This weekly newsletter pulls together summaries of the top ten most-read Insights across Event-Driven and Index Rebalance on Smartkarma.
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1. [Japan Event] DeNA (2432 JP) – BIG Buyback After Asset Sale, Commits to Better Capital Allocation
- On Friday, Nintendo (7974 JP) announced 3 banks and DeNA (2432 JP) would sell Nintendo shares in a secondary offering.
- DeNA simultaneously announced an update to “Action to Implement Management that is Conscious of Cost of Capital and Stock Price” (10Nov25). AND announced a BIG buyback and DOE policy.
- The buyback is big, but long-term, not big enough. They need more. Can do more. Shareholder structure is odd so buyback dynamics quirky. This alone is worth looking into.
2. Toyota Industries (6201 JP): Winners and Losers
- Fudosan’s offer for Toyota Industries (6201 JP) will be increased by 9.6% to JPY20,600. The offer has been declared best and final. Elliott intends to accept the offer.
- Despite 26.4% premium to the first offer, Fudosan has emerged as the winner, as it will get TICO below real-time book value and the core unlisted business at <1x EV/EBITDA.
- Elliott emerges with a sullied reputation, having accepted an offer 21% below its base-case value, not being able to reinvest in BidCo, and declining to pursue appraisal rights.
3. Dongfeng (489 HK): On VOYAH’s Imminent Spin-Off
- On the 22nd August 2025, SOE-backed Dongfeng Motor (489 HK) announced a privatisation; together with a concurrent listing of its EV arm, VOYAH.
- The two proposals are inter-conditional. Key PRC reg pre-approvals (Mofcom/NDRC/SAFE) are now all satisfied. A Composite Doc has been dispatched with an EGM (Scheme-like) vote on the 9th March.
- A basket of VOYAH peers are down 26% since the dual proposals were announced. And the peer average P/S & EV/S have dipped to 1.8x from 2.2x since the Offer.
4. [Japan M&A] TAPCO-TICO (6201) Deal VIII – Toyota Group Bumps, Elliott Agrees, STILL the Wrong Price.
- Today during market hours, Toyota Asset Preparatory Co (TAPCO) announced an amendment to its Tender Offer Registration Statement (for the Toyota Industries (6201 JP) tender) on EDINET. TDNet confirmation followed.
- TAPCO extends, and plans to bump from ¥18,800 to ¥20,600, +1.5% vs last, assuming banks agree. That’s above 31Dec25 BVPS but below real-time BVPS, and far below Transaction Structure-adjusted BVPS.
- I admit to being surprised. And disappointed. It’s admittedly Big Bumpitrage but not a “watershed moment.” TAPCO is buying TICO at <0.8x book, and the Opco for <0.15x book.
5. [Japan Event] Rakuten (4755) Fintech Group Led By Rakuten Bank (5838) Gets Bigger and Keeps 20% ROE
- On 1 April 2024, Rakuten (4755 JP) announced Rakuten Bank (5838 JP) and Rakuten Group would start talks aimed at creating a Fintech Group. I wrote this. Talks halted 6mos later.
- Back then, word was Bank was dissatisfied with the ratios. As of 25 Feb 2026, they are starting talks again as Rakuten Group sees greater bank competition as rates rise.
- This is slightly complicated. Mizuho owns 14.99% of Card, and 49% of Securities. But this can be done. And the formation leads to interesting outcomes.
6. Clearing up the Confusion Around Samsung’s March 19 Deadline for Submitting the Value-Up Disclosure
- For 2026, companies can file a simplified Value-Up disclosure, but must at least include explicit ROE and payout ratio targets to signal capital return metrics.
- Samsung’s March 19 filing, full or simplified, must include this year’s payout ratio, giving the market a clear dividend policy signal.
- Samsung’s March 19 filing will confirm payout and ROE targets, letting the market estimate net income and DPS, potentially triggering a key pivot to tighten the wide 1P discount.
7. ROHM (6963 JP): Denso’s Rumoured Tender Offer Is Light
- Nikkei reported that Denso Corp (6902 JP) is considering a tender offer for ROHM Co Ltd (6963 JP) at a valuation of around JPY1.3 trillion.
- If the rumoured valuation refers to market cap based on outstanding shares, it suggests an offer around JPY3,240, a 18.0% premium to the undisturbed price of JPY2,743.
- While marginally below the 20-year high, the rumoured offer is light when accounting for the value of Rohm’s stake in Toshiba.
8. Sunway Healthcare IPO: Global Index Inclusion in Aug/Sep; KLCI Missing
- Sunway Healthcare is looking to raise MYR 2.86bn (US$734m) in its IPO, valuing the company at MYR 16.7bn (US$4.3bn). There is a big allocation to cornerstone investors.
- Sunway Healthcare should be added to the small cap segment of the global indices with one inclusion in August and the other in September.
- Sunway Healthcare will not get Fast Entry to the Kuala Lumpur Composite Index (KLCI) and will need to move a lot higher to get inclusion at the June review.
9. Check on the Setup Suggesting Hynix Could Start ADR Moves Right After the AGM on the 25th
- SK Group leadership remains keen on a Hynix ADR, viewing SEC compliance as manageable versus rising AI-era funding needs, framing ADR as a strategic balance sheet lever.
- Hynix will use treasury shares, not new stock, for ADR. SK sees 4–5% treasury deployment as needed to pull passive flows, with cash (~₩35T) enough to fund the staged buyback.
- The buyback announcement is likely right after the AGM, with capital reserve cut prepping it, creating a near-term setup for Hynix to outperform Square.
10. Merger Arb Mondays (02 Mar) – Dongfeng, ENN, Bluescope, Humm, ClearView, Toho Titanium, Sankei, IJM
- I summarise the latest spreads and newsflow for the merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, the Philippines, Thailand, and Chinese ADRs.
- Highest spreads: Skyworth Group Limited (751 HK), Ijm Corp Bhd (IJM MK), ENN Energy (2688 HK), Bluescope Steel (BSL AU), Dongfeng Motor (489 HK), Pepper Money (PPM AU).
- Lowest spreads: Bright Smart Securities (1428 HK), Toyota Industries (6201 JP), MCJ Co Ltd (6670 JP), BioDlink International (1875 HK), Sankei Real Estate (2972 JP), Itochu Shokuhin (2692 JP).
