Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Equity Capital Markets

<ul>
<li>There is a Company in the Japanese automotive and industrial sector owned and controlled by a major OEM, with a merger in the cards. Terms were proposed early last June.</li>
<li>The OEM agreed to buy assets from the Company post-merger. It is injecting capital in the form of equity and pref shares. It has thrown minority investors under the bus.</li>
<li>That company is not Toyota Industries. But unlike the up-front-and-done indignity suffered by TICO shareholders, Hino’s shareholders may suffer continuing indignity. Merger incoming. Enormous overhang imminent.</li>
</ul>


There is a Company in the Japanese automotive and industrial sector owned and controlled by a major OEM, with a merger in the cards. Terms were proposed early last June.
The OEM agreed to buy assets from the Company post-merger. It is injecting capital in the form of equity and pref shares. It has thrown minority investors under the bus.
That company is not Toyota Industries. But unlike the up-front-and-done indignity suffered by TICO shareholders, Hino’s shareholders may suffer continuing indignity. Merger incoming. Enormous overhang imminent.


[Japan M&A] ARCHION (Hino+MFTBC) Merger Incoming; Still a Re-IPO, Still Rich

Expert on Japan Retail and Consumer Markets, JapanConsuming

Michael Causton

Expert on Japan Retail and Consumer Markets

Real Insight on Japanese Consumer Markets

JapanConsuming

JapanConsuming is a specialist research firm producing intelligence on Japanese retail and consumer markets. Founded in 2000, JapanConsuming has become the leading provider of insights on Japanese retailers and consumer trends to retailers, brands, government agencies and investors. As well as a highly regarded monthly report on the market, JapanConsuming produces in-depth reports on retail sectors, seminars on key trends and telephone consulting to investors on trends and retailers.

JapanConsuming was founded by Michael Causton and Roy Larke. 

Event-Driven

<ul>
<li>Tsuruha is about to absorb Welcia and together, will become a ¥2 trillion operation and far bigger than drugstore rivals. </li>
<li>This should be a winning combination given the new economies of scale, repivoted management team and national reach.</li>
<li>But there is a problem: price competition is already changing the playing field. And convenience stores are about to get serious with OTC meds.</li>
</ul>


Tsuruha is about to absorb Welcia and together, will become a ¥2 trillion operation and far bigger than drugstore rivals. 
This should be a winning combination given the new economies of scale, repivoted management team and national reach.
But there is a problem: price competition is already changing the playing field. And convenience stores are about to get serious with OTC meds.


Could Discounters Derail Tsuruha-Welcia's Ambitions?

<ul>
<li>The Tsuruha and Welcia merger before the year’s close, backed by Aeon, is targeting ¥50 billion in cost savings over three years. </li>
<li>As well as the massive economies of scale, consolidated procurement, revamped private brands and a unified points and customer‑ID strategy are central to this.</li>
<li>However, weak food offerings, legacy stores and IT complexity still threaten sustainable profit recovery as is the question of who will be in charge.</li>
</ul>


The Tsuruha and Welcia merger before the year’s close, backed by Aeon, is targeting ¥50 billion in cost savings over three years. 
As well as the massive economies of scale, consolidated procurement, revamped private brands and a unified points and customer‑ID strategy are central to this.
However, weak food offerings, legacy stores and IT complexity still threaten sustainable profit recovery as is the question of who will be in charge.


Tsuruha-Welcia: Will Scale Translate into Profit?

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/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> announced a partial tender offer from <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> at JPY2,900, a 27.2% premium over the previously stated offer price of JPY2,280.</li>
<li>Aeon will acquire a maximum (upper limit) of 43.2 million shares (9.52% ownership ratio) such that it attains a 50.90% ownership ratio. There is no lower limit. </li>
<li>The offer is above the midpoint of the IFA DCF valuation range and marginally below the JPY3,100 price Aeon paid in 2024 to acquire Oasis’ stake. </li>
</ul>



Tsuruha Holdings (3391 JP) announced a partial tender offer from Aeon Co Ltd (8267 JP) at JPY2,900, a 27.2% premium over the previously stated offer price of JPY2,280.
Aeon will acquire a maximum (upper limit) of 43.2 million shares (9.52% ownership ratio) such that it attains a 50.90% ownership ratio. There is no lower limit. 
The offer is above the midpoint of the IFA DCF valuation range and marginally below the JPY3,100 price Aeon paid in 2024 to acquire Oasis’ stake. 


Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900

<ul>
<li>Today, post-close of its first day of trading as MergeCo, <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> announced 12 different investors who had voted against the deal <a href="https://contents.xj-storage.jp/xcontents/AS70521/6d292fee/db4e/4ae0/8c87/a9cfe14bbd50/140120251201512689.pdf" target="_blank" rel="noopener">filed for dissenting shareholder share repurchase</a>.</li>
<li>This covers 27.154mm shares - a bit more than what Orbis owned when they last filed (25.5mm shs) and is just over half the AGM dissension.</li>
<li>This creates some weirdness. A 5+% buyback is strong accretion, but "fair price" is a question, and it could mean smaller tender offer quantity and larger eventual index selldowns.</li>
</ul>


Today, post-close of its first day of trading as MergeCo, Tsuruha Holdings (3391 JP) announced 12 different investors who had voted against the deal filed for dissenting shareholder share repurchase.
This covers 27.154mm shares - a bit more than what Orbis owned when they last filed (25.5mm shs) and is just over half the AGM dissension.
This creates some weirdness. A 5+% buyback is strong accretion, but "fair price" is a question, and it could mean smaller tender offer quantity and larger eventual index selldowns.


[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

Japan

WELCIA HOLDINGS CO.,LTD. is a holding company established through a merger of Welcia Kanto and Takada Pharmacy.  The Group mainly operates drug chain stores which sell medicines, health foods, cosmetics, nursery items and daily necessity goods.

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

Welcia Holdings (3141 JP)

[Japan M&A] ARCHION (Hino+MFTBC) Merger Incoming; Still a Re-IPO, Still Rich

Hino released Q3 earnings and revised guidance on 29 Jan. Looks good. Half of uplift is FX effect, still conservative. NP higher on HOTAI Motor...

Travis Lundy

Could Discounters Derail Tsuruha-Welcia's Ambitions?

Tsuruha's acquisition of Welcia creates a powerhouse in the drugstore market, but price competition poses a challenge for the new entity's success.

Michael Causton

Tsuruha-Welcia: Will Scale Translate into Profit?

Tsuruha-Welcia merger aims for ¥50 billion in savings through procurement, private brands, and stores, but faces challenges in weak food...

Michael Causton

Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900

A good result for minorities, as the offer has been bumped from JPY2,280 to JPY2,900. The offer is modestly below the JPY3,100 price Aeon paid in...

Arun George

[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

Tsuruha announced 5+% of shares asked for appraisal rights. That means a 5+% buyback at price TBD. It might be at the Tender Price. Technicals are...

Travis Lundy

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

[Japan M&A] ARCHION (Hino+MFTBC) Merger Incoming; Still a Re-IPO, Still Rich

Hino released Q3 earnings and revised guidance on 29 Jan. Looks good. Half of uplift is FX effect, still conservative. NP higher on HOTAI Motor...

Travis Lundy

Could Discounters Derail Tsuruha-Welcia's Ambitions?

​Tsuruha's acquisition of Welcia creates a powerhouse in the drugstore market, but price competition poses a challenge for the new entity's success.

Michael Causton

Tsuruha-Welcia: Will Scale Translate into Profit?

​Tsuruha-Welcia merger aims for ¥50 billion in savings through procurement, private brands, and stores, but faces challenges in weak food...

Michael Causton

Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900

A good result for minorities, as the offer has been bumped from JPY2,280 to JPY2,900. The offer is modestly below the JPY3,100 price Aeon paid in...

Arun George

[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

Tsuruha announced 5+% of shares asked for appraisal rights. That means a 5+% buyback at price TBD. It might be at the Tender Price. Technicals are...

Travis Lundy

Tsuruha's acquisition of Welcia creates a powerhouse in the drugstore market, but price competition poses a challenge for the new entity's success.

Tsuruha-Welcia merger aims for ¥50 billion in savings through procurement, private brands, and stores, but faces challenges in weak food...