Digging into Overlooked Small and Micro Caps, Numbers Not Narrative

Jakub Magaram

Digging into Overlooked Small and Micro Caps

Numbers Not Narrative

Digging into overlooked small and micro caps where the numbers tell a better story than the market does.

Equity Bottom-Up

KeePer Technical Laboratory / Equity Bottom-Up

<ul><li>A KeePer coating is a thin glass film that goes onto car paint.</li><li>The cheapest one, Crystal KeePer, takes a couple of hours and costs ¥18,200, about $117, on a small car.</li><li>The most expensive, W Diamond KeePer, takes most of a day and costs ¥108,000, about $690, on a large one.</li></ul>

A KeePer coating is a thin glass film that goes onto car paint.The cheapest one, Crystal KeePer, takes a couple of hours and costs ¥18,200, about $117, on a small car.The most expensive, W Diamond KeePer, takes most of a day and costs ¥108,000, about $690, on a large one.

Japan's Gas Stations Are Dying. This Company Sells Them a Way Out.

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Today after the close, <a href="https://www.smartkarma.com/entities/soft99-corp" target="_blank" data-smartkarma-citation="entities:18486:1" rel="noopener">Soft99 Corp (4464 JP)</a>'s Board issued a statement on "Our View" of Effissimo's "Our View" Press Release. It's bad.   </li>
<li>But it points out the "weaknesses" that Effissimo's Tender Offer Press Release had as it concerns a counterbid. And that tells you how Effissimo should amend their Tender Offer docs.</li>
<li>Soft99 Board's response is interesting. It asks Effissimo to not be coercive (i.e. bid for 50%+) in response to the MBO Bid's coerciveness. Not a winning argument but not impossible.</li>
</ul>


Today after the close, Soft99 Corp (4464 JP)'s Board issued a statement on "Our View" of Effissimo's "Our View" Press Release. It's bad.   
But it points out the "weaknesses" that Effissimo's Tender Offer Press Release had as it concerns a counterbid. And that tells you how Effissimo should amend their Tender Offer docs.
Soft99 Board's response is interesting. It asks Effissimo to not be coercive (i.e. bid for 50%+) in response to the MBO Bid's coerciveness. Not a winning argument but not impossible.


[Japan M&A/Activism] Soft99 Board Rebuts Effissimo's Rebuttal. Still An Awful "Fiduciary" Response

<ul>
<li>On 25 September, with the stock trading just below Effissimo's terms, the <a href="https://www.smartkarma.com/entities/soft99-corp" target="_blank" data-smartkarma-citation="entities:18486:1" rel="noopener">Soft99 Corp (4464 JP)</a> Board came out AGAINST the Effissimo proposal 66% higher than the MBO terms.</li>
<li>The fine print said that the Soft99 deal had enough shares to get over the line assuming Keeper Labs tendered according to agreement due to Board Support. Shares plummeted. </li>
<li>Effissimo issued a stunning rebuttal which showed Board incompetence/negligence, possible breach of fiduciary duty. Today, MBO Bidco extended, the stock popped, but details are key.</li>
</ul>


On 25 September, with the stock trading just below Effissimo's terms, the Soft99 Corp (4464 JP) Board came out AGAINST the Effissimo proposal 66% higher than the MBO terms.
The fine print said that the Soft99 deal had enough shares to get over the line assuming Keeper Labs tendered according to agreement due to Board Support. Shares plummeted. 
Effissimo issued a stunning rebuttal which showed Board incompetence/negligence, possible breach of fiduciary duty. Today, MBO Bidco extended, the stock popped, but details are key.


[Japan M&A/Activism] Soft99 Plummets, Rebounds, Activist Rebuts, KeePer Lab Holds, MBO Extends

Japan Specialist

Mark Chadwick

Thematic (Sector/Industry)

<ul>
<li>Sun Corp (6736 JP): A deep-value holding company trading below the value of its 44% stake in NASDAQ-listed Cellebrite; positioned as a discounted proxy on the growth of digital forensics. </li>
<li>MegaChips (6875 JP): A fabless semiconductor firm with a legacy ASIC business but a hidden asset in its ¥160 billion SiTime stake; City Index Eleven to pressure value unlock</li>
<li>KeePer (6036 JP): A high-margin car detailing business with embedded optionality through its SOFT99 stake; activist entry by Misaki Capital ensures governance pressure.</li>
</ul>


Sun Corp (6736 JP): A deep-value holding company trading below the value of its 44% stake in NASDAQ-listed Cellebrite; positioned as a discounted proxy on the growth of digital forensics. 
MegaChips (6875 JP): A fabless semiconductor firm with a legacy ASIC business but a hidden asset in its ¥160 billion SiTime stake; City Index Eleven to pressure value unlock
KeePer (6036 JP): A high-margin car detailing business with embedded optionality through its SOFT99 stake; activist entry by Misaki Capital ensures governance pressure.


Japan Activist Briefs | Sun Corp, MegaChips, KeePer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> jumped today after spending a week or more at levels just above the revised Tender Price of <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a>. </li>
<li>SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed <a href="https://www.smartkarma.com/insights/japan-activism-m-a-hakuhodo-dy-lowers-digital-holdings-2389-jp-tob-threshold-bumps-a-tiny-2-2" target="_blank" rel="noopener">here</a>).</li>
<li>Hakuhodo bid slightly more, and lowered its minimum, thereby <em>nearly</em> ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...</li>
</ul>



Digital Holdings Inc (2389 JP) jumped today after spending a week or more at levels just above the revised Tender Price of Hakuhodo Dy Holdings (2433 JP). 
SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed here).
Hakuhodo bid slightly more, and lowered its minimum, thereby nearly ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...


[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint

Japan

KeePer Technical Laboratory Co., Ltd. develops, manufactures, and sells car coatings, car washing chemicals and equipment. The Company also operates Keeper PROSHOP" certified car coating technology shops and "Keeper LABO" car coating and car wash specialty shops. KeePer Technical Laboratory conducts businesses in Japan.

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KeePer Technical Laboratory (6036 JP)

Japan's Gas Stations Are Dying. This Company Sells Them a Way Out.

A KeePer coating is a thin glass film that goes onto car paint. The cheapest one, Crystal KeePer, takes a couple of hours and costs ¥18,200, about...

Jakub Magaram

[Japan M&A/Activism] Soft99 Board Rebuts Effissimo's Rebuttal. Still An Awful "Fiduciary" Response

KeePer Lab has announced its Board has decided unanimously to tender the KeePer Lab shares to the Effissimo Tender Offer at ¥4,100 rather than to...

Travis Lundy

[Japan M&A/Activism] Soft99 Plummets, Rebounds, Activist Rebuts, KeePer Lab Holds, MBO Extends

After plummeting when Soft99 came out against Effissimo's bid, they've bounced back after a scathing rebuttal shows Board negligence, and the MBO...

Travis Lundy

Japan Activist Briefs | Sun Corp, MegaChips, KeePer

Three overlooked Japanese mid-caps; Sun Corp, MegaChips, and KeePer, reflect a broader shift in Japan’s equity landscape as activists push balance...

Mark Chadwick

[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint

It appears SilverCape is going to bid higher AND bid for more stock in an effort to offset the Board's (groundless) complaints about coerciveness....

Travis Lundy

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