Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Ebook Initiative Japan Co Ltd / Event-Driven

Back in April I discussed how those looking at <a href="https://www.smartkarma.com/entities/softbank-corp" target="_blank" data-smartkarma-citation="entities:27445:1" rel="noopener">Softbank Corp (9434 JP)</a> on an EV/EBITDA basis would be measuring the company incorrectly. The insight was <a href="https://www.smartkarma.com/insights/softbank-corp-accounting-for-the-accounting-is-complicated" target="_blank" data-smartkarma-citation="insights:50684" rel="noopener">Softbank Corp - Accounting for The Accounting Is Complicated</a>.Yeah... it was an accounting thing. When you look at Softbank Corp and its consolidated revenues and EBITDA, you were looking at the parent co business of telecoms, then because Softbank Corp owned 50% of a company which owned 65% of <a href="https://www.smartkarma.com/entities/z-holdings-corp" target="_blank" data-smartkarma-citation="entities:19603:1" rel="noopener">Z Holdings (4689 JP)</a> which itself consolidated <a href="https://www.smartkarma.com/entities/ebook-initiative-japan-co-lt" target="_blank" data-smartkarma-citation="entities:10613:1" rel="noopener">Ebook Initiative Japan Co Lt (3658 JP)</a> because of the 43% it held, it meant that Softbank Corp consolidated 100% of the top line but only 14% of the bottom line. That is about to get weirder as LINE Digital Frontier has just announced a Tender Offer to take out "minorities" in Ebook Initiative Japan at ¥4750/share. That takeout price is a lifetime high, a 4-bagger since covid-crash lows, 10x book, 550+x EBITDA and one could add more comments that suggest it is a superlative exit for investors. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/232/841/original/Screenshot+2021-09-30+at+3.58.23+PM.png?1632988893" class="editor-image img-responsive" data-smartkarma-image-id="232841"></figure></section>Those things are nice, but....But it is likely to tick off some people. I discuss why in more detail below but a summary can be...This kind of transaction is yet another situation where the METI Fair M&amp;A Guidelines introduced in summer 2019 have been roundly ignored. There is a lack of good procedure and governance, the valuation is inadequate, the advise provided insufficient, the price manifestly too low, synergies explicitly unaccounted for, no fairness opinion, and the takeover premium is as low as I have seen. And other than that Mrs Lincoln, how was the play?This situation begs for some cowbell (and, obviously, <a href="https://www.smartkarma.com/insights/japan-needs-more-cowbell" target="_blank" data-smartkarma-citation="insights:41191" rel="noopener">Japan Needs More Cowbell</a>) <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/232/870/original/more+cowbell.gif?1632996696" class="editor-image img-responsive" data-smartkarma-image-id="232870"></figure></section>Much more below the fold.

Back in April I discussed how those looking at Softbank Corp (9434 JP) on an EV/EBITDA basis would be measuring the company incorrectly. The insight was Softbank Corp - Accounting for The Accounting Is Complicated.Yeah... it was an accounting thing. When you look at Softbank Corp and its consolidated revenues and EBITDA, you were looking at the parent co business of telecoms, then because Softbank Corp owned 50% of a company which owned 65% of Z Holdings (4689 JP) which itself consolidated Ebook Initiative Japan Co Lt (3658 JP) because of the 43% it held, it meant that Softbank Corp consolidated 100% of the top line but only 14% of the bottom line. That is about to get weirder as LINE Digital Frontier has just announced a Tender Offer to take out "minorities" in Ebook Initiative Japan at ¥4750/share. That takeout price is a lifetime high, a 4-bagger since covid-crash lows, 10x book, 550+x EBITDA and one could add more comments that suggest it is a superlative exit for investors. Those things are nice, but....But it is likely to tick off some people. I discuss why in more detail below but a summary can be...This kind of transaction is yet another situation where the METI Fair M&amp;A Guidelines introduced in summer 2019 have been roundly ignored. There is a lack of good procedure and governance, the valuation is inadequate, the advise provided insufficient, the price manifestly too low, synergies explicitly unaccounted for, no fairness opinion, and the takeover premium is as low as I have seen. And other than that Mrs Lincoln, how was the play?This situation begs for some cowbell (and, obviously, Japan Needs More Cowbell) Much more below the fold. 

E-Book Initiative (3658 JP) Tender Offer Takeout - This One Needs Cowbell Too

Telco/Internet specialist

Kirk Boodry

Redex Research

Equity Bottom-Up

Askul posted a mixed quarter as revenue growth slowed but margin improvements continued apace. FY22 is largely a rebuilding year as the company more tightly integrates B2C and logistics into the Z Holdings ecosystem and Q1 performance gives them a solid start in meeting full-year guidance. We do not cover Askul but we follow it as part of our Z Holdings coverage.

Askul posted a mixed quarter as revenue growth slowed but margin improvements continued apace. FY22 is largely a rebuilding year as the company more tightly integrates B2C and logistics into the Z Holdings ecosystem and Q1 performance gives them a solid start in meeting full-year guidance. We do not cover Askul but we follow it as part of our Z Holdings coverage.   

Askul Corp Q1 22 Results Reaction: Slowing Revenue Growth but Profit Beat

Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

Demae-Can Co., Ltd. / Equity Capital Markets

<a href="https://www.smartkarma.com/entities/demae-can-co-ltd" target="_blank" data-smartkarma-citation="entities:10524:1" rel="noopener">Demae-Can Co., Ltd. (2484 JP)</a>  is looking to raise up to a total of JPY80bn (US$730m) from a combination of overseas offering to investors and share sale to <a href="https://www.smartkarma.com/entities/z-holdings-corp" target="_blank" data-smartkarma-citation="entities:19603:1" rel="noopener">Z Holdings (4689 JP)</a> and <a href="https://www.smartkarma.com/entities/naver-corp" target="_blank" data-smartkarma-citation="entities:16029:1" rel="noopener">Naver Corp (035420 KS)</a>.In this note, we will take a brief look at deal dynamics, fundamentals, and run the deal through our ECM framework.

Demae-Can Co., Ltd. (2484 JP)  is looking to raise up to a total of JPY80bn (US$730m) from a combination of overseas offering to investors and share sale to Z Holdings (4689 JP) and Naver Corp (035420 KS).In this note, we will take a brief look at deal dynamics, fundamentals, and run the deal through our ECM framework.

Demae-Can Placement - Massive Dilution to Pursue Market Share

Index Rebal/Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Index Rebal/Special Situations

Japan-based food delivery company <a href="https://www.smartkarma.com/entities/demae-can-co-ltd" target="_blank" data-smartkarma-citation="entities:10524:1" rel="noopener">Demae-Can Co., Ltd. (2484 JP)</a> launched a follow-on equity offering after market-close today to raise capital for business expansion. In this offering the company will be issuing 55,436,400 new shares and selling 3,240,000 treasury shares out of which a total of 19,293,900 shares will be allocated to the public and 39,382,500 shares will be allocated for <a href="https://www.smartkarma.com/entities/z-holdings-corp" target="_blank" data-smartkarma-citation="entities:19603:1" rel="noopener">Z Holdings (4689 JP)</a> and South-Korea based <a href="https://www.smartkarma.com/entities/naver-corp" target="_blank" data-smartkarma-citation="entities:16029:1" rel="noopener">Naver Corp (035420 KS)</a>. Based on today's closing price, the total size of this equity offering could be around ~¥105bn (US$950mn) and the portion allocated to public shareholders could be around ~¥35bn (US$315mn). However, the official announcement estimates the minimum size of the equity offering to be around ~¥80bn (US$726mn) and the above-mentioned allocation can change slightly depending on share price movement and public investor interest. There is a really interesting event angle here which should pique the interest of investors. More below.

Japan-based food delivery company Demae-Can Co., Ltd. (2484 JP) launched a follow-on equity offering after market-close today to raise capital for business expansion. In this offering the company will be issuing 55,436,400 new shares and selling 3,240,000 treasury shares out of which a total of 19,293,900 shares will be allocated to the public and 39,382,500 shares will be allocated for Z Holdings (4689 JP) and South-Korea based Naver Corp (035420 KS). Based on today's closing price, the total size of this equity offering could be around ~¥105bn (US$950mn) and the portion allocated to public shareholders could be around ~¥35bn (US$315mn). However, the official announcement estimates the minimum size of the equity offering to be around ~¥80bn (US$726mn) and the above-mentioned allocation can change slightly depending on share price movement and public investor interest. There is a really interesting event angle here which should pique the interest of investors. More below.

Demae-Can's Latest Offering Preserves The Potential for TOPIX Inclusion

Equity Analyst, LightStream Research

Shifara Samsudeen, FCMA, CGMA

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

<a href="https://www.smartkarma.com/entities/recruit-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:15070:1" rel="noopener">Recruit Holdings (6098 JP)</a> reported its 1QFY03/2022 results on Thursday (12th August 2021) which saw revenues growing 39.8% YoY while operating profit for the quarter almost quadrupled to JPY104.7bn. The adjusted EBITDA for the first quarter grew 135.4% YoY to JPY125.7bn vs JPY53.4bn in the same quarter a year ago.Recruit’s 1QFY03/2022 revenues beat consensus estimates by 15.5% while reported operating profit for the quarter beat consensus by a huge margin of 74.8%. Both HR Tech and Staffing segments have recovered to pre-Covid levels, however, Media &amp; Solutions segment has not yet been able to recover from the pandemic despite showing YoY increase in revenues.The company has revised its guidance for full-year FY03/2022 upwards (from its previous guidance in May 2021) in order to reflect the updated outlook for HR Tech and Staffing businesses.

Recruit Holdings (6098 JP) reported its 1QFY03/2022 results on Thursday (12th August 2021) which saw revenues growing 39.8% YoY while operating profit for the quarter almost quadrupled to JPY104.7bn. The adjusted EBITDA for the first quarter grew 135.4% YoY to JPY125.7bn vs JPY53.4bn in the same quarter a year ago.Recruit’s 1QFY03/2022 revenues beat consensus estimates by 15.5% while reported operating profit for the quarter beat consensus by a huge margin of 74.8%. Both HR Tech and Staffing segments have recovered to pre-Covid levels, however, Media &amp; Solutions segment has not yet been able to recover from the pandemic despite showing YoY increase in revenues.The company has revised its guidance for full-year FY03/2022 upwards (from its previous guidance in May 2021) in order to reflect the updated outlook for HR Tech and Staffing businesses.

Recruit: Strong Performance of HR Tech Drives Earnings Beat; Shares Are Overvalued

Japan

LY Corporation operates as an internet search engine "Yahoo! JAPAN". The Company provides electronic commerce and settlement finance services for small medium enterprises and individuals. LY also operates media business including search linked advertising and display advertising services.

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LY (4689 JP)

E-Book Initiative (3658 JP) Tender Offer Takeout - This One Needs Cowbell Too

This takeout of Ebook Initiatives "minorities" is a related party transaction which should have more procedural approval but governance here is a...

Travis Lundy

Askul Corp Q1 22 Results Reaction: Slowing Revenue Growth but Profit Beat

Askul posted a mixed quarter as revenue growth slowed but margin improvements continued apace. Covid-19 dislocation makes it hard to find real...

Kirk Boodry

Demae-Can's Latest Offering Preserves The Potential for TOPIX Inclusion

Japan-based food delivery company Demae-Can announced a large equity offering to boost their marketing expenditure and defend their market share in...

Janaghan Jeyakumar, CFA

Recruit: Strong Performance of HR Tech Drives Earnings Beat; Shares Are Overvalued

Recruit's 1QFY03/2022 revenues grew 39.8% YoY while operating profit almost quadrupled to JPY104.7bn. Both HR Tech and Staffing have recovered but...

Shifara Samsudeen, FCMA, CGMA

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52-week Range

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E-Book Initiative (3658 JP) Tender Offer Takeout - This One Needs Cowbell Too

This takeout of Ebook Initiatives "minorities" is a related party transaction which should have more procedural approval but governance here is a...

Travis Lundy

Askul Corp Q1 22 Results Reaction: Slowing Revenue Growth but Profit Beat

Askul posted a mixed quarter as revenue growth slowed but margin improvements continued apace. Covid-19 dislocation makes it hard to find real...

Kirk Boodry

Demae-Can Placement - Massive Dilution to Pursue Market Share

Demae-Can Co., Ltd. (2484 JP) is looking to raise up to a total of JPY80bn (US$730m) from a combination of overseas offering to investors and...

Sumeet Singh

Demae-Can's Latest Offering Preserves The Potential for TOPIX Inclusion

Japan-based food delivery company Demae-Can announced a large equity offering to boost their marketing expenditure and defend their market share in...

Janaghan Jeyakumar, CFA

Recruit: Strong Performance of HR Tech Drives Earnings Beat; Shares Are Overvalued

Recruit's 1QFY03/2022 revenues grew 39.8% YoY while operating profit almost quadrupled to JPY104.7bn. Both HR Tech and Staffing have recovered but...

Shifara Samsudeen, FCMA, CGMA