Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Sanei Architecture Planning / Event-Driven

<ul>
<li>[cue Tom Hardy gif saying "That's Bait"]. But yes, this story has a backstory to the Japanese underworld, and while the original sin may have been minor, it's everything.</li>
<li>The firm was raided, the CEO resigned, a govt authority "recommended" Sanei get rid of Mr Koike's influence, banks got antsy, employee morale dropped. Sanei needed a saviour.</li>
<li>Koike-San asked <a href="https://www.smartkarma.com/entities/open-house-co-ltd" target="_blank" data-smartkarma-citation="entities:19550:1" rel="noopener">Open House (3288 JP)</a> to buy his shares. They agreed to take over the company. It's basically a done deal with a possible twist.</li>
</ul>


[cue Tom Hardy gif saying "That's Bait"]. But yes, this story has a backstory to the Japanese underworld, and while the original sin may have been minor, it's everything.
The firm was raided, the CEO resigned, a govt authority "recommended" Sanei get rid of Mr Koike's influence, banks got antsy, employee morale dropped. Sanei needed a saviour.
Koike-San asked Open House (3288 JP) to buy his shares. They agreed to take over the company. It's basically a done deal with a possible twist.


Sanei Architecture Planning (3228) Finds Saviour from Mafia-Linked Former Boss and Majority Owner

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.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/sanei-architecture-planning" target="_blank" data-smartkarma-citation="entities:2065:1" rel="noopener">Sanei Architecture Planning (3228 JP)</a> has recommended <a href="https://www.smartkarma.com/entities/open-house-co-ltd" target="_blank" data-smartkarma-citation="entities:19550:1" rel="noopener">Open House (3288 JP)</a>’s tender offer of JPY2,025 per share, an 18.0% premium to the undisturbed price (15 August).</li>
<li>The transaction is required to facilitate the exit of Mr Koike, the largest shareholder, and satisfy Article 27 of the Tokyo Metropolitan Organized Crime Exclusion Ordinance.</li>
<li>Irrevocables represent a 64.21% ownership ratio, and the lower limit requires a 6.9% minority acceptance rate. The offer is a reasonable solution to the current predicament. </li>
</ul>



Sanei Architecture Planning (3228 JP) has recommended Open House (3288 JP)’s tender offer of JPY2,025 per share, an 18.0% premium to the undisturbed price (15 August).
The transaction is required to facilitate the exit of Mr Koike, the largest shareholder, and satisfy Article 27 of the Tokyo Metropolitan Organized Crime Exclusion Ordinance.
Irrevocables represent a 64.21% ownership ratio, and the lower limit requires a 6.9% minority acceptance rate. The offer is a reasonable solution to the current predicament. 


Sanei Architecture Planning (3228 JP): Open House's JPY2,025 Tender Offer

Guasty Winds Investment Ideas, Guasty Winds

Guasty Winds

Guasty Winds Investment Ideas

I am a full-time private investor, ex-L/S. I document my investment portfolio decisions and share my work here.

Equity Bottom-Up

<ul><li>Open House (3288-JP) is a niche homebuilder in Japan that has a special expertise in building/selling cheap detached homes in urban cities.</li><li>It participates in many segments of the residential property market, though earns the lions share (~60-65%) of its profits from the single-family homes business.</li><li>Despite its relatively modest profile in the investment community, the company has a ~US$4bn capitalization. It trades at ~1.3x 2023e P/B and ~6.8x P/E.</li></ul>

Open House (3288-JP) is a niche homebuilder in Japan that has a special expertise in building/selling cheap detached homes in urban cities.It participates in many segments of the residential property market, though earns the lions share (~60-65%) of its profits from the single-family homes business.Despite its relatively modest profile in the investment community, the company has a ~US$4bn capitalization. It trades at ~1.3x 2023e P/B and ~6.8x P/E.

True to the sentiment expressed by the <a href="https://www.smartkarma.com/entities/idemitsu-kosan-co-ltd" target="_blank" data-smartkarma-citation="entities:109:1" rel="noopener">Idemitsu Kosan (5019 JP)</a> Finance Dept chief who spoke at the earnings news conference last week, Idemitsu Kosan did not change the price on its ¥2450/share Tender Offer for <a href="https://www.smartkarma.com/entities/toa-oil-co-ltd" target="_blank" data-smartkarma-citation="entities:11021:1" rel="noopener">Toa Oil Co Ltd (5008 JP)</a>.Yesterday, the Tender Offer closed without fanfare. Today Idemitsu announced the results (<a href="https://ssl4.eir-parts.net/doc/5019/ir_material9/154414/00.pdf" target="_blank" rel="noopener">English</a>, <a href="https://www.idss.co.jp/content/100034505.pdf" target="_blank" rel="noopener">Japanese</a>). Because Idemitsu already owned 50+% it only needed 2,058,875 shares which was 16+% or roughly a third of the minority to get to 66.7% to squeeze out remaining minority shareholders. Idemitsu got 470,668 shares, or 3.82%. In my first insight <a href="https://www.smartkarma.com/insights/idemitsu-launches-lowball-tender-offer-for-subsidiary-toa-oil-5008" target="_blank" data-smartkarma-citation="insights:46384" rel="noopener">Idemitsu Launches Lowball Tender Offer for Subsidiary Toa Oil (5008)</a>, I showed what I thought the shareholder structure breakdown for support looked like. In that table, I suggested at a minimum, it was likely to get support from financial and corporate crossholders 483,000 shares) and from directors (13,500 shares). They did not even get that much. Cornwall Capital, which had climbed from 18+% to 26.5+% during the course of the Tender Offer obviously did not tender, but neither did 99% of the other non-crossholder-held shares. This was an enormous failure for Idemitsu. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/189/093/original/Screenshot+2021-02-16+at+8.26.07+PM.png?1613478380" class="editor-image img-responsive" data-smartkarma-image-id="189093"></figure></section>What next? Read on.

True to the sentiment expressed by the Idemitsu Kosan (5019 JP) Finance Dept chief who spoke at the earnings news conference last week, Idemitsu Kosan did not change the price on its ¥2450/share Tender Offer for Toa Oil Co Ltd (5008 JP).Yesterday, the Tender Offer closed without fanfare. Today Idemitsu announced the results (English, Japanese). Because Idemitsu already owned 50+% it only needed 2,058,875 shares which was 16+% or roughly a third of the minority to get to 66.7% to squeeze out remaining minority shareholders. Idemitsu got 470,668 shares, or 3.82%. In my first insight Idemitsu Launches Lowball Tender Offer for Subsidiary Toa Oil (5008), I showed what I thought the shareholder structure breakdown for support looked like. In that table, I suggested at a minimum, it was likely to get support from financial and corporate crossholders 483,000 shares) and from directors (13,500 shares). They did not even get that much. Cornwall Capital, which had climbed from 18+% to 26.5+% during the course of the Tender Offer obviously did not tender, but neither did 99% of the other non-crossholder-held shares. This was an enormous failure for Idemitsu. What next? Read on.

Toa Oil (5008) - The Dog Has Caught the Car, But Beware Mangalores

Friday after the close, <a href="https://www.smartkarma.com/entities/open-house-co-ltd" target="_blank" data-smartkarma-citation="entities:19550:1" rel="noopener">Open House (3288 JP)</a> announced the results of the Partial Tender Offer (Tender Offer for 19.8815mm shares) for <a href="https://www.smartkarma.com/entities/pressance-corp" target="_blank" data-smartkarma-citation="entities:17783:1" rel="noopener">Pressance Corp (3254 JP)</a>.Pro-Ration ended up at 60.92%. This was a LOT lower than I expected. The breakdown of the Tender Offer provided by the Offeror in its MOF Filing suggests a few of the reasons for why this occurred, and one can look at the tendered quantities and deduce a few elements of what may happen going forward.

Friday after the close, Open House (3288 JP) announced the results of the Partial Tender Offer (Tender Offer for 19.8815mm shares) for Pressance Corp (3254 JP).Pro-Ration ended up at 60.92%. This was a LOT lower than I expected. The breakdown of the Tender Offer provided by the Offeror in its MOF Filing suggests a few of the reasons for why this occurred, and one can look at the tendered quantities and deduce a few elements of what may happen going forward. 

Pressance Partial Tender - Almost EVERYONE Tendered

Japan

Open House Co.,Ltd. provides real estate services. The Company offers services including renting, buying, selling and appraising real estate.

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Open House (3288 JP)

Sanei Architecture Planning (3228) Finds Saviour from Mafia-Linked Former Boss and Majority Owner

Sanei Architecture Planning (3228) got in a spot of bother with a yakuza-linked payment. That is forcing the change in control, and a tender offer...

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Sanei Architecture Planning (3228 JP): Open House's JPY2,025 Tender Offer

The transaction is required to facilitate the exit of Mr Koike, the largest shareholder, and satisfy the Exclusion Ordinance. The offer is a...

Arun George