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.

Event-Driven

<ul>
<li>On 12 September, <a href="https://www.47news.jp/13147153.html" target="_blank" rel="noopener">Kyodo News</a> reported that Effissimo Capital Management will launch a competing tender offer for <a href="https://www.smartkarma.com/entities/soft99-corp" target="_blank" data-smartkarma-citation="entities:18486:1" rel="noopener">Soft99 Corp (4464 JP)</a> at JPY4,100, 66.3% higher than the JPY2,465 MBO offer.</li>
<li>The Effissimo offer structure has been designed to shine an unflattering spotlight on the MBO low-ball offer and to prevent management from privatising Soft99.  </li>
<li>The management has several options to respond. The initial play will likely be to lean on the special committee to question the feasibility of the Effissimo bid. </li>
</ul>


On 12 September, Kyodo News reported that Effissimo Capital Management will launch a competing tender offer for Soft99 Corp (4464 JP) at JPY4,100, 66.3% higher than the JPY2,465 MBO offer.
The Effissimo offer structure has been designed to shine an unflattering spotlight on the MBO low-ball offer and to prevent management from privatising Soft99.  
The management has several options to respond. The initial play will likely be to lean on the special committee to question the feasibility of the Effissimo bid. 


Soft99 Corp (4464 JP): Shock and Awe as Effissimo Emerges with a Competing Offer

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>
<a href="https://www.smartkarma.com/entities/soft99-corp" target="_blank" data-smartkarma-citation="entities:18486:1" rel="noopener">Soft99 Corp (4464 JP)</a> is the owner/operator of a set of ubiquitous brands in aftermarket autocare. Anything to do with washing, cleaning, etc. </li>
<li>The company was founded 70 years ago, and the CEO is 54yrs old. Smells like succession planning. </li>
<li>This deal is a nice premium, but it is too light. The operating assets with consistent growth and 20% OPMs are being sold at &lt;0.9x book. That's bad.</li>
</ul>



Soft99 Corp (4464 JP) is the owner/operator of a set of ubiquitous brands in aftermarket autocare. Anything to do with washing, cleaning, etc. 
The company was founded 70 years ago, and the CEO is 54yrs old. Smells like succession planning. 
This deal is a nice premium, but it is too light. The operating assets with consistent growth and 20% OPMs are being sold at &lt;0.9x book. That's bad.


[Japan M&A] 99Soft MBO at 52% Premium Is Too Light But A Bump May Be Tough

<ul>
<li>
<a target="_blank">Soft99 Corp (4464 JP)</a> has recommended an MBO from Mr. Hideaki Tanaka (CEO) at JPY2,465, a 52.2% premium to the last close.</li>
<li>While the offer represents an all-time high, it is light as it implies a P/B of 0.93x and is below the mid-point of the IFA DCF valuation range. </li>
<li>Barring the emergence of an activist, a benign shareholder register and the irrevocables suggest that this is a done deal.</li>
</ul>



Soft99 Corp (4464 JP) has recommended an MBO from Mr. Hideaki Tanaka (CEO) at JPY2,465, a 52.2% premium to the last close.
While the offer represents an all-time high, it is light as it implies a P/B of 0.93x and is below the mid-point of the IFA DCF valuation range. 
Barring the emergence of an activist, a benign shareholder register and the irrevocables suggest that this is a done deal.


Soft99 Corp (4464 JP): The MBO Is Light but Likely Done

David Blennerhassett

<ul>
<li>For November 2025, eight new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$10bn.</li>
<li><strong>The average premium for the new transactions announced (or first discussed) in November was ~31%, with a year-to-date average of ~48%.</strong></li>
<li>The average premiums for transactions in 2024 (129 transactions), 2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.</li>
</ul>


For November 2025, eight new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$10bn.
The average premium for the new transactions announced (or first discussed) in November was ~31%, with a year-to-date average of ~48%.
The average premiums for transactions in 2024 (129 transactions), 2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.


(Mostly) Asia M&A, Nov 2025 Wrap: Qube, Forum Engineering, National Storage REIT, Star Micronics

<ul>
<li>
<a href="https://www.smartkarma.com/entities/digital-holdings-inc" target="_blank" data-smartkarma-citation="entities:1697:1" rel="noopener">Digital Holdings Inc (2389 JP)</a> jumped today after spending a week or more at levels just above the revised Tender Price of <a href="https://www.smartkarma.com/entities/hakuhodo-dy-holdings-inc" target="_blank" data-smartkarma-citation="entities:8736:1" rel="noopener">Hakuhodo Dy Holdings (2433 JP)</a>. </li>
<li>SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed <a href="https://www.smartkarma.com/insights/japan-activism-m-a-hakuhodo-dy-lowers-digital-holdings-2389-jp-tob-threshold-bumps-a-tiny-2-2" target="_blank" rel="noopener">here</a>).</li>
<li>Hakuhodo bid slightly more, and lowered its minimum, thereby <em>nearly</em> ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...</li>
</ul>



Digital Holdings Inc (2389 JP) jumped today after spending a week or more at levels just above the revised Tender Price of Hakuhodo Dy Holdings (2433 JP). 
SilverCape had promised to bid ¥2,380 against Hakuhodo's ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed here).
Hakuhodo bid slightly more, and lowered its minimum, thereby nearly ensuring their success. HOWEVER.... SilverCape's CIO interviewed yesterday promised a higher price. The stock popped today. But...


[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint

Japan

SOFT99 Corporation develops, manufactures, and markets automobile care products. The Company's products include car wash and wax products, chemical products for car maintenance and scratch repair, and house care products.

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Soft99 Corp (4464 JP)