Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<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.

<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.

<ul>
<li>Overnight, NHK and Nikkei reported that the Deposit Insurance Corporation of Japan is leaning towards voting AGAINST the Poison Pill in the Shinsei EGM Thursday.</li>
<li>Given SBI has 20.32% of the vote and the DICJ has 23.31%, that would make passage of the Poison Pill defence more likely to fail. </li>
<li>Investors should be looking at what could happen if the vote fails. </li>
</ul>


Overnight, NHK and Nikkei reported that the Deposit Insurance Corporation of Japan is leaning towards voting AGAINST the Poison Pill in the Shinsei EGM Thursday.
Given SBI has 20.32% of the vote and the DICJ has 23.31%, that would make passage of the Poison Pill defence more likely to fail. 
Investors should be looking at what could happen if the vote fails. 


Shinsei EGM:  Govt May Vote AGAINST But Could Shinsei Rig The Vote?

<ul>
<li>On 17 November, <a href="https://www.smartkarma.com/entities/tokyo-kikai-seisakusho-ltd" target="_blank" data-smartkarma-citation="entities:15295:1" rel="noopener">Tokyo Kikai Seisakusho (6335 JP)</a> announced an agreement with ADC to hold off on issuing the rights against an ADC pledge to not call an EGM.</li>
<li>On 18 November, the Supreme Court handed down its rejection of the <a href="https://www.smartkarma.com/entities/asia-development-capital-co-ltd" target="_blank" data-smartkarma-citation="entities:5545:1" rel="noopener">Asia Development Capital (9318 JP)</a> appeals.</li>
<li>The immediate hostility is dialled back, the stalemate is extended. Every buyer from now on is a potential bagholder.</li>
</ul>


On 17 November, Tokyo Kikai Seisakusho (6335 JP) announced an agreement with ADC to hold off on issuing the rights against an ADC pledge to not call an EGM.
On 18 November, the Supreme Court handed down its rejection of the Asia Development Capital (9318 JP) appeals.
The immediate hostility is dialled back, the stalemate is extended. Every buyer from now on is a potential bagholder.


Tokyo Kikai Seisakusho (6335) Court Approved Poison Pill Stalemate Extended (Means Selling)

A bit over a week ago on 22 October, <a href="https://www.smartkarma.com/entities/tokyo-kikai-seisakusho-ltd" target="_blank" data-smartkarma-citation="entities:15295:1" rel="noopener">Tokyo Kikai Seisakusho (6335 JP)</a> held its EGM to have shareholders vote on its Poison Pill designed to limit the expansion of voting rights of its major shareholder <a href="https://www.smartkarma.com/entities/asia-development-capital-co-ltd" target="_blank" data-smartkarma-citation="entities:5545:1" rel="noopener">Asia Development Capital (9318 JP)</a> ("ADC") and its affiliated funds (but not specifically including any other shareholders who may or may not be acting in a highly correlated manner). The Shareholder Approval of the Poison Pill was discussed in <a href="https://www.smartkarma.com/insights/tokyo-kikai-seisakusho-6335-court-approves-poison-pill" target="_blank" data-smartkarma-citation="insights:59400" rel="noopener">Tokyo Kikai Seisakusho (6335) - Shareholders Approve Poison Pill</a>. The shareholder vote announcement at the time did not provide results, but later that night, ADC <a href="http://www.asiadevelop.com/wp-content/uploads/2021/10/a650bad5079f7074791163b02b4dedf5.pdf" target="_blank" rel="noopener">announced</a> that it objected to the fact that its votes had not been counted, and noted that had its votes been counted, it the combination of its votes and the other objectors would have defeated the Poison Pill. Because of the treatment of the major shareholder, it meant that this would definitely end up being decided by the Tokyo District Court last week, then likely appealed. But we knew that beforehand.That's where it went a little weird. While at first glance it appears as if the Tokyo District Court decision sets a terrible precedent (it does), one could imagine there may be legal ramifications if the Tokyo District Court decision is upheld in higher courts.

A bit over a week ago on 22 October, Tokyo Kikai Seisakusho (6335 JP) held its EGM to have shareholders vote on its Poison Pill designed to limit the expansion of voting rights of its major shareholder Asia Development Capital (9318 JP) ("ADC") and its affiliated funds (but not specifically including any other shareholders who may or may not be acting in a highly correlated manner). The Shareholder Approval of the Poison Pill was discussed in Tokyo Kikai Seisakusho (6335) - Shareholders Approve Poison Pill. The shareholder vote announcement at the time did not provide results, but later that night, ADC announced that it objected to the fact that its votes had not been counted, and noted that had its votes been counted, it the combination of its votes and the other objectors would have defeated the Poison Pill. Because of the treatment of the major shareholder, it meant that this would definitely end up being decided by the Tokyo District Court last week, then likely appealed. But we knew that beforehand.That's where it went a little weird. While at first glance it appears as if the Tokyo District Court decision sets a terrible precedent (it does), one could imagine there may be legal ramifications if the Tokyo District Court decision is upheld in higher courts.

Tokyo Kikai Seisakusho (6335) - Poison Pill Approval Appealed and Possible Silver Linings

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.

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Tokyo Kikai Seisakusho (6335 JP)

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

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

Shinsei EGM: Govt May Vote AGAINST But Could Shinsei Rig The Vote?

The news overnight (on what is a national holiday) is that the DICJ is leaning towards "not voting FOR" the Shinsei Poison Pill. That doesn't mean...

Travis Lundy

Tokyo Kikai Seisakusho (6335) Court Approved Poison Pill Stalemate Extended (Means Selling)

TKS extended the stalemate on condition ADC sell down. The Supreme Court dismissed ADC's objections. The Poison Pill is now suspended, not...

Travis Lundy

Tokyo Kikai Seisakusho (6335) - Poison Pill Approval Appealed and Possible Silver Linings

10 days ago, a majority of uninterested parties approved TKS' poison pill. The problem? "Interested Parties" is not a thing in the Companies Act....

Travis Lundy

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