Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Nec Networks & System Integr / Event-Driven

<ul>
<li>I tally 51 - 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>Four new deals this week: <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>'s hostile Offer; <a href="https://www.smartkarma.com/entities/vcredit-holdings-ltd" target="_blank" data-smartkarma-citation="entities:27143:1" rel="noopener">VCredit Holdings Ltd (2003 HK)</a>'s takeunder; <a href="https://www.smartkarma.com/entities/vesync" target="_blank" data-smartkarma-citation="entities:31067:1" rel="noopener">Vesync (2148 HK)</a>'s Scheme, and <a href="https://www.smartkarma.com/entities/pentamaster-international-ltd" target="_blank" data-smartkarma-citation="entities:31099:1" rel="noopener">Pentamaster International (1665 HK)</a>'s Scheme.</li>
<li>Key updates/news took place on: <a href="https://www.smartkarma.com/entities/shanghai-henlius-biotech-inc" target="_blank" data-smartkarma-citation="entities:27888:1" rel="noopener">Shanghai Henlius Biotech (2696 HK)</a>, <a href="https://www.smartkarma.com/entities/greatview-aseptic-packaging" target="_blank" data-smartkarma-citation="entities:10802:1" rel="noopener">Greatview Aseptic Packaging (468 HK)</a>, <a href="https://www.smartkarma.com/entities/nec-networks-system-integr" target="_blank" data-smartkarma-citation="entities:16396:1" rel="noopener">Nec Networks &amp; System Integr (1973 JP)</a>, and <a href="https://www.smartkarma.com/entities/suntec-reit" target="_blank" data-smartkarma-citation="entities:151:1" rel="noopener">Suntec REIT (SUN SP)</a>.</li>
</ul>


I tally 51 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Four new deals this week: Makino Milling Machine Co (6135 JP)'s hostile Offer; VCredit Holdings Ltd (2003 HK)'s takeunder; Vesync (2148 HK)'s Scheme, and Pentamaster International (1665 HK)'s Scheme.
Key updates/news took place on: Shanghai Henlius Biotech (2696 HK), Greatview Aseptic Packaging (468 HK), Nec Networks &amp; System Integr (1973 JP), and Suntec REIT (SUN SP).


(Mostly) Asia-Pac M&A: Makino, Henlius, GAPack, Nec Networks, Suntec REIT, VCredit, Pentamaster

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/nidec-corp" target="_blank" data-smartkarma-citation="entities:7245:1" rel="noopener">Nidec Corp (6594 JP)</a> announced a hostile preconditional tender offer 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> at JPY11,000 per share, an 18.9% premium to the last close.</li>
<li>The offer is preconditioned on several regulatory approvals. It is scheduled to start on 4 April, even if the Board does not recommend it. </li>
<li>The Board has three options: engage to facilitate a friendly offer, find a white knight bidder and launch an ambitious MTM plan to thwart the offer. </li>
</ul>



Nidec Corp (6594 JP) announced a hostile preconditional tender offer for Makino Milling Machine Co (6135 JP) at JPY11,000 per share, an 18.9% premium to the last close.
The offer is preconditioned on several regulatory approvals. It is scheduled to start on 4 April, even if the Board does not recommend it. 
The Board has three options: engage to facilitate a friendly offer, find a white knight bidder and launch an ambitious MTM plan to thwart the offer. 


Makino Milling Machine (6135 JP): Nidec’s (6594 JP) Hostile Preconditional Tender Offer at JPY11,000

Travis Lundy

<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

Chilled & Frozen Logistics Holdings / Event-Driven

Chilled & Frozen Logistics Holdings (9099 JP)

<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)

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)

(Mostly) Asia-Pac M&A: Makino, Henlius, GAPack, Nec Networks, Suntec REIT, VCredit, Pentamaster

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

Makino Milling Machine (6135 JP): Nidec’s (6594 JP) Hostile Preconditional Tender Offer at JPY11,000

The Board has three options: engage to facilitate a friendly offer, find a white knight bidder and launch an ambitious MTM plan to thwart the offer.

Arun George

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

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(Mostly) Asia-Pac M&A: Makino, Henlius, GAPack, Nec Networks, Suntec REIT, VCredit, Pentamaster

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

Makino Milling Machine (6135 JP): Nidec’s (6594 JP) Hostile Preconditional Tender Offer at JPY11,000

The Board has three options: engage to facilitate a friendly offer, find a white knight bidder and launch an ambitious MTM plan to thwart the offer.

Arun George

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