Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Today, just before the close, the Nikkei put out a scoop that Bain would buy <a href="https://www.smartkarma.com/entities/t-gaia-corp" target="_blank" data-smartkarma-citation="entities:8339:1" rel="noopener">T Gaia Corp (3738 JP)</a> for ¥140bn. Sounds big. It was a 30% discount.</li>
<li>There is a three Tender Offer process whereby minorities, who could be squeezed out regardless, are offered the opportunity to block the deal by not tendering at ¥2,670.</li>
<li>This not-quite "majority of minority" of the super-minority is an interesting governance condition established by the Special Committee. It bears some study.</li>
</ul>


Today, just before the close, the Nikkei put out a scoop that Bain would buy T Gaia Corp (3738 JP) for ¥140bn. Sounds big. It was a 30% discount.
There is a three Tender Offer process whereby minorities, who could be squeezed out regardless, are offered the opportunity to block the deal by not tendering at ¥2,670.
This not-quite "majority of minority" of the super-minority is an interesting governance condition established by the Special Committee. It bears some study.


T-Gaia (3738 JP) - Potential Premium Takeout Story Turns To An Ugly Takeunder

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/t-gaia-corp" target="_blank" rel="noopener">T Gaia Corp (3738 JP)</a> disclosed a Bain tender offer at JPY2,670, a 35.9% premium to the undisturbed price but a 27.2% discount to the last close.</li>
<li>Bain has set the minimum number of shares to be purchased at a 12.67% ownership ratio to appease the Board, which has a neutral recommendation. </li>
<li>Bain hopes the offer’s harsh reality check will burst the share price bubble, nudging minorities to accept. An auction process suggests that the chance of a competing offer is low.   </li>
</ul>



T Gaia Corp (3738 JP) disclosed a Bain tender offer at JPY2,670, a 35.9% premium to the undisturbed price but a 27.2% discount to the last close.
Bain has set the minimum number of shares to be purchased at a 12.67% ownership ratio to appease the Board, which has a neutral recommendation. 
Bain hopes the offer’s harsh reality check will burst the share price bubble, nudging minorities to accept. An auction process suggests that the chance of a competing offer is low.   


T-Gaia (3738 JP): Reality Check as Bain Launches a Takeunder

Index Rebalance

<ul>
<li>
<a href="https://www.smartkarma.com/profiles/janaghan-jeyakumar-cfa" target="_blank" data-smartkarma-citation="accounts:3173" rel="noopener">Janaghan Jeyakumar, CFA</a> who does the predictions for this index got 10/10 of his high conviction names, 8/10 of his medium conviction, and 50% of low conviction ADDs.</li>
<li>This year, there are fewer caps but some big ones. Nearly ¥500bn of capping flow to sell. </li>
<li>I see just over $6.3bn in buying and selling to be done. A half dozen names with both high ADV impact to buy and decent size.</li>
</ul>



Janaghan Jeyakumar, CFA who does the predictions for this index got 10/10 of his high conviction names, 8/10 of his medium conviction, and 50% of low conviction ADDs.
This year, there are fewer caps but some big ones. Nearly ¥500bn of capping flow to sell. 
I see just over $6.3bn in buying and selling to be done. A half dozen names with both high ADV impact to buy and decent size.


JPX-Nikkei 400 Rebal Aug 2024 - 44 IN, 41 OUT, ¥500bn of Capping, Just Under ¥1trn to Trade

David Blennerhassett

<ul>
<li>For the month of December 2024, 13 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$16bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in December was ~46%. The average premium in 2024 was ~43%.</li>
<li>This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of December 2024, 13 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$16bn.
The average premium for the new transactions announced (or first discussed) in December was ~46%. The average premium in 2024 was ~43%.
This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Dec 2024: De Grey, Insignia, ESR Group, Fosun Tourism, HKBN, Pentamaster, Beenos

<ul>
<li>For the month of November 2024, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$15bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in November was ~44%. The average premium YTD is ~43%.</li>
<li>This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of November 2024, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$15bn.
The average premium for the new transactions announced (or first discussed) in November was ~44%. The average premium YTD is ~43%.
This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Nov 2024: Net One System, Amcor/Berry, I D & E Holdings, SG Fleet, Macromill

Japan

T-GAIA CORPORATION sells cell-phone units and service contracts in Japan. The Company also offers high-speed internet connection service through sales agencies.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

T Gaia Corp (3738 JP)

T-Gaia (3738 JP) - Potential Premium Takeout Story Turns To An Ugly Takeunder

After what was a far longer process than we knew, and a pretty strong governance condition, we still get a significant takeunder. A disappointment...

Travis Lundy

T-Gaia (3738 JP): Reality Check as Bain Launches a Takeunder

Bain hopes the offer’s harsh reality check will burst the share price bubble, nudging minorities to accept. An auction process suggests that the...

Arun George

JPX-Nikkei 400 Rebal Aug 2024 - 44 IN, 41 OUT, ¥500bn of Capping, Just Under ¥1trn to Trade

The JPX Nikkei 400 annual index rebal is upon us. Janaghan's predictions were good at the higher conviction levels. This is OK size (nearly ¥1trln...

Travis Lundy

(Mostly) Asia M&A, Dec 2024: De Grey, Insignia, ESR Group, Fosun Tourism, HKBN, Pentamaster, Beenos

For Dec 2024, 13 new transactions were discussed on Smartkarma with an overall deal size of ~US$16bn. The Dec average premium for these new...

David Blennerhassett

(Mostly) Asia M&A, Nov 2024: Net One System, Amcor/Berry, I D & E Holdings, SG Fleet, Macromill

For Nov 2024, 14 new transactions were discussed on Smartkarma with an overall deal size of ~US$15bn. The ave. premium for these new transactions...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)