Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/payroll-inc" target="_blank" data-smartkarma-citation="entities:33434:1" rel="noopener">Payroll (4489 JP)</a> today announced that it would go private in a deal led by US PE Firm TA Associates (Japan office led by a former Carlyle person it appears).</li>
<li>Payroll IPOed in June 2021 at ¥1,380. Then it fell. Now this takeout is at ¥1,380/share. Not a great look but not egregiously unfair by the looks of it. </li>
<li>This deal is going to get done easily as agreed participants and probable-friendlies get them past the minimum without retail or foreign holders participating.</li>
</ul>



Payroll (4489 JP) today announced that it would go private in a deal led by US PE Firm TA Associates (Japan office led by a former Carlyle person it appears).
Payroll IPOed in June 2021 at ¥1,380. Then it fell. Now this takeout is at ¥1,380/share. Not a great look but not egregiously unfair by the looks of it. 
This deal is going to get done easily as agreed participants and probable-friendlies get them past the minimum without retail or foreign holders participating.


Payroll (4489 JP) MBO (¥1,380/Share) By New Japan PE Deal Entrant TA Associates

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/payroll-inc" target="_blank" data-smartkarma-citation="entities:33434:1" rel="noopener">Payroll (4489 JP)</a> has recommended TA Associates' sponsored MBO tender offer of JPY1,380 per share, a 42.4% premium to the undisturbed (23 January). </li>
<li>The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 61.28% ownership ratio. </li>
<li>Based on the irrevocables, the minimum acceptance condition requires a 30.5% minority acceptance rate, which is achievable as the offer is marginally short of the all-time high. </li>
</ul>



Payroll (4489 JP) has recommended TA Associates' sponsored MBO tender offer of JPY1,380 per share, a 42.4% premium to the undisturbed (23 January). 
The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 61.28% ownership ratio. 
Based on the irrevocables, the minimum acceptance condition requires a 30.5% minority acceptance rate, which is achievable as the offer is marginally short of the all-time high. 


Payroll (4489 JP): TA Associates’ Tender Offer at the IPO Price (JPY1,380)

David Blennerhassett

<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

<ul>
<li>Even if you were an activist, or a trader with an activism tilt, be long <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> vs. <a href="https://www.smartkarma.com/entities/oriental-land-co-ltd" target="_blank" data-smartkarma-citation="entities:13517:1" rel="noopener">Oriental Land (4661 JP)</a>.</li>
<li>Reportedly, <a href="https://www.smartkarma.com/entities/singapore-telecommunications" target="_blank" data-smartkarma-citation="entities:20:1" rel="noopener">Singtel (ST SP)</a> is negotiating a sale of Optus. Both Singtel and Optus scotch those rumours. </li>
<li>
<a href="https://www.smartkarma.com/entities/alumina-ltd" target="_blank" data-smartkarma-citation="entities:939:1" rel="noopener">Alumina Ltd (AWC AU)</a> and <a href="https://www.smartkarma.com/entities/alcoa-corp" target="_blank" data-smartkarma-citation="entities:6510:1" rel="noopener">Alcoa (AA US)</a> enter into a Scheme. As expected. The key question: is CITIC, with 18.9% of shares out, supportive?</li>
</ul>


Even if you were an activist, or a trader with an activism tilt, be long Keisei Electric Railway Co (9009 JP) vs. Oriental Land (4661 JP).
Reportedly, Singtel (ST SP) is negotiating a sale of Optus. Both Singtel and Optus scotch those rumours. 

Alumina Ltd (AWC AU) and Alcoa (AA US) enter into a Scheme. As expected. The key question: is CITIC, with 18.9% of shares out, supportive?


Last Week in Event SPACE: Keisei Electric /Oriental Land, SingTel, Alumina/Alcoa, Li Ning

<ul>
<li>I tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>Two new deals were discussed this week on Smartkarma: <a href="https://www.smartkarma.com/entities/wam-leaders-ltd" target="_blank" data-smartkarma-citation="entities:24274:1" rel="noopener">WAM Leaders (WLE AU)</a> scrip-deal for <a href="https://www.smartkarma.com/entities/qv-equities-ltd" target="_blank" data-smartkarma-citation="entities:24284:1" rel="noopener">QV Equities (QVE AU)</a>; and <a href="https://www.smartkarma.com/entities/task-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:32991:1" rel="noopener">TASK Group (TSK AU)</a>'s Scheme with <a href="https://www.smartkarma.com/entities/par-technology-corp" target="_blank" data-smartkarma-citation="entities:37125:1" rel="noopener">PAR Technology (PAR US)</a>. </li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/qantm-intellectual-property" target="_blank" data-smartkarma-citation="entities:24317:1" rel="noopener">Qantm Intellectual Property (QIP AU)</a>, <a href="https://www.smartkarma.com/entities/superloop-ltd" target="_blank" data-smartkarma-citation="entities:23604:1" rel="noopener">Superloop (SLC AU)</a>, <a href="https://www.smartkarma.com/entities/cimc-vehicles-group-co-ltd" target="_blank" data-smartkarma-citation="entities:28012:1" rel="noopener">CIMC Vehicle (1839 HK)</a>, <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a>, <a href="https://www.smartkarma.com/entities/roland-dg-corp" target="_blank" data-smartkarma-citation="entities:10653:1" rel="noopener">Roland DG Corp (6789 JP)</a>, and <a href="https://www.smartkarma.com/entities/outsourcing-inc" target="_blank" data-smartkarma-citation="entities:7431:1" rel="noopener">Outsourcing (2427 JP)</a>.</li>
</ul>


I tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Two new deals were discussed this week on Smartkarma: WAM Leaders (WLE AU) scrip-deal for QV Equities (QVE AU); and TASK Group (TSK AU)'s Scheme with PAR Technology (PAR US). 
Key updates took place on: Qantm Intellectual Property (QIP AU), Superloop (SLC AU), CIMC Vehicle (1839 HK), JSR Corp (4185 JP), Roland DG Corp (6789 JP), and Outsourcing (2427 JP).


(Mostly) Asia-Pac M&A:QV Equities, TASK, Qantm, Superloop, CIMC Vehicle, JSR, Roland DG, Outsourcing

Japan

Payroll Inc. offers computer retaled services. The Company provides computer processing, data preparation, salary calculation, and other services. Payroll provides its services throughout Japan.

Payroll (4489 JP)

Payroll (4489 JP): TA Associates’ Tender Offer at the IPO Price (JPY1,380)

I-Net (5.43% ownership ratio) has provided an irrevocable, splitting its shareholding to tender (1.52%) and NOT tender but vote in favour of share...

Arun George

(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

Last Week in Event SPACE: Keisei Electric /Oriental Land, SingTel, Alumina/Alcoa, Li Ning

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

(Mostly) Asia-Pac M&A:QV Equities, TASK, Qantm, Superloop, CIMC Vehicle, JSR, Roland DG, Outsourcing

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

Payroll (4489 JP) MBO (¥1,380/Share) By New Japan PE Deal Entrant TA Associates

5.45% holder of MBO Target Payroll (4489) has signed an agreement to sell some shares and roll other shares into the BidCo. This is framed as a way...

Travis Lundy

Payroll (4489 JP): TA Associates’ Tender Offer at the IPO Price (JPY1,380)

I-Net (5.43% ownership ratio) has provided an irrevocable, splitting its shareholding to tender (1.52%) and NOT tender but vote in favour of share...

Arun George

(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

Last Week in Event SPACE: Keisei Electric /Oriental Land, SingTel, Alumina/Alcoa, Li Ning

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

(Mostly) Asia-Pac M&A:QV Equities, TASK, Qantm, Superloop, CIMC Vehicle, JSR, Roland DG, Outsourcing

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