Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Last autumn, Advantage Partners launched an MBO on <a href="https://www.smartkarma.com/entities/pipedo-hd-inc" target="_blank" data-smartkarma-citation="entities:26982:1" rel="noopener">Pipedo HD Inc (3919 JP)</a> where an activist/y presence threatened to be able to block it. Partway through, shares popped.</li>
<li>The MBO was unsuccessful. Now they are back, at the same price, and now they have arranged a side deal with the activist-y holder. So now it is stitched up. </li>
<li>There could easily be people unhappy with the structure of this deal, especially as book value is up 16%, and projected cashflows 8-10% higher than last time. </li>
</ul>


Last autumn, Advantage Partners launched an MBO on Pipedo HD Inc (3919 JP) where an activist/y presence threatened to be able to block it. Partway through, shares popped.
The MBO was unsuccessful. Now they are back, at the same price, and now they have arranged a side deal with the activist-y holder. So now it is stitched up. 
There could easily be people unhappy with the structure of this deal, especially as book value is up 16%, and projected cashflows 8-10% higher than last time. 


PipeDo Holdings (3919) MBO - Advantage Again, This Time It's a Stitch-Up

<ul>
<li>
<a href="https://www.smartkarma.com/entities/uniden-holdings-corp" target="_blank" data-smartkarma-citation="entities:8611:1" rel="noopener">Uniden Holdings (6815 JP)</a> is a ubiquitous manufacturer in its niche field of CBs, scanners, radar detectors, and marine radios. It used to be famous for cordless phones.</li>
<li>That was then. Manufacturing revenues dropped 90% in 20yrs, there were some weird related party transactions, an accounting scandal, and now the company is fixing itself.</li>
<li>And now value fund Cornwall Capital has launched an MBO at a [checks notes] 2.5% premium to last trade. This is going to be interesting. </li>
</ul>



Uniden Holdings (6815 JP) is a ubiquitous manufacturer in its niche field of CBs, scanners, radar detectors, and marine radios. It used to be famous for cordless phones.
That was then. Manufacturing revenues dropped 90% in 20yrs, there were some weird related party transactions, an accounting scandal, and now the company is fixing itself.
And now value fund Cornwall Capital has launched an MBO at a [checks notes] 2.5% premium to last trade. This is going to be interesting. 


Uniden (6815) MBO - Cornwall Tests Market Norms By Launching a Low-Premium MBO

Last year, 55 Japanese listed companies received shareholder proposals in the June AGM season. Of course, some of the shareholder proposals made are spurious and made for a laugh, but last year <a href="https://www.nikkei.com/article/DGXMZO60929010Z20C20A6EA1000/?s=5" target="_blank" rel="noopener">23 companies received proposals from activist investors</a>, up from 16 in June 2019.  Data collated by <a href="https://www.whitecase.com/publications/alert/japans-2020-proxy-season-results-announced" target="_blank" rel="noopener">White &amp; Case</a> in summer 2020 showed that of the 22 companies which received activist proposals (their number is different than IR Japan's), 30 proposals to those 22 companies received more than 20% of votes, and just under half (14) received 30%. Various commentators noted that for the 2020 AGM season, the impact of COVID-19 and the fact that many meetings became virtual meetings, along with the fact that the lockdowns were of unknown effect but revenue and profit impact in the year ahead was deemed to be severe, many activist shareholders which would have proposed large buybacks as a use of excess cash may have decided to temper their request. Where they did not, often the response from management was that because of the significant potential impact of covid-19 mitigation/safety/response measures, large buybacks using up significant cash (just when Japanese corporates had pulled all available cash out of credit lines) was perhaps not wise. Importantly, no measure among the activists shareholder measures last year gained 50% of the vote on that agenda item let alone two-thirds needed to achieve a change in the Articles of Incorporation. Such wins remain rare. However, as White &amp; Case points out, an item which <a href="https://www.smartkarma.com/entities/mizuho-financial-group-inc" target="_blank" data-smartkarma-citation="entities:219:1" rel="noopener">Mizuho Financial Group (8411 JP)</a> management had objected to in 2015, 2016, 2017 and was rejected (shareholder input on income allocation) but with significant support of 41%, 48%, and 43% respectively in those years was re-suggested last year by management itself where the measure received 98% approval.Sometimes these messages get through. But importantly, they are a message because shareholders send them (see <a href="https://www.smartkarma.com/insights/japan-needs-more-cowbell" target="_blank" data-smartkarma-citation="insights:41191" rel="noopener">Japan Needs More Cowbell</a> for more thoughts on the matter). The measure proposed by the activist to Mizuho was actually an individual activist named Mitsutaka YAMAGUCHI and he held 30,000 shares, giving him the right to make the proposal.*<div class="content-remarks">*The minimum criteria are that a shareholder hold 300 voting rights or 1.0% of shares outstanding for at least six months to be able to put a proposal to shareholders at an AGM. And based on a change in the Companies Act which should have gone into effect on March 1, the content for such shareholder proposals is restricted now to one of ten areas. </div>The deadline for such shareholder proposals is usually 8 weeks prior to the AGM which means in most cases for June-end AGMs, they had to be submitted by the end of April. I expect we will see a flurry of company reports of new shareholder proposals in the days ahead.This insight serves as an anchor for selected insights to follow which discuss shareholder proposals on specific companies, how to get information, and follow-up where notable, from shareholder proxy services, etc.

Last year, 55 Japanese listed companies received shareholder proposals in the June AGM season. Of course, some of the shareholder proposals made are spurious and made for a laugh, but last year 23 companies received proposals from activist investors, up from 16 in June 2019.  Data collated by White &amp; Case in summer 2020 showed that of the 22 companies which received activist proposals (their number is different than IR Japan's), 30 proposals to those 22 companies received more than 20% of votes, and just under half (14) received 30%. Various commentators noted that for the 2020 AGM season, the impact of COVID-19 and the fact that many meetings became virtual meetings, along with the fact that the lockdowns were of unknown effect but revenue and profit impact in the year ahead was deemed to be severe, many activist shareholders which would have proposed large buybacks as a use of excess cash may have decided to temper their request. Where they did not, often the response from management was that because of the significant potential impact of covid-19 mitigation/safety/response measures, large buybacks using up significant cash (just when Japanese corporates had pulled all available cash out of credit lines) was perhaps not wise. Importantly, no measure among the activists shareholder measures last year gained 50% of the vote on that agenda item let alone two-thirds needed to achieve a change in the Articles of Incorporation. Such wins remain rare. However, as White &amp; Case points out, an item which Mizuho Financial Group (8411 JP) management had objected to in 2015, 2016, 2017 and was rejected (shareholder input on income allocation) but with significant support of 41%, 48%, and 43% respectively in those years was re-suggested last year by management itself where the measure received 98% approval.Sometimes these messages get through. But importantly, they are a message because shareholders send them (see Japan Needs More Cowbell for more thoughts on the matter). The measure proposed by the activist to Mizuho was actually an individual activist named Mitsutaka YAMAGUCHI and he held 30,000 shares, giving him the right to make the proposal.**The minimum criteria are that a shareholder hold 300 voting rights or 1.0% of shares outstanding for at least six months to be able to put a proposal to shareholders at an AGM. And based on a change in the Companies Act which should have gone into effect on March 1, the content for such shareholder proposals is restricted now to one of ten areas. The deadline for such shareholder proposals is usually 8 weeks prior to the AGM which means in most cases for June-end AGMs, they had to be submitted by the end of April. I expect we will see a flurry of company reports of new shareholder proposals in the days ahead.This insight serves as an anchor for selected insights to follow which discuss shareholder proposals on specific companies, how to get information, and follow-up where notable, from shareholder proxy services, etc. 

Japan Activism:  Shareholder Proposals for the Q2 AGM Season Start Trickling In

Japan

UNIDEN HOLDINGS CORPORATION manufactures electronic equipment.  The Company's products include mobile phones, cordless telephones, satellite broadcasting receivers, scanners, and pagers.  The Company sells its products in the US, Japan, Asia, and Europe.

Uniden Holdings (6815 JP)

PipeDo Holdings (3919) MBO - Advantage Again, This Time It's a Stitch-Up

Advantage Partners launched an MBO Tender last fall which failed. This time they struck a side deal with the activist who blocked last time so now...

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Uniden (6815) was always going to be a roll-up somehow. The buyer executing it is offering a scant 2.5% premium to last. This will be a test of the...

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Japan Activism: Shareholder Proposals for the Q2 AGM Season Start Trickling In

Japan AGM season starts in earnest in mid-June but the deadline for shareholder proposals is 8 weeks prior. 8 June AGM Companies so far received...

Travis Lundy