Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>A double dose of StubWorld this week as <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> finally takes the hint to sell (if not exit altogether) its holding in <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>.</li>
<li>Preceding my comments on Pasona/Benefit One are the current setup/unwind tables for Asia-Pacific Holdcos.</li>
<li>These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.</li>
</ul>


A double dose of StubWorld this week as Pasona Group (2168 JP) finally takes the hint to sell (if not exit altogether) its holding in Benefit One Inc (2412 JP).
Preceding my comments on Pasona/Benefit One are the current setup/unwind tables for Asia-Pacific Holdcos.
These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.


Travis Lundy

<ul>
<li>Today, the day before the previously extended <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> Partial Tender Offer 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> was due to expire, M3 extended it another 20 days.</li>
<li>
<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> several days ago extended their expected start date by weeks - from mid-January to early February. </li>
<li>The wording in the new <a href="https://corporate.m3.com/assets.ctfassets.net/1pwj74siywcy/4uecKStlttjhRmZYyPSB6C/944bc5119e67c0b1780c24aac8936476/Public_E_20240116.pdf" target="_blank" rel="noopener">document</a> from M3 is curious. It bears examination. As does the strategy positioning and choice of each of the participants. </li>
</ul>


Today, the day before the previously extended M3 Inc (2413 JP) Partial Tender Offer for Benefit One Inc (2412 JP) was due to expire, M3 extended it another 20 days.

Dai Ichi Life Insurance (8750 JP) several days ago extended their expected start date by weeks - from mid-January to early February. 
The wording in the new document from M3 is curious. It bears examination. As does the strategy positioning and choice of each of the participants. 


<ul>
<li>Today post-close, life insurer <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 plans to launch a Tender Offer to buy out all minorities in <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> at ¥1,800/share. </li>
<li>M3's Partial (55%) Tender at ¥1,600/share ending next week is obviously a question. </li>
<li>This is GREAT news for M&amp;A in Japan. It's good for holders of Benefit One and <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> too.</li>
</ul>


Today post-close, life insurer Dai Ichi Life Insurance (8750 JP) announced plans to launch a Tender Offer to buy out all minorities in Benefit One Inc (2412 JP) at ¥1,800/share. 
M3's Partial (55%) Tender at ¥1,600/share ending next week is obviously a question. 
This is GREAT news for M&amp;A in Japan. It's good for holders of Benefit One and Pasona Group (2168 JP) too.


Dai-Ichi Life (8750) Proposes a Full Takeover of Benefit One (2412), Overbidding M3

Keisei Electric Railway Co / Event-Driven

<ul>
<li>Last October, activist Palliser Capital launched a campaign (<a href="https://www.businesswire.com/news/home/20231017540912/en/Palliser-Capital-Responds-to-Media-Article-Regarding-Investment-in-Keisei-Electric-Railway" target="_blank" rel="noopener">presentation</a>) on well-known "stub trade" <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a> with a stake of about 1.6%. </li>
<li>The proposal? Monetise a decent stake in Oriental Land (4661 JP), repurchase shares, and invest for growth. Keisei responded 6-8 weeks ago with a buyback and 1% OLC stake sale.</li>
<li>I thought that was time to bail. That was it. But now, Palliser has re-engaged. Today a press release (<a href="https://www.businesswire.com/news/home/20240423026545/ja/" target="_blank" rel="noopener">Japanese</a>/<a href="https://www.businesswire.com/news/home/20240423405941/en/Palliser-Capital-Proposes-Advisory-Resolution-to-Give-Shareholders-a-Voice-at-Keisei%E2%80%99s-Forthcoming-AGM" target="_blank" rel="noopener">English</a>) and a <a href="https://mms.businesswire.com/media/20240423405941/en/2107923/1/53951785_PALLISER_CAPITAL_20240424_Letter_to_Keisei_English_2.pdf?download=1" target="_blank" rel="noopener">Letter to the Board</a>.</li>
</ul>


Last October, activist Palliser Capital launched a campaign (presentation) on well-known "stub trade" Keisei Electric Railway Co (9009 JP) with a stake of about 1.6%. 
The proposal? Monetise a decent stake in Oriental Land (4661 JP), repurchase shares, and invest for growth. Keisei responded 6-8 weeks ago with a buyback and 1% OLC stake sale.
I thought that was time to bail. That was it. But now, Palliser has re-engaged. Today a press release (Japanese/English) and a Letter to the Board.


Activist Palliser Re-Engages on Keisei Electric (9009) But The Oppty Remains Unconvincing

<ul>
<li>For the month of March 2024, 8 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$4bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in March was ~55%. The average premium YTD is ~39%.</li>
<li>This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of March 2024, 8 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$4bn.
The average premium for the new transactions announced (or first discussed) in March was ~55%. The average premium YTD is ~39%.
This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Mar 2024: Chilled & Frozen, TDCX, MMA Offshore, JSR, Roland DG, SciClone

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)

StubWorld: Pasona's Expanding Cash Pile

What does Pasona do with the extra cash from the sale? Even without a special dividend, and the question mark over where the proceeds would be...

David Blennerhassett

Benefit One (2412): The Plot Thickens

Dai-Ichi Life extended its "expected Tender launch" by a couple of weeks about 5 days ago. That went past M3's TOB end. BenefitOne asked them to...

Travis Lundy

Dai-Ichi Life (8750) Proposes a Full Takeover of Benefit One (2412), Overbidding M3

Dai Ichi Life launches a last-minute overbid for all of Benefit One (2412), gazumping the M3 deal. This puts Benefit One's Board in a quandary. But...

Travis Lundy

Activist Palliser Re-Engages on Keisei Electric (9009) But The Oppty Remains Unconvincing

Palliser has re-engaged with a Demand with vague hints of active measures if not mollified. I think Keisei will reject but will make a policy. My...

Travis Lundy

(Mostly) Asia M&A, Mar 2024: Chilled & Frozen, TDCX, MMA Offshore, JSR, Roland DG, SciClone

For the month of March, 8 new deals were discussed on Smartkarma with an overall deal size of ~US$4bn. The average premium for the new deals...

David Blennerhassett

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