trends to retailers, brands, government agencies and investors. As well as a highly regarded monthly report on the market, JapanConsuming produces in-depth reports on retail sectors, seminars on key trends and telephone consulting to investors on trends and retailers.

JapanConsuming was founded by Michael Causton and Roy Larke. 

Thematic (Sector/Industry)

Japan’s retail and distribution sector has long been seen as fragmented, even to the point of being accused of inefficiency. On the surface, concentration levels do remain low, but scratch that surface and a very different picture emerges.
By format and by category sector, larger companies are taking increasing share and, over the past five years, this trend has accelerated.
Now, given the pressures of Covid, there is ample opportunity for stronger players to gain ground by buying out weaker ones, while some mid-level companies are joining together, hoping to become a fish too big to swallow.
Business tie-ups are also increasing in number, particularly as physical retailers seek to bring in and learn skills necessary to succeed in e-commerce and to build omnichannel models.
The following is a detailed review of how concentration has increased along with a map of who own who in retailing today.
There is a strong possibility that we could see some really big deals, even ones that span format and geographical borders, as many mid-sized retailers recognise that independent survival is getting hard. Acquirers will use the current environment to diversify into new areas, expand volumes and market share, or simply acquire more retail property for long-term development.

Japan’s retail and distribution sector has long been seen as fragmented, even to the point of being accused of inefficiency. On the surface, concentration levels do remain low, but scratch that surface and a very different picture emerges.
By format and by category sector, larger companies are taking increasing share and, over the past five years, this trend has accelerated.
Now, given the pressures of Covid, there is ample opportunity for stronger players to gain ground by buying out weaker ones, while some mid-level companies are joining together, hoping to become a fish too big to swallow.
Business tie-ups are also increasing in number, particularly as physical retailers seek to bring in and learn skills necessary to succeed in e-commerce and to build omnichannel models.
The following is a detailed review of how concentration has increased along with a map of who own who in retailing today.
There is a strong possibility that we could see some really big deals, even ones that span format and geographical borders, as many mid-sized retailers recognise that independent survival is getting hard. Acquirers will use the current environment to diversify into new areas, expand volumes and market share, or simply acquire more retail property for long-term development.

Who Owns Who: Concentration Levels Accelerate in Japan Retail, with More M&A to Come

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

On Friday 11 June, the TSE published its final revisions to the Corporate Governance Code which had been undergoing review by the Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code and subsequently comment for the past many months. The new Code went into effect as of 11 June. The first revision to the Guidelines for Investor and Company Engagement were published as well. The new version of Japan's Corporate Governance Code is <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l07.pdf" target="_blank" rel="noopener">here</a> with the tracked change version <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l0c.pdf" target="_blank" rel="noopener">here</a>. This is the second revision of the Code (the first revision was in 2018).The revisions to the JFSA Guidelines for Investor and Company Engagement are <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l3e.pdf" target="_blank" rel="noopener">here</a>. Tracked changes are <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l50.pdf" target="_blank" rel="noopener">here</a>.The major changes to the Code recommend enhancements to Board independence, diversity, Sustainability and ESG, and also recommend improvements to investor accessibility and voting and a small change to listed parent-listed subsidiary relationships which unfortunately will not do much to counter abuse by companies of listed sub minority shareholders. Below is more discussion of the changes and what they mean.But I remind investors, these changes are almost all box-ticking exercises. They will not improve governance for shareholders except at the margins. Companies which "get" good governance are still rare. And those which don't get it seem to abuse shareholders on a regular basis. And for that, investors still need more cowbell.

On Friday 11 June, the TSE published its final revisions to the Corporate Governance Code which had been undergoing review by the Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code and subsequently comment for the past many months. The new Code went into effect as of 11 June. The first revision to the Guidelines for Investor and Company Engagement were published as well. The new version of Japan's Corporate Governance Code is here with the tracked change version here. This is the second revision of the Code (the first revision was in 2018).The revisions to the JFSA Guidelines for Investor and Company Engagement are here. Tracked changes are here.The major changes to the Code recommend enhancements to Board independence, diversity, Sustainability and ESG, and also recommend improvements to investor accessibility and voting and a small change to listed parent-listed subsidiary relationships which unfortunately will not do much to counter abuse by companies of listed sub minority shareholders. Below is more discussion of the changes and what they mean.But I remind investors, these changes are almost all box-ticking exercises. They will not improve governance for shareholders except at the margins. Companies which "get" good governance are still rare. And those which don't get it seem to abuse shareholders on a regular basis. And for that, investors still need more cowbell.

TSE Prime: Japan's Corporate Governance Code Finalized So Boxes Will Be Furiously Ticked

David Blennerhassett

<ul>
<li>
<a href="https://www.smartkarma.com/entities/digital-garage-inc" target="_blank" data-smartkarma-citation="entities:13747:1" rel="noopener">Digital Garage (4819 JP)</a> is comfortably worth 50% more. Even doubling from here is achievable.</li>
<li>Preceding my comments on Digital Garage and <a href="https://www.smartkarma.com/entities/kakaku-com-inc" target="_blank" data-smartkarma-citation="entities:7408:1" rel="noopener">Kakaku.com Inc (2371 JP)</a> are the current setup/unwind tables for Asia-Pacific Holdcos.</li>
<li>Hese relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.</li>
</ul>



Digital Garage (4819 JP) is comfortably worth 50% more. Even doubling from here is achievable.
Preceding my comments on Digital Garage and Kakaku.com Inc (2371 JP) are the current setup/unwind tables for Asia-Pacific Holdcos.
Hese relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.


StubWorld: Stay Long Digital Garage (4819 JP)

Telco/Internet specialist

Kirk Boodry

Redex Research

Kyodo News reports that Apple is asking the Ministry of Industry Affairs and Communications (MIC, the regulator) to allow higher subsidies for iPhones to help promote the spread of 5G services. To be clear, it is the mobile operators that would offer these subsidies which were capped last year by the regulator at ¥20,000/device even as handset/service pricing was unbundled. We thought this would be a good opportunity to highlight how Apple has grown in Japan especially compared to the mobile operators.

Kyodo News reports that Apple is asking the Ministry of Industry Affairs and Communications (MIC, the regulator) to allow higher subsidies for iPhones to help promote the spread of 5G services. To be clear, it is the mobile operators that would offer these subsidies which were capped last year by the regulator at ¥20,000/device even as handset/service pricing was unbundled. We thought this would be a good opportunity to highlight how Apple has grown in Japan especially compared to the mobile operators.

Apple (Japan) Is Asking the Regulator to Allow Higher Subsidies for IPhone

Japan

KDDI CORPORATION provides mobile communication services and sells mobile devices.  The Company also is a broadband provider.

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KDDI Corp (9433 JP)

Kakaku.com (2371 JP): Rethinking the Arb Trade

The EQT offer is a structurally lower-cost proposal than Bain/LY’s on a like-for-like basis. EQT bid JPY3,300 on 22 June and can match Bain/LY’s...

Arun George

Who Owns Who: Concentration Levels Accelerate in Japan Retail, with More M&A to Come

Japanese retail is in the process of extensive concentration and market consolidation through M&A, organic expansion and tie-ups. Numerous...

Michael Causton

TSE Prime: Japan's Corporate Governance Code Finalized So Boxes Will Be Furiously Ticked

The TSE on Friday announced the revisions to the Governance Code. This codifies the "governance thresholds" required to join TSE Prime next year....

Travis Lundy

StubWorld: Stay Long Digital Garage (4819 JP)

EQT/DG can probably offer more for Kakadu, forcing Bain/LY to overbid. This competitive bidding situation may have legs. DG is dirt cheap here. Be...

David Blennerhassett

Apple (Japan) Is Asking the Regulator to Allow Higher Subsidies for IPhone

Apple Japan is asking the regulator to allow higher smartphone subsidies so it can sell more handsets. That's after 49% growth in Q4 and where it...

Kirk Boodry

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