Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Taisho Pharmaceutical Holdin / Event-Driven

<ul>
<li>Six+ weeks ago, the founding family which controls a 33% stake in cash-rich <a href="https://www.smartkarma.com/entities/taisho-pharmaceutical-holdin" target="_blank" data-smartkarma-citation="entities:3774:1" rel="noopener">Taisho Pharmaceutical Holdin (4581 JP)</a> announced a Tender Offer MBO to buy out minorities.</li>
<li>¥8,620/Share is 0.85x PBR but the takeover is at 0.72x operating assets with net debt at zero That's low - comps are 2+x book and twice the EV/EBITDA ratio.</li>
<li>But the scourge that is cross-holding investors blindly following management means they have 61-63% before this gets started, and only one small firm has voiced an objection.</li>
</ul>


Six+ weeks ago, the founding family which controls a 33% stake in cash-rich Taisho Pharmaceutical Holdin (4581 JP) announced a Tender Offer MBO to buy out minorities.
¥8,620/Share is 0.85x PBR but the takeover is at 0.72x operating assets with net debt at zero That's low - comps are 2+x book and twice the EV/EBITDA ratio.
But the scourge that is cross-holding investors blindly following management means they have 61-63% before this gets started, and only one small firm has voiced an objection.


Taisho Pharma (4581) - Slouching Activism May Not Get This Bumped

David Blennerhassett

<ul>
<li>I tally 45 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>One new deal discussed this week on Smartkarma: <a href="https://www.smartkarma.com/entities/tdcx-inc" target="_blank" data-smartkarma-citation="entities:34187:1" rel="noopener">TDCX (TDCX US)</a>'s MBO.</li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/orecorp-ltd" target="_blank" data-smartkarma-citation="entities:8120:1" rel="noopener">Orecorp Ltd (ORR AU)</a>, <a href="https://www.smartkarma.com/entities/t-k-toka-co-ltd" target="_blank" data-smartkarma-citation="entities:18678:1" rel="noopener">T&amp;K Toka Co Ltd (4636 JP)</a>, <a href="https://www.smartkarma.com/entities/taisho-pharmaceutical-holdin" target="_blank" data-smartkarma-citation="entities:3774:1" rel="noopener">Taisho Pharmaceutical Holdin (4581 JP)</a>, <a href="https://www.smartkarma.com/entities/benesse-holdings-inc" target="_blank" data-smartkarma-citation="entities:12877:1" rel="noopener">Benesse Holdings (9783 JP)</a>, and <a href="https://www.smartkarma.com/entities/ijtt-co-ltd" target="_blank" data-smartkarma-citation="entities:19461:1" rel="noopener">IJTT Co., Ltd. (7315 JP)</a>.</li>
</ul>


I tally 45 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
One new deal discussed this week on Smartkarma: TDCX (TDCX US)'s MBO.
Key updates took place on: Orecorp Ltd (ORR AU), T&amp;K Toka Co Ltd (4636 JP), Taisho Pharmaceutical Holdin (4581 JP), Benesse Holdings (9783 JP), and IJTT Co., Ltd. (7315 JP).


(Mostly) Asia-Pac Weekly Risk Arb Wrap: TDCX, Orecorp, T&K Toka, Taisho Pharma, Benesse, IJTT

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/taisho-pharmaceutical-holdin" target="_blank" data-smartkarma-citation="entities:3774:1" rel="noopener">Taisho Pharmaceutical Holdin (4581 JP)</a>’s MBO JPY8,620 offer closes on 15 January. Since announcing the offer, the shares have traded above terms for 21 out of the 30 trading days.</li>
<li>Japan Catalyst has called the offer's P/B of 0.85x too low. While shares trading above terms does not guarantee that the tender fails, it does increase the risk of failure.</li>
<li>The offeror has no compelling reason to bump as other activists have not publicly supported Japan Catalyst, the high 55.5% premium to undisturbed price and an achievable minority acceptance rate. </li>
</ul>



Taisho Pharmaceutical Holdin (4581 JP)’s MBO JPY8,620 offer closes on 15 January. Since announcing the offer, the shares have traded above terms for 21 out of the 30 trading days.
Japan Catalyst has called the offer's P/B of 0.85x too low. While shares trading above terms does not guarantee that the tender fails, it does increase the risk of failure.
The offeror has no compelling reason to bump as other activists have not publicly supported Japan Catalyst, the high 55.5% premium to undisturbed price and an achievable minority acceptance rate. 


Taisho Pharmaceutical (4581 JP): Calm as Offer Heads for the 15 January Close

<ul>
<li>Japan's merger arb is facing an unusual situation: six merger arb situations (&gt;US$100 million market cap) where the shares have consistently traded through terms.</li>
<li>We evaluate the bumpitrage potential of these six Japanese merger arb situations on qualitative and quantitative metrics.</li>
<li>Based on our analysis, the ranking as measured by the highest bumpitrage potential in descending order are T&amp;K Toka, IJTT, Taisho, Shidax, Benesse and Tokyo Rakutenchi.</li>
</ul>


Japan's merger arb is facing an unusual situation: six merger arb situations (&gt;US$100 million market cap) where the shares have consistently traded through terms.
We evaluate the bumpitrage potential of these six Japanese merger arb situations on qualitative and quantitative metrics.
Based on our analysis, the ranking as measured by the highest bumpitrage potential in descending order are T&amp;K Toka, IJTT, Taisho, Shidax, Benesse and Tokyo Rakutenchi.


Japan Bumpitrage Potential: T&K Toka, IJTT, Taisho, Shidax, Benesse, Tokyo Rakutenchi

<ul>
<li>Japan Catalyst’s <a href="https://www.japancatalyst.com/pdf/JCI_TAISHO_20231201_eng.pdf" target="_blank" rel="noopener">press release</a> supports the idea of a <a href="https://www.smartkarma.com/entities/taisho-pharmaceutical-holdin" target="_blank" data-smartkarma-citation="entities:3774:1" rel="noopener">Taisho Pharmaceutical Holdin (4581 JP)</a> MBO but not the proposed offer price as it implies a P/B less than 1.0x.</li>
<li>The press release is a discovery exercise encouraging other like-minded shareholders to show their hand. The shares are trading marginally above the JPY8,620 offer.</li>
<li>While justifiable, a bump is unlikely due to the lack of a substantial activist shareholder, irrevocables, no competing bid and the offer’s 55.5% premium to the undisturbed price.</li>
</ul>


Japan Catalyst’s press release supports the idea of a Taisho Pharmaceutical Holdin (4581 JP) MBO but not the proposed offer price as it implies a P/B less than 1.0x.
The press release is a discovery exercise encouraging other like-minded shareholders to show their hand. The shares are trading marginally above the JPY8,620 offer.
While justifiable, a bump is unlikely due to the lack of a substantial activist shareholder, irrevocables, no competing bid and the offer’s 55.5% premium to the undisturbed price.


Taisho Pharmaceutical (4581 JP): Japan Catalyst Pushes for a Bump

Japan

Taisho Pharmaceutical Holdings Company Ltd. produces and sells pharmaceuticals, foods, and  other related products. The Company also provides insurance agency and information processing services and operates hotel businesses.

Taisho Pharmaceutical Holdin (4581 JP)

Taisho Pharma (4581) - Slouching Activism May Not Get This Bumped

Taisho Pharma's TOB closes soon. It should have had a bump, but I think it needed a large vocal shareholder to say so, not a small fund asking the...

Travis Lundy

(Mostly) Asia-Pac Weekly Risk Arb Wrap: TDCX, Orecorp, T&K Toka, Taisho Pharma, Benesse, IJTT

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

Taisho Pharmaceutical (4581 JP): Calm as Offer Heads for the 15 January Close

The offeror has no compelling reason to bump as other activists have not publicly supported Japan Catalyst, the high 55.5% premium to undisturbed...

Arun George

Japan Bumpitrage Potential: T&K Toka, IJTT, Taisho, Shidax, Benesse, Tokyo Rakutenchi

SPARX has increased its IJTT tender offer by 4.7% from JPY812 to JPY850 (24.0% premium to the undisturbed price). The Isuzu share repurchase price...

Arun George

Taisho Pharmaceutical (4581 JP): Japan Catalyst Pushes for a Bump

While justifiable, a bump is unlikely due to the lack of a substantial activist shareholder, irrevocables, no competing bid and the offer’s 55.5%...

Arun George