Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Yesterday 9 November, Aso Corp announced a Partial Tender Offer to buy 1,329,180 shares of <a href="https://www.smartkarma.com/entities/tohto-suisan-co-ltd" target="_blank" data-smartkarma-citation="entities:7524:1" rel="noopener">Tohto Suisan (8038 JP)</a> or up to 3,979,580 shares. This partial offer is slightly confusing.The premium is low at +9% or so. The document states the acquirer intends to keep the stock listed, but the "intended" share purchase quantity is 100% of the minority. And while it states there is no intention to delist the company, the document notes there is no upper bound so that if enough people tender, there is a clear explanation of what conditions might allow the Exchange to delist the company, and under those circumstances, the company would be delisted. There is a section proposing that if "in the unlikely event" it gets to that level, the Acquirer would conduct a tachiaigai bunbai or other method of offering to ensure the company meets the listing criteria. But this can always be reneged upon. There is a kind of "shareholder agreement" between the Board of Tohto Suisan and Aso Corp which appears to include setting a threshold for voting rights at either 33.4% or 50.1% but not a different level (unless "appropriate"). This LOOKS easy. It is not. And if it gets done, it will not be clear why it would remain listed. More below the fold.

Yesterday 9 November, Aso Corp announced a Partial Tender Offer to buy 1,329,180 shares of Tohto Suisan (8038 JP) or up to 3,979,580 shares. This partial offer is slightly confusing.The premium is low at +9% or so. The document states the acquirer intends to keep the stock listed, but the "intended" share purchase quantity is 100% of the minority. And while it states there is no intention to delist the company, the document notes there is no upper bound so that if enough people tender, there is a clear explanation of what conditions might allow the Exchange to delist the company, and under those circumstances, the company would be delisted. There is a section proposing that if "in the unlikely event" it gets to that level, the Acquirer would conduct a tachiaigai bunbai or other method of offering to ensure the company meets the listing criteria. But this can always be reneged upon. There is a kind of "shareholder agreement" between the Board of Tohto Suisan and Aso Corp which appears to include setting a threshold for voting rights at either 33.4% or 50.1% but not a different level (unless "appropriate"). This LOOKS easy. It is not. And if it gets done, it will not be clear why it would remain listed. More below the fold.

Tohto Suisan Partial Tender Offer - A Weird Tender Which Leads To Listed Zombie-Ism

Japan

TOHTO SUISAN CO., LTD., is a wholesaler of seafood products.  The Company treats fresh and frozen fish, shellfish, and processed seafood products.  Tohto Suisan receives consignments from Nichiro Corp. and operates refrigerated warehouses and rental buildings.

Tohto Suisan Partial Tender Offer - A Weird Tender Which Leads To Listed Zombie-Ism

Aso Corp has launched a friendly partial, maybe-full, but not full Tender Offer for Tohto Suisan. It is not clear how it succeeds without...

Travis Lundy