Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Event-Driven

Friday August 5th after the close, <a href="https://www.smartkarma.com/entities/12781" target="_blank" data-smartkarma-citation="entities:12781:1">Mitsubishi Chemical Holdings (4188 JP)</a> (and its affiliates) <a href="http://www.m-kagaku.co.jp/english/newsreleases/pdf/00449/00511.pdf" target="_blank">announced</a> a Tender Offer to take private <a href="https://www.smartkarma.com/entities/17597" target="_blank" data-smartkarma-citation="entities:17597:1">Nippon Synthetic Chemical (4201 JP)</a> (also known as Nichigo (from its Japanese name of Nippon Gohsei)) by purchasing the all of the 48.5% of the shares outstanding that it does not already own (it owns 51.49% of the voting rights and 50.98% of shares outstanding) at ¥910/share, a 50% premium.  Nichigo issued a <a href="http://www.nichigo.co.jp/english/news/file/etk1608051.pdf" target="_blank">statement</a> that its Board of Directors had resolved to state an opinion supporting the tender offer. The deal is not "new" to them. Mitsubishi Chemical approached Nippon Synthetic Chemical with the offer in December 2015 and has been discussing the merits and the structural details since.  The announcement goes out of its way to show that it has been "fair" in its approach to minority shareholders through independent financial advisors' valuations, a third-party committee to evaluate the Offer, and making the Tender Offer longer than normal to 'secure an opportunity for Others to make any competing offers. It is nice to say but this is largely hogwash. That said, it is a very low-risk situation for investors. There is no minimum and no maximum on the number of shares to be purchased. Assuming that Mitsubishi Chemical can get to two-thirds, Nippon Synthetic Chemical will be delisted. Lots more details below the fold for subscribers...

Friday August 5th after the close, Mitsubishi Chemical Holdings (4188 JP) (and its affiliates) announced a Tender Offer to take private Nippon Synthetic Chemical (4201 JP) (also known as Nichigo (from its Japanese name of Nippon Gohsei)) by purchasing the all of the 48.5% of the shares outstanding that it does not already own (it owns 51.49% of the voting rights and 50.98% of shares outstanding) at ¥910/share, a 50% premium.  Nichigo issued a statement that its Board of Directors had resolved to state an opinion supporting the tender offer. The deal is not "new" to them. Mitsubishi Chemical approached Nippon Synthetic Chemical with the offer in December 2015 and has been discussing the merits and the structural details since.  The announcement goes out of its way to show that it has been "fair" in its approach to minority shareholders through independent financial advisors' valuations, a third-party committee to evaluate the Offer, and making the Tender Offer longer than normal to 'secure an opportunity for Others to make any competing offers. It is nice to say but this is largely hogwash. That said, it is a very low-risk situation for investors. There is no minimum and no maximum on the number of shares to be purchased. Assuming that Mitsubishi Chemical can get to two-thirds, Nippon Synthetic Chemical will be delisted. Lots more details below the fold for subscribers...

Japan

Mitsubishi Chemical Holdings Corporation is a holding company established through the merger of Mitsubishi Chemical and Mitsubishi Pharma.  The Company manages operation of its subsidiaries.

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Mitsubishi Chemical (4188 JP)

Nippon Synthetic Chemical (4201) TOB

Friday August 5th after the close, Mitsubishi Chemical Holdings (4188 JP) (and its affiliates) announced a Tender Offer to take private Nippon...

Travis Lundy

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