Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Bain is getting the major execs to tender, and rolling <a href="https://www.smartkarma.com/entities/sojitz-corp" target="_blank" data-smartkarma-citation="entities:14437:1" rel="noopener">Sojitz Corp (2768 JP)</a>'s 23% into the post-Tender EGM vote. That gets them to 57+%. No majority of minority here. </li>
<li>But the equity check appears to be about 0.06x revenue, 4-5x PER, and takeover price EV at 4+ish years of forecast EBITDA. It's a good rollup for its ads business.</li>
<li>Too cheap, but not much you can do about it. Foreigners and financial holders own less than 0.5% of shares out. </li>
</ul>


Bain is getting the major execs to tender, and rolling Sojitz Corp (2768 JP)'s 23% into the post-Tender EGM vote. That gets them to 57+%. No majority of minority here. 
But the equity check appears to be about 0.06x revenue, 4-5x PER, and takeover price EV at 4+ish years of forecast EBITDA. It's a good rollup for its ads business.
Too cheap, but not much you can do about it. Foreigners and financial holders own less than 0.5% of shares out. 


Tri-Stage (2178 JP) MBO by Bain - Another Lowball Takeover Likely To Get Done

<ul>
<li>Sojitz and JAL have announced the start of their tender offer for <a href="https://www.smartkarma.com/entities/jalux-inc" target="_blank" data-smartkarma-citation="entities:4339:1" rel="noopener">Jalux Inc (2729 JP)</a>. There was no surprise in November. And no change in the interim.</li>
<li>While not outrageously generous, it is not particularly egregious to minority shareholders and the shareholder structure suggests it gets done easily. </li>
<li>The lack of Japan FTC approval prior to launch is a little odd, but there should be minimal risk, and practically speaking, zero incremental risk vs waiting to start.</li>
</ul>


Sojitz and JAL have announced the start of their tender offer for Jalux Inc (2729 JP). There was no surprise in November. And no change in the interim.
While not outrageously generous, it is not particularly egregious to minority shareholders and the shareholder structure suggests it gets done easily. 
The lack of Japan FTC approval prior to launch is a little odd, but there should be minimal risk, and practically speaking, zero incremental risk vs waiting to start.


JALUX (2729 JP) Tender Offer Commences - Open & Shut Case With Weirdness

<ul>
<li>Itochu today announced a buyback program to buy US$500mm+ in the next 10 weeks. </li>
<li>Net income growth, a rising dividend, and balanced risk book help it perform with low beta and medium correlation to peers. </li>
<li>The low volatility-relative multiple is supportive, and the buyback helps, but style bias vs Peers matters more. </li>
</ul>


Itochu today announced a buyback program to buy US$500mm+ in the next 10 weeks. 
Net income growth, a rising dividend, and balanced risk book help it perform with low beta and medium correlation to peers. 
The low volatility-relative multiple is supportive, and the buyback helps, but style bias vs Peers matters more. 


Short-Term Itochu Buyback - A Cushion, But Style Bias Matters More

Today after the close, <a href="https://www.smartkarma.com/entities/sojitz-corp" target="_blank" data-smartkarma-citation="entities:14437:1" rel="noopener">Sojitz Corp (2768 JP)</a> and <a href="https://www.smartkarma.com/entities/japan-airlines-co-ltd" target="_blank" data-smartkarma-citation="entities:1184:1" rel="noopener">Japan Airlines (9201 JP)</a> together announced they had created an entity to buy out minorities in <a href="https://www.smartkarma.com/entities/jalux-inc" target="_blank" data-smartkarma-citation="entities:4339:1" rel="noopener">Jalux Inc (2729 JP)</a>, which operates in the aircraft and airport ground equipment servicing businesses, and airline servicing businesses such as onboard mail order sales and merchandising, and the F&amp;B business related to servicing airlines. Sojitz already owns 22.22% and JAL owns 21.56%, and Japan Airport Terminal owns 8.08%. Minorities own 48.14%. The goal is to take the company private, buying at least 1.8741mm shares from the minorities to get to two-thirds plus a share.Given that everyone has basically always known this was going to happen, the minimum for success is less than one-third of the minority, the airline industry is doing badly, and the price is a 50% premium to last (and given the impact of covid-19 it does not seem patently offensive), I expect this gets done easily. A 50% premium is pretty juicy.<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/239/249/original/Screenshot+2021-11-02+at+6.11.40+PM.png?1635847923" class="editor-image img-responsive" data-smartkarma-image-id="239249"></figure></section>But a deal is a deal and there are deal details to scrutinise so we do so below.

Today after the close, Sojitz Corp (2768 JP) and Japan Airlines (9201 JP) together announced they had created an entity to buy out minorities in Jalux Inc (2729 JP), which operates in the aircraft and airport ground equipment servicing businesses, and airline servicing businesses such as onboard mail order sales and merchandising, and the F&amp;B business related to servicing airlines. Sojitz already owns 22.22% and JAL owns 21.56%, and Japan Airport Terminal owns 8.08%. Minorities own 48.14%. The goal is to take the company private, buying at least 1.8741mm shares from the minorities to get to two-thirds plus a share.Given that everyone has basically always known this was going to happen, the minimum for success is less than one-third of the minority, the airline industry is doing badly, and the price is a 50% premium to last (and given the impact of covid-19 it does not seem patently offensive), I expect this gets done easily. A 50% premium is pretty juicy.But a deal is a deal and there are deal details to scrutinise so we do so below. 

Sojitz and JAL to Buy Out JALUX Minorities in Tender Offer

Every year (usually in the beginning of September), the Nikkei Inc Index team conducts an annual review of the major price-weighted Nikkei indices - the most important being the Nikkei 225 Average - and adds and subtracts constituents according to the Rules.
Today, they announced the 2021 version of the changes (<a href="https://indexes.nikkei.co.jp/nkave/archives/news/20210906E_1.pdf" target="_blank" rel="noopener">announcement</a>, <a href="https://indexes.nikkei.co.jp/nkave/archives/news/20210906E_3.pdf" target="_blank" rel="noopener">PAF changes</a>).
Below is Some Background. If you want to skip ahead to the juicy analysis, you can jump ahead to the Changes Announced section just below, and then more below the fold.
<h3>Some Background</h3>
The Nikkei 225, well-known globally as "the Nikkei" is a price-weighted index, originally started nearly 70 years ago as an average of a selected number of stocks listed on the TSE First Section. Later, it became 225 members. 
Because it is price-weighted, and because for a long time it made no divisor adjustments for stock splits (so when a stock split 2:1 its weight fell by half because price fell by half and trackers had to sell half their shares in that stock), and the price multiplier was determined by the par value of a company, then they later they started adjusting for splits, stocks which are old, never split, AND have a high price end up having a high weight in the index. 
There was a huge reshuffle in April 2000 when the Nikkei decided that the system needed rebalancing to include more tech, so they changed the Rules. They pushed 30 names out and 30 names in, and the 30 names added were 50% of the new index. 
Twenty one years after the prior change in methodology, this past May 10 the Nikkei Inc Index Team announced new changes to the Rules. There was a <a href="https://indexes.nikkei.co.jp/nkave/archives/news/20210510E_1.pdf" target="_blank" rel="noopener">proposal</a>, with an <a href="https://indexes.nikkei.co.jp/nkave/archives/news/20210510E_3.pdf" target="_blank" rel="noopener">FAQ</a>, and <a href="https://indexes.nikkei.co.jp/nkave/archives/news/20210510E_2.pdf" target="_blank" rel="noopener">supplemental data</a>. On 5 July, the Nikkei confirmed the proposal with a new <a href="https://indexes.nikkei.co.jp/nkave/archives/news/20210705E_1.pdf" target="_blank" rel="noopener">Guidebook</a>.
When I wrote about this on 10 May in <a href="https://www.smartkarma.com/insights/after-20yrs-nikkei-225-proposes-minor-impact-rule-changes-nintendo-disappointment" target="_blank" data-smartkarma-citation="insights:51277" rel="noopener">After 20yrs, Nikkei 225 Proposes Minor Impact Rule Changes (Nintendo Disappointment?)</a> I said I thought the changes disappointing. There are real problems with the index and this did not do much; the changes are evolutionary rather than revolutionary, with the only interesting change being that constituents are added with a weight no greater than 1%. If the normal price adjustment factor would allow a constituent to enter at a weight greater than 1%, the Price Adjustment Factor (base 1) is lowered in increments of 0.1 so that the deemed inclusion weight on Base Date (end of July) is no more than 1%. There is no change to the idea that the Nikkei Index Team can override their rankings at any time as they see fit.
Because the Nikkei Index Team had let the sector balances and rankings slide quite a bit over the years (not adding "obvious" names and not deleting names which should probably have been deleted, and not rebalancing the sectors as the rules say they should), the possibility was that some names like <a href="https://www.smartkarma.com/entities/nintendo-co-ltd" target="_blank" data-smartkarma-citation="entities:5415:1" rel="noopener">Nintendo Co Ltd (7974 JP)</a> and similar high-price-low-share-count names which "deserved" to be included were not simply because their very high price would create undue impact (it was undue impact and the lack of incremental float for high-weight low-share-count names which caused the BOJ to lower, then eventually cease their buying of Nikkei 225 ETFs). This rule on capping inclusions at 1% would go a ways to mitigating that problem so that would allow the Nikkei to add previously un-addable names. Expectations were high on a group of names, with <a href="https://www.smartkarma.com/entities/nintendo-co-ltd" target="_blank" data-smartkarma-citation="entities:5415:1" rel="noopener">Nintendo Co Ltd (7974 JP)</a>, <a href="https://www.smartkarma.com/entities/keyence-corp" target="_blank" data-smartkarma-citation="entities:3077:1" rel="noopener">Keyence Corp (6861 JP)</a>, <a href="https://www.smartkarma.com/entities/zozo-inc" target="_blank" data-smartkarma-citation="entities:18379:1" rel="noopener">ZOZO Inc (3092 JP)</a>, and probably <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>, with the latter two likely to create some real froth if actually selected. 
<h2>The Changes Announced</h2>
Today after the close, the Nikkei Index Team announced the following changes to the Nikkei 225 Average as a result of the Annual Review:
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</section>
<section class="figure">
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/228/055/original/Screenshot+2021-09-06+at+5.06.02+PM.png?1630919179" class="editor-image img-responsive" data-smartkarma-image-id="228055"></figure>

</section>
The changes will be made on the last trading day of September, at the close. I expect to see $10bn trade on that day.
The new rules allow the Nikkei Index team to not do a lot to the sector mix if the additions are made because of "High Liquidity" because while the sector mix would normally mean more than three deleted, the new rules cap changes at 3 per annual rebalance (which is not enough).
As noted above, <a href="https://www.smartkarma.com/entities/zozo-inc" target="_blank" data-smartkarma-citation="entities:18379:1" rel="noopener">ZOZO Inc (3092 JP)</a> and <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> were among names which were expected as possible inclusions and therefore a certain amount of pre-positioning may be in place. They may get somewhat hurt tomorrow.
<div class="content-highlight">
There are a LOT of moving parts here. There are 3 ADDs, 3 DELETIONS, 1 Price Adjustment Factor moved sharply higher and one moved somewhat lower (a list of all the PAFs announced by the Nikkei is <a href="https://indexes.nikkei.co.jp/nkave/archives/news/20210906E_3.pdf" target="_blank" rel="noopener">here</a>), then there are another 220 stocks which will see selling on 30 September at the rebalance. 
</div>
For more detailed analysis of the stocks, their positioning, how much to buy, etc, please read on.
<hr>
For more about passive tracking in Japan, please refer to <a href="https://www.smartkarma.com/insights/japan-passive-who-owns-what-2021" target="_blank" data-smartkarma-citation="insights:55008" rel="noopener">JAPAN PASSIVE: Who Owns What 2021?</a>

Every year (usually in the beginning of September), the Nikkei Inc Index team conducts an annual review of the major price-weighted Nikkei indices - the most important being the Nikkei 225 Average - and adds and subtracts constituents according to the Rules.
Today, they announced the 2021 version of the changes (announcement, PAF changes).
Below is Some Background. If you want to skip ahead to the juicy analysis, you can jump ahead to the Changes Announced section just below, and then more below the fold.
Some Background
The Nikkei 225, well-known globally as "the Nikkei" is a price-weighted index, originally started nearly 70 years ago as an average of a selected number of stocks listed on the TSE First Section. Later, it became 225 members. 
Because it is price-weighted, and because for a long time it made no divisor adjustments for stock splits (so when a stock split 2:1 its weight fell by half because price fell by half and trackers had to sell half their shares in that stock), and the price multiplier was determined by the par value of a company, then they later they started adjusting for splits, stocks which are old, never split, AND have a high price end up having a high weight in the index. 
There was a huge reshuffle in April 2000 when the Nikkei decided that the system needed rebalancing to include more tech, so they changed the Rules. They pushed 30 names out and 30 names in, and the 30 names added were 50% of the new index. 
Twenty one years after the prior change in methodology, this past May 10 the Nikkei Inc Index Team announced new changes to the Rules. There was a proposal, with an FAQ, and supplemental data. On 5 July, the Nikkei confirmed the proposal with a new Guidebook.
When I wrote about this on 10 May in After 20yrs, Nikkei 225 Proposes Minor Impact Rule Changes (Nintendo Disappointment?) I said I thought the changes disappointing. There are real problems with the index and this did not do much; the changes are evolutionary rather than revolutionary, with the only interesting change being that constituents are added with a weight no greater than 1%. If the normal price adjustment factor would allow a constituent to enter at a weight greater than 1%, the Price Adjustment Factor (base 1) is lowered in increments of 0.1 so that the deemed inclusion weight on Base Date (end of July) is no more than 1%. There is no change to the idea that the Nikkei Index Team can override their rankings at any time as they see fit.
Because the Nikkei Index Team had let the sector balances and rankings slide quite a bit over the years (not adding "obvious" names and not deleting names which should probably have been deleted, and not rebalancing the sectors as the rules say they should), the possibility was that some names like Nintendo Co Ltd (7974 JP) and similar high-price-low-share-count names which "deserved" to be included were not simply because their very high price would create undue impact (it was undue impact and the lack of incremental float for high-weight low-share-count names which caused the BOJ to lower, then eventually cease their buying of Nikkei 225 ETFs). This rule on capping inclusions at 1% would go a ways to mitigating that problem so that would allow the Nikkei to add previously un-addable names. Expectations were high on a group of names, with Nintendo Co Ltd (7974 JP), Keyence Corp (6861 JP), ZOZO Inc (3092 JP), and probably Oriental Land (4661 JP), with the latter two likely to create some real froth if actually selected. 
The Changes Announced
Today after the close, the Nikkei Index Team announced the following changes to the Nikkei 225 Average as a result of the Annual Review:







The changes will be made on the last trading day of September, at the close. I expect to see $10bn trade on that day.
The new rules allow the Nikkei Index team to not do a lot to the sector mix if the additions are made because of "High Liquidity" because while the sector mix would normally mean more than three deleted, the new rules cap changes at 3 per annual rebalance (which is not enough).
As noted above, ZOZO Inc (3092 JP) and Oriental Land (4661 JP) were among names which were expected as possible inclusions and therefore a certain amount of pre-positioning may be in place. They may get somewhat hurt tomorrow.

There are a LOT of moving parts here. There are 3 ADDs, 3 DELETIONS, 1 Price Adjustment Factor moved sharply higher and one moved somewhat lower (a list of all the PAFs announced by the Nikkei is here), then there are another 220 stocks which will see selling on 30 September at the rebalance. 

For more detailed analysis of the stocks, their positioning, how much to buy, etc, please read on.

For more about passive tracking in Japan, please refer to JAPAN PASSIVE: Who Owns What 2021? 

2021 Nikkei 225 Rebalance: Nintendo, Murata, Keyence IN; Nisshinbo, Toyo Seikan, 'Skupper' OUT

Japan

Sojitz Corporation is a general trading company.  The Company has business divisions such as Machinery & Aerospace, Energy & Mineral Resources, Chemicals & Plastics, Real Estate Development & Forest Products, Consumer Lifestyle Business, and New Business Development Group.  Sojitz was formed through the business integration between Nichimen and Nissho Iwai.

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Sojitz Corp (2768 JP)

Tri-Stage (2178 JP) MBO by Bain - Another Lowball Takeover Likely To Get Done

Tri-Stage (2178 JP) MBO sponsored by Bain. Small cap. Illiquid. Almost exclusively owned by domestic retail. But too cheap, so Sojitz refused to...

Travis Lundy

JALUX (2729 JP) Tender Offer Commences - Open & Shut Case With Weirdness

The JALUX Tender Offer by Sojitz and JAL has started. It wasn't a worry and took about the time expected to get some approvals. The delay in filing...

Travis Lundy

Short-Term Itochu Buyback - A Cushion, But Style Bias Matters More

Itochu has announced a buyback to execute in the next 10 weeks. It is a decent part of ADV but not overwhelming. It should support the stock vs...

Travis Lundy

Sojitz and JAL to Buy Out JALUX Minorities in Tender Offer

Trading house Sojitz and Japanese airline JAL have decided, finally, to take out minorities in JALUX - of which they and JAT now own 52%. This is a...

Travis Lundy

2021 Nikkei 225 Rebalance: Nintendo, Murata, Keyence IN; Nisshinbo, Toyo Seikan, 'Skupper' OUT

The Nikkei 225 Rebalance is here. A small surprise in the ADDs. No surprises on the DELETEs. A couple of housekeeping changes, and 600 baskets to...

Travis Lundy

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