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>SilverCape has increased its tender offer price for <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> by 2.9% to JPY2,450 and raised the minimum tendering condition to 6.8 million shares (36.61% ownership ratio).</li>
<li>The SilverCape hostile offer faces twin challenges: preventing completion of the <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a> offer and gaining the Board’s support/stopping the implementation of countermeasures.</li>
<li>SilverCape’s revised terms are unlikely to address these challenges. While Hakuhodo may (again) revise its offer, I expect the bump to be marginal (less than 5%). </li>
</ul>


SilverCape has increased its tender offer price for Digital Holdings Inc (2389 JP) by 2.9% to JPY2,450 and raised the minimum tendering condition to 6.8 million shares (36.61% ownership ratio).
The SilverCape hostile offer faces twin challenges: preventing completion of the Hakuhodo Dy Holdings (2433 JP) offer and gaining the Board’s support/stopping the implementation of countermeasures.
SilverCape’s revised terms are unlikely to address these challenges. While Hakuhodo may (again) revise its offer, I expect the bump to be marginal (less than 5%). 


Digital Holdings (2389 JP): SilverCape Revised Terms Faces Twin Challenges

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>
<a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> jumped today after spending a week or more at levels just above the revised Tender Price of <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a>. </li>
<li>SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed <a href="https://www.smartkarma.com/insights/japan-activism-m-a-hakuhodo-dy-lowers-digital-holdings-2389-jp-tob-threshold-bumps-a-tiny-2-2" target="_blank" rel="noopener">here</a>).</li>
<li>Hakuhodo bid slightly more, and lowered its minimum, thereby nearly ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...</li>
</ul>



Digital Holdings Inc (2389 JP) jumped today after spending a week or more at levels just above the revised Tender Price of Hakuhodo Dy Holdings (2433 JP). 
SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed here).
Hakuhodo bid slightly more, and lowered its minimum, thereby nearly ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...


[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint

David Blennerhassett

<ul>
<li>I tally 34 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma. Those arbs metrics and upcoming events are detailed below.</li>
<li>One new deal was discussed on Smartkarma this week: <a href="https://www.smartkarma.com/entities/genes-tech-group-holdings-company-limited" target="_blank" data-smartkarma-citation="entities:46022:1" rel="noopener">Genes Tech Group Holdings (8257 HK)</a>. Technically, the Offer for <a href="https://www.smartkarma.com/entities/jinke-smart-services-group-co" target="_blank" data-smartkarma-citation="entities:29214:1" rel="noopener">Jinke Smart Services (9666 HK)</a> is new.</li>
<li>Key updates/news also took place on: <a href="https://www.smartkarma.com/entities/rpmglobal-holdings-limited" target="_blank" data-smartkarma-citation="entities:16492:1" rel="noopener">RPMGlobal (RUL AU)</a>, <a href="https://www.smartkarma.com/entities/insignia-financial-ltd" target="_blank" data-smartkarma-citation="entities:12349:1" rel="noopener">Insignia Financial (IFL AU)</a>, <a href="https://www.smartkarma.com/entities/webjet-group-limited" target="_blank" data-smartkarma-citation="entities:45177:1" rel="noopener">Webjet (WJL AU)</a>, <a href="https://www.smartkarma.com/entities/mayne-pharma-group-ltd" target="_blank" data-smartkarma-citation="entities:757:1" rel="noopener">Mayne Pharma (MYX AU)</a>, and <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings (2389 JP)</a>. </li>
</ul>


I tally 34 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma. Those arbs metrics and upcoming events are detailed below.
One new deal was discussed on Smartkarma this week: Genes Tech Group Holdings (8257 HK). Technically, the Offer for Jinke Smart Services (9666 HK) is new.
Key updates/news also took place on: RPMGlobal (RUL AU), Insignia Financial (IFL AU), Webjet (WJL AU), Mayne Pharma (MYX AU), and Digital Holdings (2389 JP). 


Asia-Pac M&A Weekly Wrap: RPMGlobal, Insignia, Webjet, Mayne Pharma, Jinke Smart, Digital Holdings

<ul>
<li>Today after the close, <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a> announced changes to the terms of its Tender Offer for <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a>, which faces an overbidder in SilverCape. </li>
<li>Hakuhodo had bid ¥1,970. Silvercape came over the top with a proposed ¥2,380 but a delay for approvals. DH is fighting against SilverCape because of "remaining minority shareholder risk."</li>
<li>That's garbage. Utter blatherskite. Trumpworthy trumpery. Now Hakuhodo DY has lowered the minimum threshold making it hard to miss, and raised the price 2.3% to ¥2,015.</li>
</ul>


Today after the close, Hakuhodo Dy Holdings (2433 JP) announced changes to the terms of its Tender Offer for Digital Holdings Inc (2389 JP), which faces an overbidder in SilverCape. 
Hakuhodo had bid ¥1,970. Silvercape came over the top with a proposed ¥2,380 but a delay for approvals. DH is fighting against SilverCape because of "remaining minority shareholder risk."
That's garbage. Utter blatherskite. Trumpworthy trumpery. Now Hakuhodo DY has lowered the minimum threshold making it hard to miss, and raised the price 2.3% to ¥2,015.


[Japan Activism/M&A] Hakuhodo DY Lowers Digital Holdings (2389 JP) TOB Threshold, Bumps a Tiny 2.2%

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a> increased its <a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> tender offer price by 2.3% to JPY2,015, 7.1% below the last close and 15.3% below SilverCape’s JPY2,380 offer.</li>
<li>The lower limit has been reduced to a 24.67% ownership ratio. Hakuhodo's confidence in passing the EGM share consolidation vote relies on AGM voting trends and passive votes.</li>
<li>Hakuhodo’s acceptances as of 28 October exceed the lower limit. The revised Hakudodo offer will severely dent the chances of SilverCape’s offer.</li>
</ul>



Hakuhodo Dy Holdings (2433 JP) increased its Digital Holdings Inc (2389 JP) tender offer price by 2.3% to JPY2,015, 7.1% below the last close and 15.3% below SilverCape’s JPY2,380 offer.
The lower limit has been reduced to a 24.67% ownership ratio. Hakuhodo's confidence in passing the EGM share consolidation vote relies on AGM voting trends and passive votes.
Hakuhodo’s acceptances as of 28 October exceed the lower limit. The revised Hakudodo offer will severely dent the chances of SilverCape’s offer.


Digital Holdings (2389 JP): Hakuhodo Bumps and Lowers the Minimum Tendering Condition

Japan

Digital Holdings, Inc. operates as an internet advertising agency. The Company provides internet advertising, digital marketing, and other related services for local small and medium-size enterprises. Digital Holdings also offers venture investment, information gathering, and digital shift support education services.

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Digital Holdings Inc (2389 JP)

Digital Holdings (2389 JP): SilverCape Revised Terms Faces Twin Challenges

The SilverCape hostile offer faces twin challenges: preventing completion of the Hakuhodo offer and warding off countermeasures. The revised terms...

Arun George

[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint

It appears SilverCape is going to bid higher AND bid for more stock in an effort to offset the Board's (groundless) complaints about coerciveness....

Travis Lundy

Asia-Pac M&A Weekly Wrap: RPMGlobal, Insignia, Webjet, Mayne Pharma, Jinke Smart, Digital Holdings

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

[Japan Activism/M&A] Hakuhodo DY Lowers Digital Holdings (2389 JP) TOB Threshold, Bumps a Tiny 2.2%

Today Hakuhodo DY bumped its deal for Digital HD by a paltry 2.2%, but it lowered the minimum so it gets to just over 50% vs 67%. If all the...

Travis Lundy

Digital Holdings (2389 JP): Hakuhodo Bumps and Lowers the Minimum Tendering Condition

These developments showcase poor corporate governance. The revised Hakudodo offer will severely dent the chances of SilverCape’s offer.

Arun George

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