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

Japan Specialist

Mark Chadwick

Thematic (Sector/Industry)

<ul>
<li>OVERSEAS. SPX +1.1% rebounds on Tech and Consumer led rally post strong housing, consumer confidence numbers; AI led names back strong after recent profit taking; China Primier says more stimulus</li>
<li>JAPAN. NKY Futs +0.8% vs Cash; USDJPY 144.1;  Speculation grows on MoF Yen intervention as Japan appoints official who led last years intervention; Nintendo Family Office prevails over Toyo Construction</li>
<li>NUGGET. KEPCO(9503) formed a 50-50 JV with US DataCenter specialist CyrusOne. Will look to get 900MW over then next 10 years.  Could be significant future earnings driver for KEPCO.</li>
</ul>


OVERSEAS. SPX +1.1% rebounds on Tech and Consumer led rally post strong housing, consumer confidence numbers; AI led names back strong after recent profit taking; China Primier says more stimulus
JAPAN. NKY Futs +0.8% vs Cash; USDJPY 144.1;  Speculation grows on MoF Yen intervention as Japan appoints official who led last years intervention; Nintendo Family Office prevails over Toyo Construction
NUGGET. KEPCO(9503) formed a 50-50 JV with US DataCenter specialist CyrusOne. Will look to get 900MW over then next 10 years.  Could be significant future earnings driver for KEPCO.


Ohayo Japan|SPX Rebounds on Raft of Good News; NUGGET: KEPCO(9503)-Nuke Restarts, Next Datacenters

<ul>
<li>The fact <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> is only 4+% through terms is an indication investors are unconvinced blocking this deal gets a good governance result. That's bad. </li>
<li>Remember TICO+Toyota Group were already unwinding cross-holdings. The original docs said they'd agreed. I doubt they un-agree. The transaction WITH buybacks WITHOUT takeover (or restructuring) has a BVPS of ¥28,855.</li>
<li>If the benefits of uplift are shared with Toyota and all Crossholders, they receive an extra ¥385bn and ¥159bn and post-deal minority BVPS is "just" ¥25,549. Best outcome? Deal break.</li>
</ul>


The fact Toyota Industries (6201 JP) is only 4+% through terms is an indication investors are unconvinced blocking this deal gets a good governance result. That's bad. 
Remember TICO+Toyota Group were already unwinding cross-holdings. The original docs said they'd agreed. I doubt they un-agree. The transaction WITH buybacks WITHOUT takeover (or restructuring) has a BVPS of ¥28,855.
If the benefits of uplift are shared with Toyota and all Crossholders, they receive an extra ¥385bn and ¥159bn and post-deal minority BVPS is "just" ¥25,549. Best outcome? Deal break.


[Japan M&A/Activism] Toyota RE Deal for Toyota Industries (6201 JP) Last Looks

<ul>
<li>This morning, Elliott made its case to interested investors, explaining much of its presentation and the possible choices investors face. TF's average buy price is &lt;¥18,000. Q3 BVPS likely ¥20k+.</li>
<li>But of course, realtime BVPS is higher, and transaction structure BVPS comes out near ¥24k. This is too cheap. Still. </li>
<li>Post-Close today, BidCo said "[The TOB Price] is the best possible price that reflects the intrinsic value of [TICO]". That tells me and many others, Bidco isn't the right buyer. </li>
</ul>


This morning, Elliott made its case to interested investors, explaining much of its presentation and the possible choices investors face. TF's average buy price is &lt;¥18,000. Q3 BVPS likely ¥20k+.
But of course, realtime BVPS is higher, and transaction structure BVPS comes out near ¥24k. This is too cheap. Still. 
Post-Close today, BidCo said "[The TOB Price] is the best possible price that reflects the intrinsic value of [TICO]". That tells me and many others, Bidco isn't the right buyer. 


[Japan M&A/Activism] Toyota RE Says No Bump for Toyota Inds (6201) Part III - Elliott Makes Its Case

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