Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On the 17th Feb, a specialty restaurant-operator <a href="https://www.smartkarma.com/entities/tam-jai-international-co-ltd" target="_blank" data-smartkarma-citation="entities:34227:1" rel="noopener">Tam Jai (2217 HK)</a> announced an Offer, by way of a Scheme, from <a href="https://www.smartkarma.com/entities/toridoll-holdings-corporation" target="_blank" data-smartkarma-citation="entities:8193:1" rel="noopener">TORIDOLL (3397 JP)</a> at HK$1.58/share, a 75.56% premium to undisturbed.</li>
<li>This should get up; but really, given the recent <a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> and <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion Holdings (533 HK)</a> failures, small, illiquid arbs are not the preferred haven for arb investors.</li>
<li>
The Scheme Doc is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0605/2025060502273.pdf" target="_blank" rel="noopener">out</a>, with a Court Meeting on the 30th June, and payment on or before the 26 August. The IFA (Lego Corporate) says "fair &amp; reasonable".</li>
</ul>


On the 17th Feb, a specialty restaurant-operator Tam Jai (2217 HK) announced an Offer, by way of a Scheme, from TORIDOLL (3397 JP) at HK$1.58/share, a 75.56% premium to undisturbed.
This should get up; but really, given the recent Soundwill Holdings (878 HK) and Goldlion Holdings (533 HK) failures, small, illiquid arbs are not the preferred haven for arb investors.

The Scheme Doc is now out, with a Court Meeting on the 30th June, and payment on or before the 26 August. The IFA (Lego Corporate) says "fair &amp; reasonable".


Tam Jai (2217 HK): Toridoll (3397 JP)'s Excellent Offer. Still.

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>The spread to <a href="https://www.smartkarma.com/entities/toridoll-holdings-corporation" target="_blank" data-smartkarma-citation="entities:8193:1" rel="noopener">TORIDOLL Holdings Corporation (3397 JP)</a>’s HK$1.58 offer for <a href="https://www.smartkarma.com/entities/tam-jai-international-co-ltd" target="_blank" data-smartkarma-citation="entities:34227:1" rel="noopener">Tam Jai International (2217 HK)</a> has risen to 9.7% ahead of the scheme document's release. </li>
<li>Several readers have asked whether the Tam Jai offer will mirror the Goldlion and Soundwill deal break. The schemes share similarities but are also different in several ways.</li>
<li>The scheme's vote risk has undoubtedly increased partly due to the recent 2025 results and deal breaks. This situation warrants a safety-first approach.  </li>
</ul>


The spread to TORIDOLL Holdings Corporation (3397 JP)’s HK$1.58 offer for Tam Jai International (2217 HK) has risen to 9.7% ahead of the scheme document's release. 
Several readers have asked whether the Tam Jai offer will mirror the Goldlion and Soundwill deal break. The schemes share similarities but are also different in several ways.
The scheme's vote risk has undoubtedly increased partly due to the recent 2025 results and deal breaks. This situation warrants a safety-first approach.  


Tam Jai (2217 HK): Anxiety Creeps in Ahead of the Scheme Document

<ul>
<li>For May 2025, 13 new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$27bn. </li>
<li>The average premium for the new transactions announced (or first discussed) in May was ~28%, with a year-to-date average of 49%.</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 May 2025, 13 new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$27bn. 
The average premium for the new transactions announced (or first discussed) in May was ~28%, with a year-to-date average of 49%.
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, May 2025 Wrap: NTT Data, ZEEKR, MAC Copper, Torii, Mitsu. Shokuhin, SBI Sumishin

<ul>
<li>MBK has made a legally binding bid for <a href="https://www.smartkarma.com/entities/makino-milling-machine-co" target="_blank" data-smartkarma-citation="entities:5200:1" rel="noopener">Makino Milling Machine Co (6135 JP)</a>. Stay long if you still hold or buy the dip. Buy at under ¥11,200.</li>
<li>Given the share price decline, <a href="https://www.smartkarma.com/entities/nufarm-ltd-australia" target="_blank" data-smartkarma-citation="entities:1128:1" rel="noopener">Nufarm (NUF AU)</a>'s board is under pressure to do "something". Nufarm would be better off selling its entire operations, as opposed to offloading divisions.</li>
<li>
<a href="https://www.smartkarma.com/entities/dic-corp" target="_blank" data-smartkarma-citation="entities:7343:1" rel="noopener">Dic Corp (4631 JP)</a> is (also) under pressure from activist Oasis Management. Buy large dips rather than chase another day of a big gain.</li>
</ul>


MBK has made a legally binding bid for Makino Milling Machine Co (6135 JP). Stay long if you still hold or buy the dip. Buy at under ¥11,200.
Given the share price decline, Nufarm (NUF AU)'s board is under pressure to do "something". Nufarm would be better off selling its entire operations, as opposed to offloading divisions.

Dic Corp (4631 JP) is (also) under pressure from activist Oasis Management. Buy large dips rather than chase another day of a big gain.


Last Week in Event SPACE: Makino Milling Machine, Nufarm, Dic Corp, HKBN

<ul>
<li>I tally 44 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma.</li>
<li>Two new deal were discussed on Smartkarma this week: Offers for <a href="https://www.smartkarma.com/entities/mac-copper-limited-6dcb19d0-2c56-496c-817a-5d64e48b3c5d" target="_blank" data-smartkarma-citation="entities:45237:1" rel="noopener">MAC Copper (MAC AU)</a>and  <a href="https://www.smartkarma.com/entities/sbi-sumishin-net-bank-ltd" target="_blank" data-smartkarma-citation="entities:34572:1" rel="noopener">SBI Sumishin Net Bank (7163 JP)</a>. <a href="https://www.smartkarma.com/entities/taiyo-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:15154:1" rel="noopener">Taiyo Holdings (4626 JP)</a> possibly in the crosshairs. </li>
<li>Key updates/news took place on: <a href="https://www.smartkarma.com/entities/hkbn-ltd" target="_blank" data-smartkarma-citation="entities:289:1" rel="noopener">HKBN Ltd (1310 HK)</a>, <a href="https://www.smartkarma.com/entities/makino-milling-machine-co" target="_blank" data-smartkarma-citation="entities:5200:1" rel="noopener">Makino Milling Machine Co (6135 JP)</a>, <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a>/<a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a>, and <a href="https://www.smartkarma.com/entities/amara-holdings-ltd" target="_blank" data-smartkarma-citation="entities:2692:1" rel="noopener">Amara Holdings (AMA SP)</a>. </li>
</ul>


I tally 44 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma.
Two new deal were discussed on Smartkarma this week: Offers for MAC Copper (MAC AU)and  SBI Sumishin Net Bank (7163 JP). Taiyo Holdings (4626 JP) possibly in the crosshairs. 
Key updates/news took place on: HKBN Ltd (1310 HK), Makino Milling Machine Co (6135 JP), Welcia Holdings (3141 JP)/Tsuruha Holdings (3391 JP), and Amara Holdings (AMA SP). 


(Mostly) Asia-Pac M&A: MAC Copper, SBI Sumishin Net Bank, Taiyo, HKBN, Welcia/Tsuruha, Amara

Hong Kong

Soundwill Holdings Limited is an investment holding company primarily engaged in real estate activities in Hong Kong and Mainland China. It specializes in the development of medium to high-end commercial, residential, and industrial properties, alongside property leasing and building management services. The company was founded in 1978 and is headquartered in Causeway Bay, Hong Kong.

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Soundwill (878 HK)

Tam Jai (2217 HK): Toridoll (3397 JP)'s Excellent Offer. Still.

Trading at a 9.0%/42.2% a gross/annualised return. This should get up; but given the recent Soundwill and Goldlion failures, small, illiquid arbs...

David Blennerhassett

Tam Jai (2217 HK): Anxiety Creeps in Ahead of the Scheme Document

Arbs cannot afford another HK deal break on their books. Recent events have undoubtedly increased the scheme's vote risk, warranting a safety-first...

Arun George

(Mostly) Asia M&A, May 2025 Wrap: NTT Data, ZEEKR, MAC Copper, Torii, Mitsu. Shokuhin, SBI Sumishin

For the month of May, 13 new deals were discussed on Smartkarma with an overall deal size of ~US$27bn. The average premium for the new deals...

David Blennerhassett

Last Week in Event SPACE: Makino Milling Machine, Nufarm, Dic Corp, HKBN

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

(Mostly) Asia-Pac M&A: MAC Copper, SBI Sumishin Net Bank, Taiyo, HKBN, Welcia/Tsuruha, Amara

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

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