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/macromill-inc" target="_blank" data-smartkarma-citation="entities:24026:1" rel="noopener">Macromill, Inc (3978 JP)</a> disclosed a revised tender offer from CVC at JPY1,250, an 8.7% premium to the previous JPY1,150 offer. The offer has been declared final.</li>
<li>The revised offer is reasonable compared to historical trading ranges. Since the announcement of the offer, the share price has never exceeded it.</li>
<li>CVC seeks an irrevocable from Oasis, but Oasis has several reasons to ignore the overtures. Due to the high required acceptance rate, a gross spread of 0.2% is unattractive. </li>
</ul>



Macromill, Inc (3978 JP) disclosed a revised tender offer from CVC at JPY1,250, an 8.7% premium to the previous JPY1,150 offer. The offer has been declared final.
The revised offer is reasonable compared to historical trading ranges. Since the announcement of the offer, the share price has never exceeded it.
CVC seeks an irrevocable from Oasis, but Oasis has several reasons to ignore the overtures. Due to the high required acceptance rate, a gross spread of 0.2% is unattractive. 


Macromill (3978 JP): CVC Bumps to JPY1,250, but the Offer Remains Light

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Three pre-existing Large Shareholders have not sold down. Two new 5+% shareholders have appeared since Tender Launch. Together, their reports give them 51.7% of shares out.</li>
<li>That provides them with a significantly strong implied negotiating hand. Given the midpoint of the Target Company's Advisor's DCF Range, I expect a bump. </li>
<li>Today the Bidder extended for 10 more days. They didn't have the shares to close. I expect they won't unless they bump a lot. </li>
</ul>


Three pre-existing Large Shareholders have not sold down. Two new 5+% shareholders have appeared since Tender Launch. Together, their reports give them 51.7% of shares out.
That provides them with a significantly strong implied negotiating hand. Given the midpoint of the Target Company's Advisor's DCF Range, I expect a bump. 
Today the Bidder extended for 10 more days. They didn't have the shares to close. I expect they won't unless they bump a lot. 


Macromill (3978 JP) - Five Major Investors Have 50+%; CVC Extends and Will Need to Bump Or Walk

<ul>
<li>On 26 December, CVC extended its <a href="https://www.smartkarma.com/entities/macromill-inc" target="_blank" rel="noopener">Macromill, Inc. (3978 JP)</a> offer period by 10 business days to 17 January. The offer price remained unchanged, but it was not declared final.</li>
<li>The extension is unsurprising as the shares have traded above terms for 30 out of 32 trading days. The emergence of Oasis as the largest shareholder is an added complication. </li>
<li>Lowering the minimum acceptance condition is not a viable option. A bump is increasingly likely. Trading patterns suggest a minimum required revised offer of around JPY1,200.</li>
</ul>


On 26 December, CVC extended its Macromill, Inc. (3978 JP) offer period by 10 business days to 17 January. The offer price remained unchanged, but it was not declared final.
The extension is unsurprising as the shares have traded above terms for 30 out of 32 trading days. The emergence of Oasis as the largest shareholder is an added complication. 
Lowering the minimum acceptance condition is not a viable option. A bump is increasingly likely. Trading patterns suggest a minimum required revised offer of around JPY1,200.


Macromill (3978 JP): CVC Bumping Its Offer Is Inevitable

<ul>
<li>Today post-close, activist/engagement investor Oasis Management <a href="https://disclosure2dl.edinet-fsa.go.jp/searchdocument/pdf/S100UYE4.pdf?sv=2020-08-04&amp;st=2024-12-17T08%3A17%3A44Z&amp;se=2029-12-17T15%3A00%3A00Z&amp;sr=b&amp;sp=rl&amp;sig=8CF7Al7qa3iep7%2Be%2FYKZuyvDIrkbe2s%2B3M%2FLLvosDIs%3D" target="_blank" rel="noopener">filed</a> a new LSR on <a href="https://www.smartkarma.com/entities/macromill-inc" target="_blank" data-smartkarma-citation="entities:24026:1" rel="noopener">Macromill, Inc (3978 JP)</a> owning 7.12% of shares as of 13-Dec-2024. Reason: Defend shareholder value, propose measures to management.</li>
<li>That is 7.56-7.65% of effective voting/tender rights. It's big enough to matter. Of course, the stock has not traded below terms once since full trading started post-announcement. </li>
<li>And this was warned in <em><a href="https://www.smartkarma.com/insights/cvc-offers-1150-for-macromill-3978-wrong-price-wrong-register-expect-activism-or-an-overbid" target="_blank" data-smartkarma-citation="insights:166322" rel="noopener">CVC Offers ¥1150 for Macromill (3978) - Wrong Price, Wrong Register - Expect Activism or An Overbid</a></em>. Shareholder structure REALLY matters. </li>
</ul>


Today post-close, activist/engagement investor Oasis Management filed a new LSR on Macromill, Inc (3978 JP) owning 7.12% of shares as of 13-Dec-2024. Reason: Defend shareholder value, propose measures to management.
That is 7.56-7.65% of effective voting/tender rights. It's big enough to matter. Of course, the stock has not traded below terms once since full trading started post-announcement. 
And this was warned in CVC Offers ¥1150 for Macromill (3978) - Wrong Price, Wrong Register - Expect Activism or An Overbid. Shareholder structure REALLY matters. 


Activist Buys 7+% of Takeover Target Macromill (3978 JP)

<ul>
<li>Today, CVC announced a deal to buy out <a href="https://www.smartkarma.com/entities/macromill-inc" target="_blank" data-smartkarma-citation="entities:24026:1" rel="noopener">Macromill, Inc (3978 JP)</a>. It is agreed and supported by management and the Board. </li>
<li>The shareholder register on this stock is wide open. It is not burdened by crossholders. It IS burdened by 7 large active holders who have 55%. </li>
<li>Those holders may complain about the process, the transparency, and the low price. This could be a target for an activist or a strategic overbidder.</li>
</ul>


Today, CVC announced a deal to buy out Macromill, Inc (3978 JP). It is agreed and supported by management and the Board. 
The shareholder register on this stock is wide open. It is not burdened by crossholders. It IS burdened by 7 large active holders who have 55%. 
Those holders may complain about the process, the transparency, and the low price. This could be a target for an activist or a strategic overbidder.


CVC Offers ¥1150 for Macromill (3978) - Wrong Price, Wrong Register - Expect Activism or An Overbid

Japan

MACROMILL, INC. is a market research company utilizing Internet System. The Company collects and analyzes data and prepares research reports. MACROMILL also provides digital marketing solutions.

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Macromill, Inc (3978 JP)

Macromill (3978 JP): CVC Bumps to JPY1,250, but the Offer Remains Light

CVC seeks an irrevocable from Oasis, but Oasis has several reasons to ignore the overtures. Due to the high required acceptance rate, a gross...

Arun George

Macromill (3978 JP) - Five Major Investors Have 50+%; CVC Extends and Will Need to Bump Or Walk

Today is the last trading day for anyone to buy and tender into the Macromill Tender Offer which is 5% below the current price. The stock hasn't...

Travis Lundy

Macromill (3978 JP): CVC Bumping Its Offer Is Inevitable

On 26 December, CVC extended its Macromill offer period to 17 January. A bump is increasingly likely. Trading patterns suggest a minimum required...

Arun George

Activist Buys 7+% of Takeover Target Macromill (3978 JP)

Activist Oasis has added themselves to the mix. The language in the new 7.1% filing is interesting. Noteworthy: none of the large fundamental long...

Travis Lundy

CVC Offers ¥1150 for Macromill (3978) - Wrong Price, Wrong Register - Expect Activism or An Overbid

The Macromill (3978) Tender Offer ends next week on the 26th. So far it has not traded below terms a single time, and hasn't traded within 1% of...

Travis Lundy

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