Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>In March 2022, Infroneer bid ¥770. The Board said "too low" but then accepted. A month later, YFO offered ¥1,000. Too high, bad owner, not accepted. </li>
<li>Summer 2023 after a year of palm to the face for YFO, the Board was partly spilled. YFO bid ¥1,255/share and the Board said the premium was too low. </li>
<li>Now, the Board has accepted a bid from Taisei at a roughly similar premium. But the price is ¥1,750/share. Infroneer and YFO have agreed to sell. Minorities win... -ish</li>
</ul>


In March 2022, Infroneer bid ¥770. The Board said "too low" but then accepted. A month later, YFO offered ¥1,000. Too high, bad owner, not accepted. 
Summer 2023 after a year of palm to the face for YFO, the Board was partly spilled. YFO bid ¥1,255/share and the Board said the premium was too low. 
Now, the Board has accepted a bid from Taisei at a roughly similar premium. But the price is ¥1,750/share. Infroneer and YFO have agreed to sell. Minorities win... -ish


[Japan M&A] Taisei Corp To Take Toyo Construction (1890 JP) Private - Governance Torture Ends

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/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> has recommended a tender offer from <a href="https://www.smartkarma.com/entities/taisei-corp" target="_blank" data-smartkarma-citation="entities:7896:1" rel="noopener">Taisei Corp (1801 JP)</a> at JPY1,750, a 6.4% premium to the last close of JPY1,644.</li>
<li>Unusually, Taisei has set the lower limit of the tender plus irrevocables at a 55.43% ownership ratio, below the two-thirds EGM share consolidation vote threshold.</li>
<li>Despite the low premium, this is a done deal due to irrevocables from the two previous competing bidders (<a href="https://www.smartkarma.com/entities/infroneer-holdings-inc" target="_blank" data-smartkarma-citation="entities:35785:1" rel="noopener">INFRONEER Holdings (5076 JP)</a>, YFO), who are also the two largest shareholders. </li>
</ul>



Toyo Construction (1890 JP) has recommended a tender offer from Taisei Corp (1801 JP) at JPY1,750, a 6.4% premium to the last close of JPY1,644.
Unusually, Taisei has set the lower limit of the tender plus irrevocables at a 55.43% ownership ratio, below the two-thirds EGM share consolidation vote threshold.
Despite the low premium, this is a done deal due to irrevocables from the two previous competing bidders (INFRONEER Holdings (5076 JP), YFO), who are also the two largest shareholders. 


Toyo Construction (1890 JP): Taisei (1801 JP)’s Bittersweet Tender Offer

<ul>
<li>In April there was a story suggesting Toyota Group would buy out <a href="https://www.smartkarma.com/entities/toyota-industries-corp" target="_blank" data-smartkarma-citation="entities:4500:1" rel="noopener">Toyota Industries (6201 JP)</a>. In June, they announced a deal. It was a BAD DEAL.  </li>
<li>The price was low, but it was BAD governance because it was the WRONG DEAL. TICO's Board declared a valuation fair for a deal not announced, ignoring the ACTUAL DEAL.</li>
<li>The valuation? Assumed no changes to the business. Actual deal? Sell 90+% of net assets driving 50% of net income, buy back 24+% of shares at discount. </li>
</ul>


In April there was a story suggesting Toyota Group would buy out Toyota Industries (6201 JP). In June, they announced a deal. It was a BAD DEAL.  
The price was low, but it was BAD governance because it was the WRONG DEAL. TICO's Board declared a valuation fair for a deal not announced, ignoring the ACTUAL DEAL.
The valuation? Assumed no changes to the business. Actual deal? Sell 90+% of net assets driving 50% of net income, buy back 24+% of shares at discount. 


[Japan M&A] Toyota Inds (6201) - Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+

David Blennerhassett

<ul>
<li>I tally 40 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma.</li>
<li>Three new deals were discussed on Smartkarma this week: <a href="https://www.smartkarma.com/entities/seven-west-media-ltd" target="_blank" data-smartkarma-citation="entities:804:1" rel="noopener">Seven West Media (SWM AU)</a>'s, <a href="https://www.smartkarma.com/entities/mitsubishi-logisnext-co-ltd" target="_blank" data-smartkarma-citation="entities:11662:1" rel="noopener">Mitsubishi Logisnext Co., Ltd. (7105 JP)</a>, and <a href="https://www.smartkarma.com/entities/spindex-industries-ltd" target="_blank" data-smartkarma-citation="entities:17868:1" rel="noopener">Spindex Industries (SPE SP)</a>.</li>
<li>Key updates/news took place on <a href="https://www.smartkarma.com/entities/renew-energy-global-plc" target="_blank" data-smartkarma-citation="entities:37038:1" rel="noopener">ReNew Energy Global (RNW US)</a>, <a href="https://www.smartkarma.com/entities/soft99-corp" target="_blank" data-smartkarma-citation="entities:18486:1" rel="noopener">Soft99 Corp (4464 JP)</a>, and <a href="https://www.smartkarma.com/entities/carenet-inc" target="_blank" data-smartkarma-citation="entities:4001:1" rel="noopener">Carenet Inc (2150 JP)</a>.</li>
</ul>


I tally 40 - mostly firm, mostly Asia-Pac - arb transactions currently being discussed and analysed on Smartkarma.
Three new deals were discussed on Smartkarma this week: Seven West Media (SWM AU)'s, Mitsubishi Logisnext Co., Ltd. (7105 JP), and Spindex Industries (SPE SP).
Key updates/news took place on ReNew Energy Global (RNW US), Soft99 Corp (4464 JP), and Carenet Inc (2150 JP).


(Mostly) Asia-Pac M&A: Soft99, Seven West Media, ReNew Energy Global, Spindex Industries

Hangzhou Kangji Medical Instrument Co., Ltd. / Event-Driven

Hangzhou Kangji Medical Instrument Co., Ltd.

<ul>
<li>For Sep 2025, nine new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of only ~US$3bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in September was ~56%, with a year-to-date average of ~48%.</li>
<li>The average premiums for transactions in 2024 (129 transactions), 2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.</li>
</ul>


For Sep 2025, nine new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of only ~US$3bn.
The average premium for the new transactions announced (or first discussed) in September was ~56%, with a year-to-date average of ~48%.
The average premiums for transactions in 2024 (129 transactions), 2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.


(Mostly) Asia M&A, Sep 2025 Wrap: ReNew Energy Global, Digital Hold., Mandom, Paramount Bed, Spindex

Japan

TOYO CONSTRUCTION CO., LTD. performs marine civil engineering works. The Company provides reclamation and ground improvement works. Toyo Construction also constructs infrastructure such as water purification systems.  The Company builds commercial and institutional buildings, operating real estate businesses.

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Toyo Construction (1890 JP)

[Japan M&A] Taisei Corp To Take Toyo Construction (1890 JP) Private - Governance Torture Ends

Taisei Corp takes out Toyo Construction. Both suitors who bid in the past four years have agreed to sell. This is likely to get done, but the...

Travis Lundy