Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Shidax had a Good Governance Moment last year. The stock is up 40-odd% since last year's GGM, but now the Board, so good last year, has tripped up. </li>
<li>The family and main shareholder - part of last year's GGM - have decided to bully the Board into accepting an MBO at the wrong price. </li>
<li>Management lowers forecasts without telling anyone. Bidders say "Synergies LaLaLa!" Board says "Ohh la la!" Nobody counts the synergies. Bidder buys at low multiple of newly lowered forecasts. Minorities Lose. </li>
</ul>


Shidax had a Good Governance Moment last year. The stock is up 40-odd% since last year's GGM, but now the Board, so good last year, has tripped up. 
The family and main shareholder - part of last year's GGM - have decided to bully the Board into accepting an MBO at the wrong price. 
Management lowers forecasts without telling anyone. Bidders say "Synergies LaLaLa!" Board says "Ohh la la!" Nobody counts the synergies. Bidder buys at low multiple of newly lowered forecasts. Minorities Lose. 


Shidax (4837) - Mgmt Lowers F'casts So Family Can MBO Minorities Cheap. Offensive Governance.

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/shidax-corp" target="_blank" data-smartkarma-citation="entities:7754:1" rel="noopener">Shidax Corp (4837 JP)</a> has recommended an MBO tender offer of JPY800 per share, a 10.3% premium to the undisturbed price (9 November).</li>
<li>After the settlement of the tender offer, <a href="https://www.smartkarma.com/entities/oisix-ra-daichi-inc" target="_blank" data-smartkarma-citation="entities:10145:1" rel="noopener">Oisix ra daichi (3182 JP)</a> will acquire a 66.0% stake in the offeror by way of third-party allotment at the tender offer price.</li>
<li>Despite the skinny premium, the offer is just shy of the ten-year share price high. The minimum acceptance condition requires a 12.5% minority acceptance rate.</li>
</ul>



Shidax Corp (4837 JP) has recommended an MBO tender offer of JPY800 per share, a 10.3% premium to the undisturbed price (9 November).
After the settlement of the tender offer, Oisix ra daichi (3182 JP) will acquire a 66.0% stake in the offeror by way of third-party allotment at the tender offer price.
Despite the skinny premium, the offer is just shy of the ten-year share price high. The minimum acceptance condition requires a 12.5% minority acceptance rate.


Shidax Corporation (4837 JP): MBO Tender Offer at JPY800

<ul>
<li>13mos ago I wrote about <a href="https://www.smartkarma.com/entities/shidax-corp" target="_blank" data-smartkarma-citation="entities:7754:1" rel="noopener">Shidax Corp (4837 JP)</a> which an interesting restructuring past and a refreshing governance outlook going forward in <a href="https://www.smartkarma.com/insights/shidax-outlook-may-change-better-governance-matters" target="_blank" data-smartkarma-citation="insights:81697" rel="noopener">Shidax Outlook May Change - Better Governance Matters</a>. </li>
<li>The stock was up 25% in that period to yesterday. Today, a Nikkei article mid-day suggests the Shida family will launch an MBO. Stock popped. Earnings out after the close.</li>
<li>The article suggests a take-private MBO with <a href="https://www.smartkarma.com/entities/oisix-ra-daichi-inc" target="_blank" data-smartkarma-citation="entities:10145:1" rel="noopener">Oisix ra daichi (3182 JP)</a> again supporting the deal. 30 minutes ago Shidax responded saying an offer was put forth at ¥800/share.</li>
</ul>


13mos ago I wrote about Shidax Corp (4837 JP) which an interesting restructuring past and a refreshing governance outlook going forward in Shidax Outlook May Change - Better Governance Matters. 
The stock was up 25% in that period to yesterday. Today, a Nikkei article mid-day suggests the Shida family will launch an MBO. Stock popped. Earnings out after the close.
The article suggests a take-private MBO with Oisix ra daichi (3182 JP) again supporting the deal. 30 minutes ago Shidax responded saying an offer was put forth at ¥800/share.


Shidax (4837) - Nikkei Scoops MBO (Anncmt Post-Close), Family Wants to Buy at ¥800 Which Is Too Low

<ul>
<li>
<a href="https://www.smartkarma.com/entities/t-k-toka-co-ltd" target="_blank" data-smartkarma-citation="entities:18678:1" rel="noopener">T&amp;K Toka Co Ltd (4636 JP)</a> notes that Bain expects to satisfy the pre-condition and launch the JPY1,400 tender offer by mid-January. </li>
<li>The shares have, on average, traded 1.9% above the offer due to Dalton’s stakebuilding. Bain has three options – unchanged terms, allowing Dalton to roll over its shares, or bumping. </li>
<li>Bain is likely to bump as satisfying the minimum acceptance condition is challenging. A revised offer price of around JPY1,500 is possible.  </li>
</ul>



T&amp;K Toka Co Ltd (4636 JP) notes that Bain expects to satisfy the pre-condition and launch the JPY1,400 tender offer by mid-January. 
The shares have, on average, traded 1.9% above the offer due to Dalton’s stakebuilding. Bain has three options – unchanged terms, allowing Dalton to roll over its shares, or bumping. 
Bain is likely to bump as satisfying the minimum acceptance condition is challenging. A revised offer price of around JPY1,500 is possible.  


T&K Toka (4636 JP): Decisions, Decisions as Tender Start Targeted for Mid-January

Taisho Pharmaceutical Holdin / Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/taisho-pharmaceutical-holdin" target="_blank" data-smartkarma-citation="entities:3774:1" rel="noopener">Taisho Pharmaceutical Holdin (4581 JP)</a>’s MBO JPY8,620 offer closes on 15 January. Since announcing the offer, the shares have traded above terms for 21 out of the 30 trading days.</li>
<li>Japan Catalyst has called the offer's P/B of 0.85x too low. While shares trading above terms does not guarantee that the tender fails, it does increase the risk of failure.</li>
<li>The offeror has no compelling reason to bump as other activists have not publicly supported Japan Catalyst, the high 55.5% premium to undisturbed price and an achievable minority acceptance rate. </li>
</ul>



Taisho Pharmaceutical Holdin (4581 JP)’s MBO JPY8,620 offer closes on 15 January. Since announcing the offer, the shares have traded above terms for 21 out of the 30 trading days.
Japan Catalyst has called the offer's P/B of 0.85x too low. While shares trading above terms does not guarantee that the tender fails, it does increase the risk of failure.
The offeror has no compelling reason to bump as other activists have not publicly supported Japan Catalyst, the high 55.5% premium to undisturbed price and an achievable minority acceptance rate. 


Taisho Pharmaceutical (4581 JP): Calm as Offer Heads for the 15 January Close

Japan

SHiDAX CORPORATION, through its subsidiaries, provides food catering services and operates restaurants.  The Company's subsidiaries provide their services to companies, hospitals, and schools.

Shidax Corp (4837 JP)

Shidax (4837) - Mgmt Lowers F'casts So Family Can MBO Minorities Cheap. Offensive Governance.

Yet another governance disaster where synergies are the reason to do a deal to raise corporate value, but they are not counted in the Takeover...

Travis Lundy

Shidax Corporation (4837 JP): MBO Tender Offer at JPY800

Despite the skinny premium, the offer is just shy of the ten-year share price high. The minimum acceptance condition requires a 12.5% minority...

Arun George

Shidax (4837) - Nikkei Scoops MBO (Anncmt Post-Close), Family Wants to Buy at ¥800 Which Is Too Low

The Nikkei wrote mid-day that the Shida family had proposed an MBO on Shidax with Oisix support. Shidax confirmed ¥800/share, deliberations today....

Travis Lundy

T&K Toka (4636 JP): Decisions, Decisions as Tender Start Targeted for Mid-January

The pre-condition has been satisfied. However, Bain has delayed the tender launch to the end of January as it has not yet completed the procedures...

Arun George

Taisho Pharmaceutical (4581 JP): Calm as Offer Heads for the 15 January Close

The offeror has no compelling reason to bump as other activists have not publicly supported Japan Catalyst, the high 55.5% premium to undisturbed...

Arun George