
In today’s briefing:
- Toyota Industries (6201 JP): After a High, Comes the Low of a Takeunder
- [Japan M&A] Toyota Inds (6201) Proposed Takeover – It Looks Bad, and It’s Worse Than It Looks
- Makino Milling Machine (6135 JP): MBK’s Preconditional Offer Is Not the Likely Endgame
- Primo Global Holdings: A Bridal Business with Long Presence, Short on Performance
- Digital Hearts Holdings (3676 JP) – Poised to Enjoy Higher Profitability
- D. Western Therapeutics Institute (DWTI) (4576 JP) – Q1 Follow-Up – June 3, 2025
- Wacom (6727 JP) – New Foundations Laid for Growth, Now for Execution
- GEO HOLDINGS (2681 JP) – FY3/25 Earnings Miss Forecasts
- Koukandekirukun (7695 JP) – Operating Profit Falls on Higher Costs
- LaKeel (4074 JP) – At a Positive Inflection Point

Toyota Industries (6201 JP): After a High, Comes the Low of a Takeunder
- Toyota Industries (6201 JP) disclosed a preconditional tender offer from Toyota Fudosan at JPY16,300, a 23.3% premium to the undisturbed price but a 11.4% discount to last close.
- While representing a pre-rumour all-time high, the offer is below the midpoint of the special committee IFA DCF valuation range. The Board has a neutral recommendation.
- The offer undermines minorities as it lacks split pricing for the Toyota Motor (7203 JP) and its affiliates’ shareholding and likely undervalues the significant real estate holdings.
[Japan M&A] Toyota Inds (6201) Proposed Takeover – It Looks Bad, and It’s Worse Than It Looks
- 2wks ago I said “a deal could be announced near-term.” 2wks later we have a deal. But it is a bad deal for TICO minorities. Low price. Minimal transparency. Awful.
- But if you dig through deal structure and economics, it is worse than it looks. It takes digging to understand how bad, and they could tell you, but they won’t.
- The deal will take time. Things will be in limbo til then. And Toyota Group governance and capital allocation is conditional on this deal getting done, which is also bad.
Makino Milling Machine (6135 JP): MBK’s Preconditional Offer Is Not the Likely Endgame
- Makino Milling Machine Co (6135 JP) announced a preconditional tender offer from MBK Partners at JPY11,751, a 4.8% premium to last close and a 6.8% premium to Nidec’s withdrawn JPY11,000 offer.
- The offer is broadly in line with the midpoint of the IFA DCF valuation range. The tender offer is expected to commence in early December.
- Despite the offer resulting from an auction, there remains a medium probability that Nidec Corp (6594 JP) or a spurned white knight bidder (Candidate A) emerges with a higher offer.
Primo Global Holdings: A Bridal Business with Long Presence, Short on Performance
- Primo Global (367A JP) will debut on the Tokyo Stock Exchange’s Standard Market on June 24, offering 6.5m shares, with pricing set after the June 9–13 book-building period.
- Despite decades in operation, Primo has shown slow domestic growth and limited international traction, raising doubts about its ability to scale meaningfully in the bridal jewelry market.
- With net debt at 50% of assets and over half its balance sheet in goodwill and intangibles, Primo faces material financial risk, especially in a rising interest rate environment.
Digital Hearts Holdings (3676 JP) – Poised to Enjoy Higher Profitability
- Q4 FY3/25 results showed OP margin improvement YoY (Q4 FY3/24 6.1%, Q4 FY3/25 6.3%) as both DH Group (formerly Entertainment) and AGEST Group (formerly Enterprise) improved margins, although consolidated OP saw a small decline (-4.1% YoY).
- DH Group’s segment OP declined (-9.9% YoY), but the segment OP margin improved (Q4 FY3/24 7.1%, Q4 FY3/25 7.3%), reflecting the sale of a low-margin subsidiary.
- AGEST Group’s segment OP increased (+8.4% YoY) with the improved segment OP margin (Q4 FY3/24 4.5%, Q4 FY3/25 5.1%) on the back of better profitability in overseas QA Solutions than Q4 FY3/24.
D. Western Therapeutics Institute (DWTI) (4576 JP) – Q1 Follow-Up – June 3, 2025
- SIR believes DWTI has entered an exciting new phase given significant advances in pipeline development achieved over the last year.
- Key advances included: 1) publishing favorable topline results of in-house H-1337 PIIb US trials (strong prospects as “first choice as a second-line Glaucoma drug”)
- 2) commenced jointly developed Japan PII clinical trials of regenerative medicine cell therapy DWR-2206 with ActualEyes, and successfully completing all transplants
Wacom (6727 JP) – New Foundations Laid for Growth, Now for Execution
- FY3/25 results were in line with revised guidance (issued April 23, 2025), with stable performance in the Technology Solutions Business, and narrowing losses YoY at the Branded Business.
- After completing business transformation efforts, the newly unveiled ‘Wacom Chapter 4’ medium-term plan covering FY3/26 to FY3/29 presents positive developments with a more defined roadmap of future earnings drivers, and outlines a gradual growth trajectory as the business diversifies into new market domains and use-cases.
- For capital allocation, planned investments in new business initiatives suggest that Wacom is considering the balance between shareholder returns and sustainable, long-term growth.
GEO HOLDINGS (2681 JP) – FY3/25 Earnings Miss Forecasts
- Q1-4 FY3/25 sales and operating profit missed forecasts, as new store openings fell behind schedule, while personnel costs and merchant fees for cashless payments rose more than expected.
- Sales fell -1.4% YoY while OP dropped -33.1% YoY. On the plus side, sales of used Smartphones & Tablets accelerated sharply, while annual gross profit and GPM improved.
- Costs are expected to weigh on earnings again in FY3/26, as the company continues to execute its global expansion strategy.
Koukandekirukun (7695 JP) – Operating Profit Falls on Higher Costs
- Q1-4 FY3/25 +36.1% YoY sales outperformed. However, although operating profit beat revised guidance, it fell 50.3% YoY, a stark contrast to the company’s initial forecast for an increase of +0.6% YoY.
- This was due to higher-than- expected costs related to M&A, internal transactions with a new subsidiary and investments to reaccelerate order growth.
- The company is forecasting FY3/26 sales growth to slow to +18.5% YoY, as it faces difficult comps from the previous year’s acquisition boost.
LaKeel (4074 JP) – At a Positive Inflection Point
- Q1 FY12/25 results were a positive surprise with OP growth of 45.5% YoY, primarily driven by LaKeel HR license sales, a stark contrast to FY12/24 results, which saw the company experience margin decline YoY and limited earnings visibility.
- With evidence indicating that the company’s technology is gaining market penetration, we believe the company is embarking on a growth trajectory.
- Despite the strong start and high run-rate, FY12/25 guidance has been left unchanged.