Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>This morning, <a href="https://www.smartkarma.com/entities/nidec-corp" target="_blank" data-smartkarma-citation="entities:7245:1" rel="noopener">Nidec Corp (6594 JP)</a><a href="https://www.nidec.com/-/media/www-nidec-com/corporate/news/2024/1227-01/241227-01.pdf?rev=7584315209f9405784f3e2b127136708&amp;sc_lang=ja-JP" target="_blank" rel="noopener">announced</a> that it intended to launch a Tender Offer on <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> without the support of Makino management.</li>
<li>The same pattern as <a href="https://www.smartkarma.com/entities/takisawa-machine-tool-co-ltd" target="_blank" data-smartkarma-citation="entities:7344:1" rel="noopener">Takisawa Machine Tool (6121 JP)</a>. Nidec decides, relying on the METI Guidelines for Corporate Takeovers for procedure, announces, and puts the onus on the Target to accept.</li>
<li>But shareholders should hope Makino Milling takes a page from the example provided by <a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> back in spring 2024. This could get funky.</li>
</ul>


This morning, Nidec Corp (6594 JP)announced that it intended to launch a Tender Offer on Makino Milling Machine Co (6135 JP) without the support of Makino management.
The same pattern as Takisawa Machine Tool (6121 JP). Nidec decides, relying on the METI Guidelines for Corporate Takeovers for procedure, announces, and puts the onus on the Target to accept.
But shareholders should hope Makino Milling takes a page from the example provided by Chilled &amp; Frozen Logistics Holdings (9099 JP) back in spring 2024. This could get funky.


Nidec Goes Hostile On Makino Milling at ¥11,000/Share

<ul>
<li>A Bloomberg <a href="https://www.bloomberg.com/news/articles/2024-12-10/topcon-gets-buyout-offers-from-kkr-eqt-as-japan-m-a-heats-up" target="_blank" rel="noopener">article</a> today said <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> is weighing takeover bids received from KKR and EQT. ValueAct has been pressuring the company for 18mos (5+% in May23)</li>
<li>ValueAct has apparently been pushing the company to divest assets and concentrate on core ops, or go private (and have someone else do it). </li>
<li>This is further evidence of the METI-enabled "Bad Cop-Good Cop Routine" which could expand M&amp;A and governance activity dramatically. </li>
</ul>


A Bloomberg article today said Topcon Corp (7732 JP) is weighing takeover bids received from KKR and EQT. ValueAct has been pressuring the company for 18mos (5+% in May23)
ValueAct has apparently been pushing the company to divest assets and concentrate on core ops, or go private (and have someone else do it). 
This is further evidence of the METI-enabled "Bad Cop-Good Cop Routine" which could expand M&amp;A and governance activity dramatically. 


Thinking About Topcon (7732) And the New METI-Enabled Bad Cop-Good Cop Routine

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.

Chilled & Frozen Logistics Holdings / Event-Driven

<ul>
<li>The <a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> Board has responded with several questions regarding <a href="https://www.smartkarma.com/entities/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a>’s pre-conditional hostile offer of JPY3,000 per share.</li>
<li>The Board questions the transaction’s schedule, terms and potential synergies. The Board has also used the ruse that due diligence access would justify a higher offer price.</li>
<li>Expect several rounds of Q&amp;A and a delay to the tender start. If shares continue trading through terms ahead of the tender start, AZ-COM Maruwa will likely have to bump. </li>
</ul>


The Chilled &amp; Frozen Logistics Holdings (9099 JP) Board has responded with several questions regarding AZ-Com Maruwa Holdings (9090 JP)’s pre-conditional hostile offer of JPY3,000 per share.
The Board questions the transaction’s schedule, terms and potential synergies. The Board has also used the ruse that due diligence access would justify a higher offer price.
Expect several rounds of Q&amp;A and a delay to the tender start. If shares continue trading through terms ahead of the tender start, AZ-COM Maruwa will likely have to bump. 


Chilled & Frozen Logistics (9099 JP): Pass The🍿as the Board Responds to AZ-COM Maruwa (9090 JP)

<ul>
<li>
<a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> last week announced its <em>"Action to Implement Management That is Conscious of Cost of Capital and Stock Price".</em>
</li>
<li>Today it announced <a href="https://www.smartkarma.com/entities/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a> had announced its intention to launch a Tender Offer on C&amp;F Logistics without having contacted C&amp;F first. A HOSTILE deal. Yum.</li>
<li>The deal is proposed at a 50% premium, with the goal of getting to a minimum of 50.00%. This will be interesting.</li>
</ul>



Chilled &amp; Frozen Logistics Holdings (9099 JP) last week announced its "Action to Implement Management That is Conscious of Cost of Capital and Stock Price".

Today it announced AZ-Com Maruwa Holdings (9090 JP) had announced its intention to launch a Tender Offer on C&amp;F Logistics without having contacted C&amp;F first. A HOSTILE deal. Yum.
The deal is proposed at a 50% premium, with the goal of getting to a minimum of 50.00%. This will be interesting.


Chilled & Frozen Logistics (9099) - Hostile Takeover Launched by AZ-Com Maruwa (9090)

David Blennerhassett

<ul>
<li>For the month of September 2023, 8 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$2bn.</li>
<li>The average premium for the new deals announced (or first discussed) in September was 37%. The average YTD is 35%.</li>
<li>This compares to the average premium for all deals in 2022 (106 deals), 2021 (165 deals), 2020 (158 deals), and 2019 (145 deals) of 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of September 2023, 8 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$2bn.
The average premium for the new deals announced (or first discussed) in September was 37%. The average YTD is 35%.
This compares to the average premium for all deals in 2022 (106 deals), 2021 (165 deals), 2020 (158 deals), and 2019 (145 deals) of 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Sept 2023: JMDC, Pact, Takisawa, Golden Eagle Energy, Dic Corp

Japan

TAKISAWA MACHINE TOOL CO., LTD. is a manufacturer of precision machine tools. The Company manufactures and repairs machining centers (MCs), metal processing machinery, and numerical control (NC) lathes.  Takisawa Machine Tool also produces machinery for making electronic components and communication devices as well as machinery for assessing environmental conditions.

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Takisawa Machine Tool (6121 JP)

Thinking About Topcon (7732) And the New METI-Enabled Bad Cop-Good Cop Routine

The METI Guideline on Corporate Takeovers has enabled a BadCop-GoodCop routine to be played out by activists and PE funds. Topcon may be a victim....

Travis Lundy

Chilled & Frozen Logistics (9099 JP): Pass The🍿as the Board Responds to AZ-COM Maruwa (9090 JP)

Expect several rounds of Q&A and a delay to the tender start. AZ-COM Maruwa could eventually bump closer to the May tender start. However, as...

Arun George

Chilled & Frozen Logistics (9099) - Hostile Takeover Launched by AZ-Com Maruwa (9090)

Logistics biz serial acquiror AZ-Com Maruyu wanted C&F Logistics. They approached, were rebuffed, and months later, they are going hostile. Nidec...

Travis Lundy

(Mostly) Asia M&A, Sept 2023: JMDC, Pact, Takisawa, Golden Eagle Energy, Dic Corp

For the month of September, 8 new deals were discussed on Smartkarma with an overall deal size of ~US$2bn. The average premium for the new deals...

David Blennerhassett

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Nidec Goes Hostile On Makino Milling at ¥11,000/Share

Nidec intends a hostile early April TOB on Makino Milling to build out its machine tool portfolio. This could see an aggressive Makino response and...

Travis Lundy

Thinking About Topcon (7732) And the New METI-Enabled Bad Cop-Good Cop Routine

The METI Guideline on Corporate Takeovers has enabled a BadCop-GoodCop routine to be played out by activists and PE funds. Topcon may be a victim....

Travis Lundy

Chilled & Frozen Logistics (9099 JP): Pass The🍿as the Board Responds to AZ-COM Maruwa (9090 JP)

Expect several rounds of Q&A and a delay to the tender start. AZ-COM Maruwa could eventually bump closer to the May tender start. However, as...

Arun George

Chilled & Frozen Logistics (9099) - Hostile Takeover Launched by AZ-Com Maruwa (9090)

Logistics biz serial acquiror AZ-Com Maruyu wanted C&F Logistics. They approached, were rebuffed, and months later, they are going hostile. Nidec...

Travis Lundy

(Mostly) Asia M&A, Sept 2023: JMDC, Pact, Takisawa, Golden Eagle Energy, Dic Corp

For the month of September, 8 new deals were discussed on Smartkarma with an overall deal size of ~US$2bn. The average premium for the new deals...

David Blennerhassett