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>
<a href="https://www.smartkarma.com/entities/outsourcing-inc" target="_blank" data-smartkarma-citation="entities:7431:1" rel="noopener">Outsourcing Inc (2427 JP)</a> has delayed the announcement of its 4QFY2023 results from 14 to 19 February as the impairment loss accounting is yet to be completed. </li>
<li>Outsourcing has a history of impairments, resulting in missed forecasts, which suggests a weak 4Q. The concern is that a weak 4Q could force Bain to trim its JPY1,755 offer. </li>
<li>
<a href="https://www.smartkarma.com/entities/temp-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1428:1" rel="noopener">Persol Holdings (2181 JP)</a> guidance cut today suggests a weak 4Q reflects near-term industry weakness rather than company-specific issues. The weak 4Q is a valuable cover to justify the less-than-stellar offer.</li>
</ul>



Outsourcing Inc (2427 JP) has delayed the announcement of its 4QFY2023 results from 14 to 19 February as the impairment loss accounting is yet to be completed. 
Outsourcing has a history of impairments, resulting in missed forecasts, which suggests a weak 4Q. The concern is that a weak 4Q could force Bain to trim its JPY1,755 offer. 

Persol Holdings (2181 JP) guidance cut today suggests a weak 4Q reflects near-term industry weakness rather than company-specific issues. The weak 4Q is a valuable cover to justify the less-than-stellar offer.


Outsourcing (2427 JP): Keep Calm or Worry About the Earnings Delay?

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Today, <a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a> announced a TOB for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> having agreed a deal with <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> to sell into a buyback.</li>
<li>Pasona will get ¥1,526/share, and having agreed, it <a href="https://www.pasonagroup.co.jp/LinkClick.aspx?fileticket=o93EYocia9U%3d&amp;tabid=100&amp;mid=460" target="_blank" rel="noopener">announced</a> the expected special profit to be booked in the FY to 31 May 2024.</li>
<li>At ¥113.6bn on a consolidated basis (¥122.3bn on parent), less ¥1.165bn of associated costs, that's ¥112.4bn at the lower end. That's ¥2,870/share. Then there's the rest of the business.</li>
</ul>


Today, Dai Ichi Life Insurance (8750 JP) announced a TOB for Benefit One Inc (2412 JP) having agreed a deal with Pasona Group (2168 JP) to sell into a buyback.
Pasona will get ¥1,526/share, and having agreed, it announced the expected special profit to be booked in the FY to 31 May 2024.
At ¥113.6bn on a consolidated basis (¥122.3bn on parent), less ¥1.165bn of associated costs, that's ¥112.4bn at the lower end. That's ¥2,870/share. Then there's the rest of the business.


Pasona (2168) - Less Wrong Than Before But How Wrong Still Depends on Nambu-San

<ul>
<li>Bain has delayed the <a href="https://www.smartkarma.com/entities/outsourcing-inc" target="_blank" data-smartkarma-citation="entities:7431:1" rel="noopener">Outsourcing Inc (2427 JP)</a> tender start from late January due to more time required to satisfy the European regulatory approval pre-condition.</li>
<li>Potential reasons for bumping are opportunistic timing, re-rating of Japanese peers, a high minority acceptance rate, and an offer below the mid-point of the IFA DCF valuation range.</li>
<li>Potential reasons for keeping terms unchanged are no activists, a 52.1% premium to the undisturbed price, and an offer still attractive compared to Japanese peers’ multiples and price ratios.  </li>
</ul>


Bain has delayed the Outsourcing Inc (2427 JP) tender start from late January due to more time required to satisfy the European regulatory approval pre-condition.
Potential reasons for bumping are opportunistic timing, re-rating of Japanese peers, a high minority acceptance rate, and an offer below the mid-point of the IFA DCF valuation range.
Potential reasons for keeping terms unchanged are no activists, a 52.1% premium to the undisturbed price, and an offer still attractive compared to Japanese peers’ multiples and price ratios.  


Outsourcing (2427 JP): Tender Start Delayed, but Does Bain Need to Bump?

<ul>
<li>
<a href="https://www.smartkarma.com/entities/outsourcing-inc" target="_blank" data-smartkarma-citation="entities:7431:1" rel="noopener">Outsourcing Inc (2427 JP)</a> has recommended a Bain-backed preconditional MBO tender offer of JPY1,755 per share, a 52.1% premium to the undisturbed (8 December). </li>
<li>The offer is light vs. peer and historical multiples and opportunistically takes advantage of the 20% price fall due to the disclosure of employment adjustment subsidies issues on 1 August. </li>
<li>Based on the irrevocables, the minimum acceptance condition requires a 61.9% minority acceptance rate. The acceptance rate could prove challenging. The tender offer is to start by late January 2024. </li>
</ul>



Outsourcing Inc (2427 JP) has recommended a Bain-backed preconditional MBO tender offer of JPY1,755 per share, a 52.1% premium to the undisturbed (8 December). 
The offer is light vs. peer and historical multiples and opportunistically takes advantage of the 20% price fall due to the disclosure of employment adjustment subsidies issues on 1 August. 
Based on the irrevocables, the minimum acceptance condition requires a 61.9% minority acceptance rate. The acceptance rate could prove challenging. The tender offer is to start by late January 2024. 


Outsourcing (2427 JP): Bain-Backed Preconditional MBO Tender Offer at JPY1,755

Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tryt-inc" target="_blank" data-smartkarma-citation="entities:39870:1" rel="noopener">Tryt Inc (9164 JP)</a> priced its IPO at JPY1,200 per share to raise gross proceeds of US$339 million. The shares will start trading on 24 July.</li>
<li>We previously discussed the IPO in <a href="https://www.smartkarma.com/insights/tryt-ipo-the-bull-case" target="_blank" data-smartkarma-citation="insights:105670" rel="noopener">TRYT IPO: The Bull Case</a>, <a href="https://www.smartkarma.com/insights/tryt-ipo-the-bear-case" target="_blank" data-smartkarma-citation="insights:105712" rel="noopener">TRYT IPO: The Bear Case</a>, <a href="https://www.smartkarma.com/insights/tryt-ipo-valuation-insights" target="_blank" data-smartkarma-citation="insights:106020" rel="noopener">TRYT IPO: Valuation Insights</a> and <a href="https://www.smartkarma.com/insights/tryt-ipo-revised-ipo-price-range-remains-unattractive" target="_blank" data-smartkarma-citation="insights:106233" rel="noopener">TRYT IPO: Revised IPO Price Range Remains Unattractive</a>. </li>
<li>The market sentiment on the sector has broadly remained unchanged since the release of the prospectus. Our analysis suggests that Tryt is, at best, fully priced at the IPO price.</li>
</ul>



Tryt Inc (9164 JP) priced its IPO at JPY1,200 per share to raise gross proceeds of US$339 million. The shares will start trading on 24 July.
We previously discussed the IPO in TRYT IPO: The Bull Case, TRYT IPO: The Bear Case, TRYT IPO: Valuation Insights and TRYT IPO: Revised IPO Price Range Remains Unattractive. 
The market sentiment on the sector has broadly remained unchanged since the release of the prospectus. Our analysis suggests that Tryt is, at best, fully priced at the IPO price.


Japan

UT Group Co., Ltd. is a holding company.  The Group specializes in semiconductor and LCD (Liquid Crystal Display) related products and provides outsourcing services to electronics manufacturers.

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UT Group Co Ltd (2146 JP)

Outsourcing (2427 JP): Keep Calm or Worry About the Earnings Delay?

Persol's guidance cut today suggests a potentially weak 4Q reflects near-term industry weakness. The ongoing impairments are a valuable cover for...

Arun George

Pasona (2168) - Less Wrong Than Before But How Wrong Still Depends on Nambu-San

Pasona will get its bundle of cash selling Benefit One. That will leave ~¥135bn of net cash against a ¥60bn match-off of prepays vs A/R vs a ¥107bn...

Travis Lundy

Outsourcing (2427 JP): Tender Start Delayed, but Does Bain Need to Bump?

Barring the emergence of an activist, Bain will likely keep the offer unchanged. The risk/reward profile is unattractive as the downside (estimated...

Arun George

Outsourcing (2427 JP): Bain-Backed Preconditional MBO Tender Offer at JPY1,755

Despite the 52% premium, the offer is light and opportunistically timed. Meeting the minimum acceptance condition could prove challenging.

Arun George

TRYT IPO: Trading Debut

The market sentiment on the sector has broadly remained unchanged since the release of the prospectus. Our analysis suggests that Tryt is, at best,...

Arun George

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