Equity Analyst, Event-driven, Quiddity Advisors

Janaghan Jeyakumar, CFA

Equity Analyst, Event-driven

Quiddity Advisors

Pan-Asia Catalysts/Events

Event-Driven

On 14th August 2020, <a href="https://www.antcapital.jp/en/news-all/" target="_blank" rel="noopener">Ant Capital Partners Co., Ltd.</a> made an offer to acquire a 49.77% stake in <a href="https://www.smartkarma.com/entities/softbrain-co-ltd" target="_blank" data-smartkarma-citation="entities:17465:1" rel="noopener">Softbrain (4779 JP)</a> for a total cash consideration of JPY12.75bn (~US$120mn). Softbrain is a company which has been around for almost 30 years and listed for almost 20. The main business now is CRM solutions and salesforce automation for corporate customers in Japan. They also run a kind of "mechanical turk" survey response business with 60,000 homemakers as their network.The Tender Offer Price will be ¥871 per share and the Offer will be open from 29th September 2020 to 10th November 2020. The Tender Offer is subject to a minimum acceptance condition of 16.44%. Together with the 50.23% currently held by top shareholder SCALA Inc. (formerly known as <a href="https://www.smartkarma.com/entities/fusion-partners-co" target="_blank" data-smartkarma-citation="entities:18563:1" rel="noopener">Fusion Partners Co (4845 JP)</a>), the Acquirer will obtain two-thirds control if the minimum acceptance condition is satisfied.Following the successful completion of the transaction, the Acquirer intends to squeeze out the minority shareholders who did not tender their shares. The 50.2% held by Scala now will be acquired by Softbrain in a stock buyback priced at ¥714 per share.As always, there is more below the fold.

On 14th August 2020, Ant Capital Partners Co., Ltd. made an offer to acquire a 49.77% stake in Softbrain (4779 JP) for a total cash consideration of JPY12.75bn (~US$120mn). Softbrain is a company which has been around for almost 30 years and listed for almost 20. The main business now is CRM solutions and salesforce automation for corporate customers in Japan. They also run a kind of "mechanical turk" survey response business with 60,000 homemakers as their network.The Tender Offer Price will be ¥871 per share and the Offer will be open from 29th September 2020 to 10th November 2020. The Tender Offer is subject to a minimum acceptance condition of 16.44%. Together with the 50.23% currently held by top shareholder SCALA Inc. (formerly known as Fusion Partners Co (4845 JP)), the Acquirer will obtain two-thirds control if the minimum acceptance condition is satisfied.Following the successful completion of the transaction, the Acquirer intends to squeeze out the minority shareholders who did not tender their shares. The 50.2% held by Scala now will be acquired by Softbrain in a stock buyback priced at ¥714 per share.As always, there is more below the fold. 

Softbrain (4779 JP): Tender Offer Could Be a Done Deal

Japan

SOFTBRAIN Co., Ltd. develops and sells packaged software to improve individual business processes.  The Company's main products include sales support systems such as e-Sales Manager.  Softbrain provides consulting, training, and support services for installed solution systems.  The Company also offers business process outsourcing services.

Softbrain (4779 JP): Tender Offer Could Be a Done Deal

On 14th August 2020, Ant Capital Partners Co., Ltd. made an offer to acquire a 49.77% stake in Softbrain (4779 JP) for a total cash consideration...

Janaghan Jeyakumar, CFA