Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>YFO offered another <a href="https://prtimes.jp/main/html/rd/p/000000022.000071768.html" target="_blank" rel="noopener">Press Release</a> yesterday. This one outlines what they see as Corporate Governance failures and offers a NEW POLICY.</li>
<li>The Corporate Governance failures are indeed, failures. Toyo's Board has failed to be transparent with shareholders, and in not at least addressing the takeover proposal, has failed its duties.</li>
<li>NEW POLICY? Elect new independent directors <em>"capable of improving the long-term corporate value and maximizing the interests of the general shareholders."  </em>Soft war starts now.</li>
</ul>


YFO offered another Press Release yesterday. This one outlines what they see as Corporate Governance failures and offers a NEW POLICY.
The Corporate Governance failures are indeed, failures. Toyo's Board has failed to be transparent with shareholders, and in not at least addressing the takeover proposal, has failed its duties.
NEW POLICY? Elect new independent directors "capable of improving the long-term corporate value and maximizing the interests of the general shareholders."  Soft war starts now.


YFO To Take the Fight To Toyo Construction's Board

<ul>
<li>On 24 May, <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> (TC) came out fighting against Yamauchi No.10 Family Office (YFO), presenting a poison pill and accusing YFO of "extreme dishonesty" despite standstill agreement. </li>
<li>YFO presented hundreds of pages of defence, TC continued to accuse the YFO co-CIO and others of wrongdoing. To me, TC was clearly acting in bad faith. </li>
<li>After ISS and later Glass Lewis came out against TC's proposal, YFO continued to ask for the PP to be pulled, TC has finally relented. Now we wait some more.</li>
</ul>


On 24 May, Toyo Construction (1890 JP) (TC) came out fighting against Yamauchi No.10 Family Office (YFO), presenting a poison pill and accusing YFO of "extreme dishonesty" despite standstill agreement. 
YFO presented hundreds of pages of defence, TC continued to accuse the YFO co-CIO and others of wrongdoing. To me, TC was clearly acting in bad faith. 
After ISS and later Glass Lewis came out against TC's proposal, YFO continued to ask for the PP to be pulled, TC has finally relented. Now we wait some more.


Toyo Cancels Poison Pill At Last Minute - Range to the Upside

<ul>
<li>As discussed in the last insight, there was the possibility that YFO was jumping the gun. From the near 100+ pages released by <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> today, they did.</li>
<li>TC accused YFO of being "dishonest" in its attitude and actions, from the "reasons" stated in its Large Shareholder Report and market purchases to YFO's Murakami-san's previous interactions.</li>
<li>What TC doesn't yet understand is that when a company is in play, if a "market check" comes in, that's OK. Investors are not hurt by a higher bid.</li>
</ul>


As discussed in the last insight, there was the possibility that YFO was jumping the gun. From the near 100+ pages released by Toyo Construction (1890 JP) today, they did.
TC accused YFO of being "dishonest" in its attitude and actions, from the "reasons" stated in its Large Shareholder Report and market purchases to YFO's Murakami-san's previous interactions.
What TC doesn't yet understand is that when a company is in play, if a "market check" comes in, that's OK. Investors are not hurt by a higher bid.


Toyo Construction Comes Out Fighting Against YFO, But Sincerely.

Thematic (Sector/Industry)

<ul>
<li>This is part of a series of M&amp;A guides that our Quiddity* <a href="https://www.smartkarma.com/companies/quiddity-advisors/team" target="_blank" rel="noopener">team</a> is publishing to aid investors in understanding the rules, parameters, possibilities, and processes in M&amp;A. </li>
<li>They are designed to contain links to all the relevant rules, oversight entities, and provide details as to how M&amp;A is conducted and what rules apply.</li>
<li>In many of the insights on deals in specific markets and countries, these insights will be used as points of reference. </li>
</ul>


This is part of a series of M&amp;A guides that our Quiddity* team is publishing to aid investors in understanding the rules, parameters, possibilities, and processes in M&amp;A. 
They are designed to contain links to all the relevant rules, oversight entities, and provide details as to how M&amp;A is conducted and what rules apply.
In many of the insights on deals in specific markets and countries, these insights will be used as points of reference. 


<ul>
<li>Today the Osaka Supreme Court dismissed OK Corp's Permission Appeal regarding the EGM approving the <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super</a> merger with H2O subs Izumiya and Hankyu Oasis. That merger is Effective tomorrow.</li>
<li>OK Corp announced it would sell its shares in Kansai Super back to the company - as planned. </li>
<li>A disappointing ruling (especially given the TKS case) which will affect AGMs/EGMs going forward. And it means a soft share price and hard shareholder structure problem for Kansai Super near-term.</li>
</ul>


Today the Osaka Supreme Court dismissed OK Corp's Permission Appeal regarding the EGM approving the Kansai Super merger with H2O subs Izumiya and Hankyu Oasis. That merger is Effective tomorrow.
OK Corp announced it would sell its shares in Kansai Super back to the company - as planned. 
A disappointing ruling (especially given the TKS case) which will affect AGMs/EGMs going forward. And it means a soft share price and hard shareholder structure problem for Kansai Super near-term.


Kansai Super (9919) Merger OKed. OK Tender Going Nowhere. OK Going Home.

Japan

TOKYO KIKAI SEISAKUSHO, LTD. manufactures rotary offset printers for newspaper publishers.  The Company also produces Computer Aided Engineering (CAE) systems and photocomposing systems.  Tokyo Kikai Seisakusho exports to the United States through its affiliates.

Tokyo Kikai Seisakusho (6335 JP)

YFO To Take the Fight To Toyo Construction's Board

YFO has come out with another statement on Toyo Construction while Toyo remains curiously quiet. There's more detail which should distress...

Travis Lundy

Toyo Cancels Poison Pill At Last Minute - Range to the Upside

Toyo Construction - after weeks of accusations/defamation against YFO - has decided to withdraw its poison pill. That is positive, and suggests...

Travis Lundy

Toyo Construction Comes Out Fighting Against YFO, But Sincerely.

Toyo Construction yesterday laid out a case for why YFO is the bad guy. TC want to slow everything down after YFO pushed too hard. This was not...

Travis Lundy

Quiddity Japan M&A Guide 2022

The 2022 version of the Quiddity Japan M&A Guide with the rules and regulations and practices surrounding Mergers and Acquisitions in Japan as they...

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Kansai Super (9919) Merger OKed. OK Tender Going Nowhere. OK Going Home.

Kansai Super (9919)'s merger with H2O sub Izumiya and Hankyu Oasis will go through tomorrow, after the Supreme Court decided against OK Corp, who...

Travis Lundy