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>In response to the Nikkei report, <a href="https://www.smartkarma.com/entities/scsk-corp" target="_blank" data-smartkarma-citation="entities:19996:1" rel="noopener">Scsk Corp (9719 JP)</a> has recommended a tender offer from <a href="https://www.smartkarma.com/entities/sumitomo-corp" target="_blank" data-smartkarma-citation="entities:5380:1" rel="noopener">Sumitomo Corp (8053 JP)</a> at JPY5,700, a 31.5% premium to the last close.</li>
<li>The offer is attractive compared to precedent transactions, is above the midpoint of the IFA DCF valuation range and represents an all-time high. </li>
<li>An attractive offer facilitates deal completion. The tender runs from 30 October to 12 December, with payment commencing from 19 December.</li>
</ul>


In response to the Nikkei report, Scsk Corp (9719 JP) has recommended a tender offer from Sumitomo Corp (8053 JP) at JPY5,700, a 31.5% premium to the last close.
The offer is attractive compared to precedent transactions, is above the midpoint of the IFA DCF valuation range and represents an all-time high. 
An attractive offer facilitates deal completion. The tender runs from 30 October to 12 December, with payment commencing from 19 December.


SCSK Corp (9719 JP): Sumitomo (8053 JP)’s Attractive Tender Offer at JPY5,700

<ul>
<li>Today, the <a href="https://www.nikkei.com/article/DGXZQOUC291X90Z21C25A0000000/" target="_blank" rel="noopener">Nikkei reported</a> that <a href="https://www.smartkarma.com/entities/sumitomo-corp" target="_blank" data-smartkarma-citation="entities:5380:1" rel="noopener">Sumitomo Corp (8053 JP)</a> plans to privatise <a href="https://www.smartkarma.com/entities/scsk-corp" target="_blank" data-smartkarma-citation="entities:19996:1" rel="noopener">Scsk Corp (9719 JP)</a> through a tender offer. Both shares were placed on a trading halt.</li>
<li>The Nikkei states that the total acquisition cost would be around JPY800 billion, based on an arbitrary assumption that the offer will be around 20% above the undisturbed price.</li>
<li>The privatisation is strategically sensible. The rumoured offer price of JPY5,109.60 is attractive compared to peer multiples and would represent an all-time high. </li>
</ul>


Today, the Nikkei reported that Sumitomo Corp (8053 JP) plans to privatise Scsk Corp (9719 JP) through a tender offer. Both shares were placed on a trading halt.
The Nikkei states that the total acquisition cost would be around JPY800 billion, based on an arbitrary assumption that the offer will be around 20% above the undisturbed price.
The privatisation is strategically sensible. The rumoured offer price of JPY5,109.60 is attractive compared to peer multiples and would represent an all-time high. 


SCSK Corp (9719 JP): Sumitomo (8053 JP)’s Rumoured Privatisation Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/kkr-co-inc" target="_blank" data-smartkarma-citation="entities:27333:1" rel="noopener">KKR &amp; Co (KKR US)</a> has increased its <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> offer to JPY9,850, a 4.2% premium to the previous JPY9,451 offer and a 2.6% premium to Bain’s JPY9,600 offer.</li>
<li>A bump from KKR was expected and necessary, as the shares have consistently traded above its previous offer. Bain is scheduled to launch its competing offer this week. </li>
<li>Expect a final round of bids, as KKR's offer is not final. The shares closed above KKR's offer, which remains below the high end of the IFA DCF valuation range. </li>
</ul>



KKR &amp; Co (KKR US) has increased its Fuji Soft Inc (9749 JP) offer to JPY9,850, a 4.2% premium to the previous JPY9,451 offer and a 2.6% premium to Bain’s JPY9,600 offer.
A bump from KKR was expected and necessary, as the shares have consistently traded above its previous offer. Bain is scheduled to launch its competing offer this week. 
Expect a final round of bids, as KKR's offer is not final. The shares closed above KKR's offer, which remains below the high end of the IFA DCF valuation range. 


Fuji Soft (9749 JP): Nearing the Endgame as KKR Bumps to JPY9,850

<ul>
<li><span>KKR has <a href="https://media.kkr.com/news-details?news_id=149f73ae-32ba-49df-869e-7eaa102b72a0" target="_blank" rel="noopener">extended</a> the close date of the <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> second tender offer period from 9 to 24 January. All other terms remain unchanged. </span></li>
<li>KKR unconvincingly tries to criticize the Bain offer and unsurprisingly believes there will not be a tender offer by Bain that investors can tender into. </li>
<li>Despite KKR’s gamesmanship, it has not declared its offer final. A bump remains necessary as Bain remains resolute in launching its offer. The final winning offer could be around JPY10,000. </li>
</ul>


KKR has extended the close date of the Fuji Soft Inc (9749 JP) second tender offer period from 9 to 24 January. All other terms remain unchanged. 
KKR unconvincingly tries to criticize the Bain offer and unsurprisingly believes there will not be a tender offer by Bain that investors can tender into. 
Despite KKR’s gamesmanship, it has not declared its offer final. A bump remains necessary as Bain remains resolute in launching its offer. The final winning offer could be around JPY10,000. 


Fuji Soft (9749 JP): KKR Extends Again, Delaying the Inevitable Bump

<ul>
<li>The battle for <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" rel="noopener">Fuji Soft Inc. (9749 JP)</a> took an unexpected turn. Bain <a href="https://www.baincapital.co.jp/sites/default/files/2024-12/BCP_9749_11122024-jp1.pdf" target="_blank" rel="noopener">revised its offer</a> to JPY9,600, a 1.6% premium to KKR’s JPY9,451 second tender offer. </li>
<li>Bain has introduced a minimum number of shares to be purchased criterion. Bain’s offer is structured to address most but not all of the special committee’s reasons for opposition.</li>
<li>The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. Given the amount of time and effort KKR has put into this bid, it will bump. </li>
</ul>


The battle for Fuji Soft Inc. (9749 JP) took an unexpected turn. Bain revised its offer to JPY9,600, a 1.6% premium to KKR’s JPY9,451 second tender offer. 
Bain has introduced a minimum number of shares to be purchased criterion. Bain’s offer is structured to address most but not all of the special committee’s reasons for opposition.
The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. Given the amount of time and effort KKR has put into this bid, it will bump. 


Fuji Soft (9749 JP): Bain Can’t Take No for an Answer and Returns with a JPY9,600 Offer

Japan

NSD CO., LTD is an independent computer software development company. The Company's products include operating systems, business software for financial industry, and process control systems.  NSD also provides computer services including managing computer systems and data entry. The Company also sells computers and its peripheral equipment.

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NSD Co Ltd (9759 JP)

SCSK Corp (9719 JP): Sumitomo (8053 JP)’s Attractive Tender Offer at JPY5,700

The offer is attractive compared to precedent transactions, is above the midpoint of the IFA DCF valuation range and represents an all-time high....

Arun George

SCSK Corp (9719 JP): Sumitomo (8053 JP)’s Rumoured Privatisation Offer

The privatisation is strategically sensible. The rumoured offer price of JPY5,109.60 (JPY800 billion acquisition cost) is attractive compared to...

Arun George

Fuji Soft (9749 JP): Nearing the Endgame as KKR Bumps to JPY9,850

The bump was required. Expect a final round of bids, as KKR's offer is not final. The shares closed above KKR's offer, which remains below the high...

Arun George

Fuji Soft (9749 JP): KKR Extends Again, Delaying the Inevitable Bump

Despite KKR’s gamesmanship, it has not declared its offer final. A bump remains necessary as Bain remains resolute in launching its offer. The...

Arun George

Fuji Soft (9749 JP): Bain Can’t Take No for an Answer and Returns with a JPY9,600 Offer

Despite repeated stonewalling, Bain returns with a revised offer. The Board’s first reaction will be to ask KKR, its preferred bidder, to bump. KKR...

Arun George

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