Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>As discussed <a href="https://www.smartkarma.com/insights/big-m3-2413-partial-tob-as-pasona-sells-control-of-benefit-one-2412-really-interesting-dynamics" target="_blank" rel="noopener">here</a> in a piece about the Partial Tender Offer<a href="https://www.smartkarma.com/insights/big-m3-2413-partial-tob-as-pasona-sells-control-of-benefit-one-2412-really-interesting-dynamics" target="_blank" data-smartkarma-citation="insights:117493" rel="noopener"></a>, Pasona Group (2168) has agreed to sell its controlling stake in Benefit One (2412) to M3 (2413).</li>
<li>That will leave Pasona Group with a fair chunk of cash and possibly a residual stake in Benefit One, depending on the results.</li>
<li>Though we don't know what the future holds, Pasona now is the wrong price for its future. </li>
</ul>


As discussed here in a piece about the Partial Tender Offer, Pasona Group (2168) has agreed to sell its controlling stake in Benefit One (2412) to M3 (2413).
That will leave Pasona Group with a fair chunk of cash and possibly a residual stake in Benefit One, depending on the results.
Though we don't know what the future holds, Pasona now is the wrong price for its future. 


<ul>
<li>Today, <a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a> announced a TOB for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> having agreed a deal with <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> to sell into a buyback.</li>
<li>Pasona will get ¥1,526/share, and having agreed, it <a href="https://www.pasonagroup.co.jp/LinkClick.aspx?fileticket=o93EYocia9U%3d&amp;tabid=100&amp;mid=460" target="_blank" rel="noopener">announced</a> the expected special profit to be booked in the FY to 31 May 2024.</li>
<li>At ¥113.6bn on a consolidated basis (¥122.3bn on parent), less ¥1.165bn of associated costs, that's ¥112.4bn at the lower end. That's ¥2,870/share. Then there's the rest of the business.</li>
</ul>


Today, Dai Ichi Life Insurance (8750 JP) announced a TOB for Benefit One Inc (2412 JP) having agreed a deal with Pasona Group (2168 JP) to sell into a buyback.
Pasona will get ¥1,526/share, and having agreed, it announced the expected special profit to be booked in the FY to 31 May 2024.
At ¥113.6bn on a consolidated basis (¥122.3bn on parent), less ¥1.165bn of associated costs, that's ¥112.4bn at the lower end. That's ¥2,870/share. Then there's the rest of the business.


Pasona (2168) - Less Wrong Than Before But How Wrong Still Depends on Nambu-San

David Blennerhassett

<ul>
<li>Earlier this month, <a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life (8750 JP)</a> countered M3 with an unsolicited ¥1,800/share Offer of Equity Value TOB; followed by a <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One</a> buyback to mop up <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona</a>'s stake.</li>
<li>Dai-Ichi has now amended the TOB Price for minorities in Benefit One to ¥2,123/share, and the tax-equivalent price of ¥1,800/share for Pasona would be ¥1,491 on the Buyback Tender, post-squeezeout.</li>
<li>That price appears a bit higher for Pasona than expected, and therefore a bit lower for Benefit One minorities. Terms can still be bumped.</li>
</ul>


Earlier this month, Dai Ichi Life (8750 JP) countered M3 with an unsolicited ¥1,800/share Offer of Equity Value TOB; followed by a Benefit One buyback to mop up Pasona's stake.
Dai-Ichi has now amended the TOB Price for minorities in Benefit One to ¥2,123/share, and the tax-equivalent price of ¥1,800/share for Pasona would be ¥1,491 on the Buyback Tender, post-squeezeout.
That price appears a bit higher for Pasona than expected, and therefore a bit lower for Benefit One minorities. Terms can still be bumped.


Buy Pasona As Dai-Ichi Life Amends Benefit One's Tender Offer & Buyback Price

<ul>
<li>After <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> announced an intention to buy 51.16%-55.00% of <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> via a partial Tender Offer at ¥1,600, <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> took off. </li>
<li>Now <a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a> has countered with an unsolicited ¥1,800/share Offer  of Equity Value; TOB followed by a Benefit One buyback to mop up Pasona's stake.</li>
<li>The big news is how tax would be applied under Dai Ichi's deal structure, which should see Pasona's net proceeds significantly exceed those under M3's Offer. </li>
</ul>


After M3 Inc (2413 JP) announced an intention to buy 51.16%-55.00% of Benefit One Inc (2412 JP) via a partial Tender Offer at ¥1,600, Pasona Group (2168 JP) took off. 
Now Dai Ichi Life Insurance (8750 JP) has countered with an unsolicited ¥1,800/share Offer  of Equity Value; TOB followed by a Benefit One buyback to mop up Pasona's stake.
The big news is how tax would be applied under Dai Ichi's deal structure, which should see Pasona's net proceeds significantly exceed those under M3's Offer. 


<ul>
<li>
<a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> is massively net cash. And it's ofloading <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a>. Though we don't know what the future holds, Pasona is the wrong price.</li>
<li>
<a href="https://www.smartkarma.com/entities/enn-energy-holdings-ltd" target="_blank" data-smartkarma-citation="entities:316:1" rel="noopener">ENN Energy (2688 HK)</a> controlling shreholder announced it intends to increase it stake. And it's been in the market almost everry day since the interims. </li>
<li>
<a href="https://www.smartkarma.com/entities/zhejiang-expressway-co-h" target="_blank" data-smartkarma-citation="entities:2178:1" rel="noopener">Zhejiang Expressway (576 HK)</a> announced its rights offering. It's at a long-term low price, and about to earn a long-term high net income, and have a long-term high payout ratio</li>
</ul>



Pasona Group (2168 JP) is massively net cash. And it's ofloading Benefit One Inc (2412 JP). Though we don't know what the future holds, Pasona is the wrong price.

ENN Energy (2688 HK) controlling shreholder announced it intends to increase it stake. And it's been in the market almost everry day since the interims. 

Zhejiang Expressway (576 HK) announced its rights offering. It's at a long-term low price, and about to earn a long-term high net income, and have a long-term high payout ratio


Last Week in Event SPACE: Zhejiang, Pasona, ENN Energy, Asahi Group, Azure Minerals

Japan

Pasona Group Inc. manages companies that provide placement and staffing services for clients in the information technology sector.

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Pasona Group (2168 JP)

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David Blennerhassett

Pasona Is Up Bigly. More To Come

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Last Week in Event SPACE: Zhejiang, Pasona, ENN Energy, Asahi Group, Azure Minerals

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

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