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.

Event-Driven

<ul>
<li>Leading proxies recommend that <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> shareholders vote against the Tsuruha/<a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> merger on 26 May.</li>
<li>The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha vote will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.  </li>
<li>For a vote pass, you are long synergies and a likely partial offer bump. For a fail, you are long an undemanding multiple and the optionality of a new bid.      </li>
</ul>


Leading proxies recommend that Tsuruha Holdings (3391 JP) shareholders vote against the Tsuruha/Welcia Holdings (3141 JP) merger on 26 May.
The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha vote will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.  
For a vote pass, you are long synergies and a likely partial offer bump. For a fail, you are long an undemanding multiple and the optionality of a new bid.      


Tsuruha (3391 JP)/Welcia (3141 JP): Vote Musings

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Glass Lewis has now joined ISS in recommending holders vote against the <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a>/<a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> merger, presumably as it relates to the ratio.</li>
<li>
<a href="https://www.smartkarma.com/entities/mayne-pharma-group-ltd" target="_blank" data-smartkarma-citation="entities:757:1" rel="noopener">Mayne Pharma (MYX AU)</a>, ASIC AND Cosette have effectively signed off on the Scheme Booklet's veracity. That should be assuring to investors. </li>
<li>
<a href="https://www.smartkarma.com/entities/canvest-environmental-protection-group-co-ltd" target="_blank" data-smartkarma-citation="entities:100:1" rel="noopener">Canvest Environmental Protection Group (1381 HK)</a>'s Scheme comfortable got up - despite a last minute hiccup - and poor governance - to adjourn the meeting.</li>
</ul>


Glass Lewis has now joined ISS in recommending holders vote against the Tsuruha Holdings (3391 JP)/Welcia Holdings (3141 JP) merger, presumably as it relates to the ratio.

Mayne Pharma (MYX AU), ASIC AND Cosette have effectively signed off on the Scheme Booklet's veracity. That should be assuring to investors. 

Canvest Environmental Protection Group (1381 HK)'s Scheme comfortable got up - despite a last minute hiccup - and poor governance - to adjourn the meeting.


Last Week in Event SPACE: Tsuruha/Welcia Merger, Mayne Pharma, Canvst, Insignia Financial

Travis Lundy

<ul>
<li>Large <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> investor Orbis Investments last month <a href="https://www.businesswire.com/news/home/20250411005584/en/Orbis-Statement-on-Proposed-Merger-Between-Tsuruha-and-Welcia-and-Proposed-Tender-Offer-by-Aeon" target="_blank" rel="noopener">said they were against</a> the Tsuruha/Welcia merger ratio. They wanted a cash takeover above Aeon's Oasis buy price from 2024.</li>
<li>Influential shareholder proxy advisor ISS has <a href="https://www.businesswire.com/news/home/20250508830782/en/Orbis-Supports-ISS-Recommendation-for-Tsuruha-Shareholders-to-Vote-Against-Welcia-Merger" target="_blank" rel="noopener">apparently come out</a> recommending shareholders vote against. That's a start, but the hard work needs to be Orbis talking to domestic passive managers.</li>
<li>Getting 90% of foreign active managers as of end-February would make it a very close-run thing, but Orbis really needs some more to show up against the ratio.</li>
</ul>


Large Tsuruha Holdings (3391 JP) investor Orbis Investments last month said they were against the Tsuruha/Welcia merger ratio. They wanted a cash takeover above Aeon's Oasis buy price from 2024.
Influential shareholder proxy advisor ISS has apparently come out recommending shareholders vote against. That's a start, but the hard work needs to be Orbis talking to domestic passive managers.
Getting 90% of foreign active managers as of end-February would make it a very close-run thing, but Orbis really needs some more to show up against the ratio.


[Japan Activism] ISS Comes Out Supporting Orbis Against Tsuruha/Welcia Merger Ratio

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a>, <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a>, and <a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> announced their deal whereby Tsuruha merges with Welcia in December, and Aeon gains control of MERGECO.</li>
<li>Orbis Investments - owner of 9.7% of shares out - complained. I think with good reason. Tsuruha is trading a little expensive to the ratio, but there's 7.5mos to go. </li>
<li>Interestingly, there's real skew on this trade. It's not overly complicated, and it is worthwhile thinking about it.</li>
</ul>



Tsuruha Holdings (3391 JP), Welcia Holdings (3141 JP), and Aeon Co Ltd (8267 JP) announced their deal whereby Tsuruha merges with Welcia in December, and Aeon gains control of MERGECO.
Orbis Investments - owner of 9.7% of shares out - complained. I think with good reason. Tsuruha is trading a little expensive to the ratio, but there's 7.5mos to go. 
Interestingly, there's real skew on this trade. It's not overly complicated, and it is worthwhile thinking about it.


The Skew in the Tsuruha-Welcia-Aeon Combination

<ul>
<li>On Friday, <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a>, <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a>, and <a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> announced the Tsuruha/Welcia merger and Partial Tender to get Aeon to 50+% of NEWCO.</li>
<li>The scrip ratio short-changes Tsuruha shareholders. The subsequent partial offer to raise Aeon's stake above 50% is low too. 9.7% shareholder Orbis is already out with a complaint.</li>
<li>But... all is not lost. There are some interesting angles here to complain. </li>
</ul>


On Friday, Tsuruha Holdings (3391 JP), Welcia Holdings (3141 JP), and Aeon Co Ltd (8267 JP) announced the Tsuruha/Welcia merger and Partial Tender to get Aeon to 50+% of NEWCO.
The scrip ratio short-changes Tsuruha shareholders. The subsequent partial offer to raise Aeon's stake above 50% is low too. 9.7% shareholder Orbis is already out with a complaint.
But... all is not lost. There are some interesting angles here to complain. 


Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

Japan

TSURUHA HOLDINGS INC. is a holding company which manages subsidiaries that operate drug stores in Hokkaido and the Tohoku area.  The Company's product line includes drugs, cosmetics, and household utensils.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Tsuruha Holdings (3391 JP)

Tsuruha (3391 JP)/Welcia (3141 JP): Vote Musings

The Tsuruha vote on 26 May will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.

Arun George

Last Week in Event SPACE: Tsuruha/Welcia Merger, Mayne Pharma, Canvst, Insignia Financial

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

[Japan Activism] ISS Comes Out Supporting Orbis Against Tsuruha/Welcia Merger Ratio

Now Glass Lewis has joined ISS in recommending holders vote against the merger. I have seen no content about WHY but I presume it is the ratio....

Travis Lundy

The Skew in the Tsuruha-Welcia-Aeon Combination

Tsuruha is trading 5+% through its merger terms with Welcia. This is probably due to the latent possibility that Orbis and/or others will mount a...

Travis Lundy

Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

The Tsuruha/Welcia/Aeon deal was announced Friday with Welcia Q2 results. Not great Bob. The Tsuruha/Welcia deal takes place well on the wrong side...

Travis Lundy

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)