Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Late on the 17th, <a href="https://www.smartkarma.com/entities/proto-corp" target="_blank" data-smartkarma-citation="entities:2511:1" rel="noopener">Proto Corp (4298 JP)</a> released a filing to the TSE saying activist-ish investor and objector to the current MBO, Kaname Capital, had filed an injunction.</li>
<li>The injunction suit against two directors says procedures were unfair and the decision violated the duty of due care. They ask the Court to rule the directors halt support and...</li>
<li>...that the MBO actor YOKOYAMA Hiroichi not terminate the offer on 21 March 2025. Injunction filings against directors for Tender Offers are rare for a reason.</li>
</ul>


Late on the 17th, Proto Corp (4298 JP) released a filing to the TSE saying activist-ish investor and objector to the current MBO, Kaname Capital, had filed an injunction.
The injunction suit against two directors says procedures were unfair and the decision violated the duty of due care. They ask the Court to rule the directors halt support and...
...that the MBO actor YOKOYAMA Hiroichi not terminate the offer on 21 March 2025. Injunction filings against directors for Tender Offers are rare for a reason.


[Activism Japan] Proto Corp (4298 JP) - Kaname Capital Files an Injunction? Bold Strategy, Cotton...

<ul>
<li>The MBO for <a href="https://www.smartkarma.com/entities/proto-corp" target="_blank" data-smartkarma-citation="entities:2511:1" rel="noopener">Proto Corp (4298 JP)</a> where the founder/chair is buying out from minorities is being done at the wrong price. His reasons are good, but not for minorities.</li>
<li>One large foreign shareholder - the second largest shareholder of the firm - has offered substantial pushback in the form of a letter asking for discussions. That went nowhere.</li>
<li>So now they have come out harder. The solution here is a really big bump or a broken deal <em>if investors keep the share price above the TOB price.</em>
</li>
</ul>


The MBO for Proto Corp (4298 JP) where the founder/chair is buying out from minorities is being done at the wrong price. His reasons are good, but not for minorities.
One large foreign shareholder - the second largest shareholder of the firm - has offered substantial pushback in the form of a letter asking for discussions. That went nowhere.
So now they have come out harder. The solution here is a really big bump or a broken deal if investors keep the share price above the TOB price.



Proto Corp (4298 JP) - Activists Getting More Activish, Watch for Position Changes?

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>Kaname Capital, the second-largest shareholder of <a href="https://www.smartkarma.com/entities/proto-corp" target="_blank" data-smartkarma-citation="entities:2511:1" rel="noopener">Proto Corp (4298 JP)</a>, has issued an <a href="https://www.businesswire.com/news/home/20250218252175/en/Kaname-Capital-Sends-an-Open-Letter-of-Inquiry-Regarding-Opportunistic-MBO-by-Founder-of-Proto-Corporation1" target="_blank" rel="noopener">open letter</a> stating that the JPY2,100 MBO tender offer is a bad conclusion at the wrong price.</li>
<li>Some assertions are valid, while others do not stand up to scrutiny. Kaname claims that Proto is worth JPY3,778, which will make it hard to reach a compromise. </li>
<li>Maintaining terms is increasingly not viable. The Chairman is likely to respond by lowering the minimum acceptance condition and/or bumping to secure the support of minorities (excluding Kaname).</li>
</ul>


Kaname Capital, the second-largest shareholder of Proto Corp (4298 JP), has issued an open letter stating that the JPY2,100 MBO tender offer is a bad conclusion at the wrong price.
Some assertions are valid, while others do not stand up to scrutiny. Kaname claims that Proto is worth JPY3,778, which will make it hard to reach a compromise. 
Maintaining terms is increasingly not viable. The Chairman is likely to respond by lowering the minimum acceptance condition and/or bumping to secure the support of minorities (excluding Kaname).


Proto Corp (4298 JP): Kaname Capital Throws a Spanner in the Works

<ul>
<li>When the deal was announced, I wrote that the MBO for <a href="https://www.smartkarma.com/entities/proto-corp" target="_blank" data-smartkarma-citation="entities:2511:1" rel="noopener">Proto Corp (4298 JP)</a> was opportunistic and was possibly "vulnerable" to activist attentions (original insight <a href="https://www.smartkarma.com/insights/proto-corp-4298-mbo-after-restatement-scandal-is-opportunistic-at-2-100-64" target="_blank" rel="noopener">here</a>).</li>
<li>On the 17th, one large active holder Ancient Arts LP filed an amendment to their Large Shareholder Filing showing a change in Reason for Investment. </li>
<li>On the 18th of Feb, top independent shareholder Kaname Capital reported an increase in stake and sent Open Letters which appear only now to be circulating. It's worth a look.</li>
</ul>


When the deal was announced, I wrote that the MBO for Proto Corp (4298 JP) was opportunistic and was possibly "vulnerable" to activist attentions (original insight here).
On the 17th, one large active holder Ancient Arts LP filed an amendment to their Large Shareholder Filing showing a change in Reason for Investment. 
On the 18th of Feb, top independent shareholder Kaname Capital reported an increase in stake and sent Open Letters which appear only now to be circulating. It's worth a look.


Proto Corp (4298) - Large Active Holders Going Activish-Y

<ul>
<li>
<a href="https://www.smartkarma.com/entities/proto-corp" target="_blank" data-smartkarma-citation="entities:2511:1" rel="noopener">Proto Corp (4298 JP)</a> is not the name on people's lips, but everyone who knows cars in Japan knows this company. They have run car mags for decades.</li>
<li>Now they do other things too but car magazines, websites, and associated data provision are worth 90% of OP. And they are ubiquitous, and growth has been good. </li>
<li>Management forecasts for growth are a damp squib. This is opportunistic. </li>
</ul>



Proto Corp (4298 JP) is not the name on people's lips, but everyone who knows cars in Japan knows this company. They have run car mags for decades.
Now they do other things too but car magazines, websites, and associated data provision are worth 90% of OP. And they are ubiquitous, and growth has been good. 
Management forecasts for growth are a damp squib. This is opportunistic. 


Proto Corp (4298) - MBO After Restatement Scandal Is Opportunistic at ¥2,100 (+64%)

Japan

PROTO CORPORATION provides information about new and pre-owned cars, motorcycles, and parts through magazines and the Internet.  The Company also provides information such as restaurants, golf courses, and ski resorts.  Proto Corp's Web site allows its users to research automobile pricing and insurance.

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Proto Corp (4298 JP)

[Activism Japan] Proto Corp (4298 JP) - Kaname Capital Files an Injunction? Bold Strategy, Cotton...

Kaname Capital has filed a petition for injunction tot he Nagoya Court, asking the court to oblige the Proto Board to withdraw its opinion and...

Travis Lundy