Event-Driven

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.

NWD (17 HK): Markets Pricing In A Bust

0.052x P/B! That’s New World Development (17 HK)‘s current trailing P/B ratio; roughly a quarter of the next comparable real estate peer.
What’s new? The latest decline followed an announcement on the 30th May that it would defer payments on its perpetual bonds.
NWD’s 6.15% and 4.8% perpetuals fell to 23 cents and 15.5 cents on the dollar on 2nd June, suggesting the market is pricing in the possibility of a bust.

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preconditional tender offer from MBK Partners at JPY11,751, a 4.8% premium to last close and a 6.8% premium to Nidec’s withdrawn JPY11,000 offer.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.

PointsBet (PBH AU): Mixi Returns with a Revised Offer and a Potential Takeover Offer

PointsBet Holdings (PBH AU) has disclosed a revised Mixi Inc (2121 JP) offer at A$1.20, a 13.2% premium to the previous A$1.06 offer and a 10.6% premium to last close.
Due to Betr’s 19.9% stake, which can effectively block Mixi’s scheme, Mixi will consider an off-market takeover offer of A$1.20 with a 50.1% minimum acceptance condition.
Mixi’s revised offer is superior to Betr’s if synergies are not factored in. While the Betr’s all-cash offer is equivalent to Mixi’s, it is subject to scale-back.

PointsBet (PBH AU): MIXI Bumps To A$1.20. Betr’s DD Continues

Back on the 26th Feb, PointsBet (PBH AU), an Australian/Canadian online wagering platform, entered into a Scheme Implementation Deed with MIXI (2121 JP), at $1.06/share, a 27.7% premium to undisturbed.
An approach from BETR Entertainment (BBT AU), PointsBet’s key rival, was initially rebuffed. On the 12th May, both parties subsequently entered into mutual due diligence after Betr finagled terms.
MIXI has now bumped terms to A$1.20/share. The Scheme Meeting has been delayed to the 25th June. DD continues to be carried out by PointsBet and Betr.

This Friday’s RBI Decision: Nifty Bank Slips Either Way, History Suggests

By Gaudenz Schneider

The Reserve Bank of India (RBI) will announce its monetary policy decision on Friday, June 6, 2025. Market consensus expects a rate cut to 5.75%.
Analysis of the NSE Nifty Bank Index over the past decade shows consistent negative returns on rate decision days when a cut is expected—regardless of whether the cut is delivered.
This Insight highlights actionable insights for traders by revealing historical patterns in the Nifty Bank Index’s behavior on RBI rate decision days and breaking down market reactions by scenario.

State Bank of India (SBIN IN): Reserve Bank of India Day Patterns Offer a Tactical Trade Setup

By Gaudenz Schneider

The Reserve Bank of India (RBI) will announce its monetary policy decision on Friday, June 6, 2025. Market consensus expects a rate cut to 5.75%.
Analysis of the State Bank Of India (SBIN IN) over the past decade shows mostly negative returns on rate decision days when a cut is expected.
This Insight highlights actionable insights for traders by revealing historical patterns in the State Bank Of India’s behavior on RBI rate decision days and breaking down price dynamics by scenario.

Current Active Quick Pitches: Mergers, Liquidations, Tender Offers, and More

Naturgy Energy Group plans to repurchase 9% of shares at €26.5/share, with an odd-lot priority rule.
Assura is involved in a potential bidding war with two credible bidders, offering free optionality on further bids.
VH Global Energy Infrastructure announced a 3-year asset realization plan, trading at a 35% discount to NAV.

Exploring Active Portfolio Ideas: SPACs, Asset Sales, Company Sales and More

Renatus Tactical Acquisition, a SPAC targeting crypto/blockchain, shows 3% return with capped downside at 15%, potential speculative inflows.
Wanda Hotel Development’s asset sale exceeds market cap, plans capital return, 20% upside; Lifeway Foods sale to Danone expected.
Liquidia’s FDA-approved Yutrepia drug targets significant market share, 100%+ upside; Currency Exchange International’s FX Payments segment shows high growth.

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Jun 03

Daily Brief Event-Driven: ESR (1821 HK): A Shareholder Register Look-Through and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

ESR (1821 HK): A Shareholder Register Look-Through
[Japan Activism] Pasona Group (2168 JP) – Three New Things Of Mixed Importance
HD Hyundai: Will It Increase Ownership Stake In HD Korea Shipbuilding & Offshore Engineering?
Brickworks (BKW AU)/Soul Patts (SOL AU): An Attractive Merger to Unwind the Cross-Shareholding
PBR 0.8x Law — What Is It, and Why Might It Spark a Classic Post-Election Korea Momentum Trade?
Assura Attracts Bidding War Potential: KKR and PHP Compete Amid Strategic Synergies and Market Dynamics
An Update on Samsung Electronics Chairman Lee Jae-Yong and His Family Members’ Inheritance Taxes
Selected European HoldCos and DLC: May 2025 Report
Weekly Update (FTV, NLOP, STRZ, RAL)
Naturgy’s Share Repurchase: Potential €200+ Gain with Spanish Odd-Lot Tender Offer Priority Rule

ESR (1821 HK): A Shareholder Register Look-Through

Today, I was the first analyst to gain access to ESR (1821 HK)‘s lesser-known shareholder register, a byproduct of investigative disclosure reports under s329 of the Securities and Futures Ordinance.
This is the same register discussed in Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM and L’Occitane (973 HK): Who Owns What, And When
It is also used by proxy solicitors. My takeaway, still, is that this Offer is a done deal. But yes; there are a few shareholder activists lurking in the register.

[Japan Activism] Pasona Group (2168 JP) – Three New Things Of Mixed Importance

Pasona Group (2168 JP) is a “value stock.” It has loads of cash (but less than you think) and significant ongoing governance issues, but they are doing a TINY buyback.
Several weeks ago we got an announcement which was odd. Not completely odd, just odd. Now in the past week we have market activity/announcements which make one wonder.
This piece attempts to interpret some of the recent data/info points. One is odd. Another is odd but meaningful (but different than people think). A third is just technical.

HD Hyundai: Will It Increase Ownership Stake In HD Korea Shipbuilding & Offshore Engineering?

By Douglas Kim

There has been an increasing speculation of HD Hyundai increasing its stake in HD Korea Shipbuilding & Offshore Engineering (HD KSOE) in 2025.
There are two main reasons why HD Hyundai could increase its stake in HD KSOE.
They include HD KSOE contributing higher percentage of dividend income and continued full-fledged recovery of the operating profits of the HD HHI and HD Hyundai Mipo.

Brickworks (BKW AU)/Soul Patts (SOL AU): An Attractive Merger to Unwind the Cross-Shareholding

Brickworks Ltd (BKW AU) entered a combination deed with Washington H. Soul Pattinson and Co. Ltd (SOL AU). A newly-capitalised ASX-listed company (TopCo) will merge Brickworks and Soul Patts.
The scheme vote is low risk as both Brickworks and Soul Patts shareholders will support the merger, which provides an elegant solution to unwind the cross-shareholdings.
Investor support for the transaction seems strong, as evidenced by the A$550 million commitments for TopCo at a stingy NIL discount to the SOL last close price.

PBR 0.8x Law — What Is It, and Why Might It Spark a Classic Post-Election Korea Momentum Trade?

Listed companies trading below 0.8x P/B may be taxed like unlisted ones—based on book value, with a floor set at 80% of NAV regardless of calculated valuation.
Momentum is spreading beyond holdcos, with local desks eyeing low-PBR, high treasury share names. Attached is an Excel with Q1 PBRs and Q4 treasury ratios for all listed stocks.
We could target direct succession names like SK Inc. or go broader, screening by treasury share % and P/B discount—likely the preferred route given Korea’s post-election momentum playbook.

Assura Attracts Bidding War Potential: KKR and PHP Compete Amid Strategic Synergies and Market Dynamics

Assura is involved in a potential bidding war with KKR and PHP, both having made acquisition offers.
KKR’s offer is 49.4p/share, while PHP’s revised offer is 0.3769 PHP shares plus 12.5p/share in cash.
Glazer increased its stake in Assura to 2.9%, indicating expectations of a bidding war with minimal downside.

An Update on Samsung Electronics Chairman Lee Jae-Yong and His Family Members’ Inheritance Taxes

By Douglas Kim

This insight provides an update on the inheritance tax payment requirement by the Samsung Electronics Chairman Lee Jae-Yong and his family members.
Lee Jae-Yong has a final installment of 480 billion won in inheritance taxes to be paid in April 2026.
Once Lee makes the final inheritance tax payment next year, he can start to reinvest his dividend income in various Samsung Group affiliates including Samsung C&T.

Selected European HoldCos and DLC: May 2025 Report

Discounts to NAV of covered holdcos mainly widened during May. Coverage of CF Alba is discontinued following delisting.
Discounts (30 May): GBL, 37.9% (vs 35.3%, 2 May); Heineken Holding, 12.5% (vs. 12.3%); Industrivärden C, 9.6% (vs. 9.1%); Investor B, 9.6% (vs. 5.8%); Porsche Automobile Holding, 29.5% (vs. 29.2%);
Rio DLC 22.2% (vs. 25.8%); Vivendi 45% (vs. 46%). What seems interesting: Heineken Holding, vs. Heineken, Porsche SE vs. listed assets and Rio DLC (long RIO LN/short RIO AU).

Weekly Update (FTV, NLOP, STRZ, RAL)

By Richard Howe

Fortive (FTV) will spin off 100% of Ralliant on June 28, 2025.
Ralliant will trade under the ticker RAL. When issued trading will begin on June 25th. Ralliant will host an investor day on June 10, 2025.
Ralliant (Precision Technologies) will be a $2.2B revenue company (2024) focused on Test & Measurement and Sensors & Safety Systems.

Naturgy’s Share Repurchase: Potential €200+ Gain with Spanish Odd-Lot Tender Offer Priority Rule

Naturgy’s tender offer allows repurchase of 9% shares at €26.5/share, with a priority for small accounts.
Spanish regulators approved the tender; odd-lot priority rule may set threshold around 400 shares for priority.
Linear distribution allocates 25% of shares equally; excess distributed proportionally, affecting shareholder participation outcomes.

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Jun 02

Daily Brief Event-Driven: [Japan Buyback] Leopalace (8848 JP) – A Giant Buyback To Get Fortress Partially Out and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan Buyback] Leopalace (8848 JP) – A Giant Buyback To Get Fortress Partially Out
[Japan Buybacks] – Buybacks Announced 26-30 May 2025 And Company Buyback History
Soul Patts & Brickworks: Index Impact of A$14bn Merger
Merger Arb Mondays (02 June) – Seven & I, SBI Sumishin, Shibaura, Mayne, ENN Energy, HKBN, Zeekr
Soul Patts/Brickworks To Unwind Circularity
(Mostly) Asia M&A, May 2025 Wrap: NTT Data, ZEEKR, MAC Copper, Torii, Mitsu. Shokuhin, SBI Sumishin
Nifty 50 and the RBI Rate Decision: History Has a Pattern
[Alert] Buy Net Lease Office Properties (NLOP)
Renatus Tactical Acquisition Corp I: SPAC with Crypto Focus and Trump-Linked Management

[Japan Buyback] Leopalace (8848 JP) – A Giant Buyback To Get Fortress Partially Out

Leopalace21 Corp (8848 JP) had a giant oopsie in 2018-2021 where they lost ¥180bn over three years because of defective construction requiring repairs.
Murakami and others got involved. Leopalace got financing from FIG (shares/SARs/loan), Murakami bailed. Eventually Hikari Tsushin got in. Leopalace got FIG out of their loan, doing a refi through Mizuho.
Cash was up, cashflow is strong. Business is changed/revived. Now Leopalace is buying back SARs it sold to FIG. FIG will still own 26%. The future is potentially interesting. Still.

[Japan Buybacks] – Buybacks Announced 26-30 May 2025 And Company Buyback History

Buybacks in Japan are becoming a much greater driver of shareholder return than in previous years. The total amount of buybacks announced just during the March-end earnings season cleared ¥7trln.
Quiddity has developed a buyback tool which tracks Japanese buybacks and the buyback history for any given company. Isuzu Motors (7202 JP) announced a big post-Offering buyback this week.
Want to see how Isuzu has executed buybacks the past decade? Daily data? % volume? You can check here for any of the 21 companies which announced buybacks this week.

Soul Patts & Brickworks: Index Impact of A$14bn Merger

By Brian Freitas

Washington H. Soul Pattinson (SOL AU) and Brickworks Ltd (BKW AU) have executed a binding Combination Deed to implement an A$14bn merger that simplifies the company structure by eliminating crossholdings.
The merger ratio is a good one for Brickworks Ltd (BKW AU) shareholders and the benefits to both sets of shareholders should see the merger approved.
There will be large passive buying in Washington H. Soul Pattinson (SOL AU) from global and local index trackers and that could lead to short covering.

Merger Arb Mondays (02 June) – Seven & I, SBI Sumishin, Shibaura, Mayne, ENN Energy, HKBN, Zeekr

We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: Mayne Pharma (MYX AU), Insignia Financial (IFL AU), ENN Energy (2688 HK), Seven & I Holdings (3382 JP), Smartpay Holdings (SPY NZ), Smart Share Global (EM US).
Lowest spreads: Bright Smart Securities And (1428 HK), Dada Nexus (DADA US), Spartan Resources (SPR AU), Nissin Corp (9066 JP), Torii Pharmaceutical (4551 JP), Nippon Road (1884 JP).

Soul Patts/Brickworks To Unwind Circularity

The cross-shareholding between Washington H. Soul Pattinson (SOL AU) (Soul Patts) and Brickworks Ltd (BKW AU) was established in 1969 to defend the companies from the corporate raiders.
Perpetual pursued a case in the Federal Court of Australia, alleging that the cross-shareholding was oppressive to minority shareholders; however the claim was dismissed in 2017.
Today, via inter-conditional Schemes, the circularity is set to be unwound through a merger. Soul Patts currently owns 43.3% in Brickworks, and Brickworks 26% in Soul Patts.

(Mostly) Asia M&A, May 2025 Wrap: NTT Data, ZEEKR, MAC Copper, Torii, Mitsu. Shokuhin, SBI Sumishin

For May 2025, 13 new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$27bn.
The average premium for the new transactions announced (or first discussed) in May was ~28%, with a year-to-date average of 49%.
The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.

Nifty 50 and the RBI Rate Decision: History Has a Pattern

By Gaudenz Schneider

The Reserve Bank of India (RBI) is set to announce a monetary policy decision on Friday, 6 June 2025.
Market Expectations: The consensus anticipates a 25-basis-point rate cut, lowering the rate from currently 6.00% to 5.75%. Historically, one in four RBI rate decisions is a surprise to the market.
This Insight investigates past market behavior during comparable RBI policy announcements, unearthing a surprising statistic about how the Nifty 50 might react to June’s decision, regardless of the outcome.

[Alert] Buy Net Lease Office Properties (NLOP)

By Richard Howe

I thought I had missed NLOP. But a conversation at the Berkshire Hathaway annual meeting convinced me to take another look.
I told a friend that I “was pissed that I missed NLOP.” He said, “You haven’t missed it. All recourse debt has been paid off and the company is about to start paying dividends.”
So I made a decision to revisit NLOP with a fresh perspective.

Renatus Tactical Acquisition Corp I: SPAC with Crypto Focus and Trump-Linked Management

Renatus Tactical Acquisition Corp I (RTAC) is a SPAC targeting crypto/blockchain with a $240m IPO, led by Trump Media executives.
RTAC units include one share and half a warrant, with a trust value of $10.025/share, trading above trust value.
RTAC’s sponsor sold 1.5m shares and 0.7m warrants post-IPO at $2.45/unit, below IPO price.

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Jun 01

Daily Brief Event-Driven: [Japan CorpGov] TSE “Mgmt Conscious” Reports (Jun25) and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan CorpGov] TSE “Mgmt Conscious” Reports (Jun25), Minor Updates
A/H Premium Tracker (To 30 May 2025): Narrow Premia Hs Worst Performers, BYD Relents
(Mostly) Asia-Pac M&A: MAC Copper, SBI Sumishin Net Bank, Taiyo, HKBN, Welcia/Tsuruha, Amara
Naturgy Self-Tender: Arbitrage with Strategic Upside and Free-Float Catalyst
Last Week in Event SPACE: Makino Milling Machine, Nufarm, Dic Corp, HKBN
Weekly Deals Digest (01 Jun) – Makino, SBI Sumishin, Taiyo, ENN Energy, HKBN, Meilan, Foshan Haitian
HK Connect SOUTHBOUND Flows (To 30 May 2025); Volumes OK, Big Net Buying on SOEs/Financials

[Japan CorpGov] TSE “Mgmt Conscious” Reports (Jun25), Minor Updates

TSE-Listed companies are asked to file “Management Conscious of Capital Cost/Stock Price” awareness reports/policies. Many have. Some are still working on it. And policies change, and CGR reports are updated.
286 new CGRs filed since 1-May-25. Our tools show every report, links to every document, and a diff file tool. Input a name, see the changes in the reports.
The JPX Council of Experts met on 22 April. Mgmt Conscious updates came this month. Parent-sub follow-ups in Fall/Winter 2025. Slow. ‘Going Private’ policy is under public comment now.

A/H Premium Tracker (To 30 May 2025): Narrow Premia Hs Worst Performers, BYD Relents

AH spreads are slightly narrower, but performance is concentrated in fewer names and broad spread volatility is up. BYD (1211 HK) back down nearly 3%. CATL 10% through still.
Sharp skew on H-vs-A performance this week. Those trading AH Premium <20% saw H underperform sharply. Those in the 40-100% AH Premium range saw H outperform. Quiddity Portfolio alpha strong.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

(Mostly) Asia-Pac M&A: MAC Copper, SBI Sumishin Net Bank, Taiyo, HKBN, Welcia/Tsuruha, Amara

I tally 44 – mostly firm, mostly Asia-Pac – arb transactions currently being discussed and analysed on Smartkarma.
Two new deal were discussed on Smartkarma this week: Offers for MAC Copper (MAC AU)and SBI Sumishin Net Bank (7163 JP). Taiyo Holdings (4626 JP) possibly in the crosshairs.
Key updates/news took place on: HKBN Ltd (1310 HK), Makino Milling Machine Co (6135 JP), Welcia Holdings (3141 JP)/Tsuruha Holdings (3391 JP), and Amara Holdings (AMA SP).

Naturgy Self-Tender: Arbitrage with Strategic Upside and Free-Float Catalyst

Shareholder-Backed self-OPA at €26.50 targets 9.08% of capital with high proration likely.
Offers a structured arbitrage setup with limited downside and defined exit timeline.
Post-Deal float expansion to >21% boosts liquidity, index prospects, and dividend appeal.

Last Week in Event SPACE: Makino Milling Machine, Nufarm, Dic Corp, HKBN

MBK has made a legally binding bid for Makino Milling Machine Co (6135 JP). Stay long if you still hold or buy the dip. Buy at under ¥11,200.
Given the share price decline, Nufarm (NUF AU)‘s board is under pressure to do “something”. Nufarm would be better off selling its entire operations, as opposed to offloading divisions.
Dic Corp (4631 JP) is (also) under pressure from activist Oasis Management. Buy large dips rather than chase another day of a big gain.

Weekly Deals Digest (01 Jun) – Makino, SBI Sumishin, Taiyo, ENN Energy, HKBN, Meilan, Foshan Haitian

A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
ECM developments: Foshan Haitian Flavouring & Food (603288 CH) has filed its PHIP for an H Share listing to raise US$1 billion.
Event-Driven developments: Makino Milling Machine Co (6135 JP), SBI Sumishin Net Bank (7163 JP), Taiyo Holdings (4626 JP), ENN Energy (2688 HK), HKBN Ltd (1310 HK).

HK Connect SOUTHBOUND Flows (To 30 May 2025); Volumes OK, Big Net Buying on SOEs/Financials

Gross SOUTHBOUND volumes back below US$12bn a day this past week, but net buying was nearly US$700mm a day, which was decent.
Among the top buys as a percentage of volume, FINANCIALS, ENERGY, TELECOMS stand out, dramatically. Among top sells, it is CONSUMER and INFO TECH dominating the top 20. Again.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

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May 31

Daily Brief Event-Driven: Japanese Neobanks: Time to Short Rakuten Bank (TSE: 5838) and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Japanese Neobanks: Time to Short Rakuten Bank (TSE: 5838)
Certainty Vs. Upside: Navigating the Assura-KKR-PHP Showdown

Japanese Neobanks: Time to Short Rakuten Bank (TSE: 5838)

By Victor Galliano

We believe that the recently announced offer by NTT Docomo for SBI Sumishin Netbank is attractive for Netbank shareholders; this brings the Japanese neobanks into the valuation spotlight
There is a modest long arbitrage opportunity in SBI Sumishin Netbank based on its 30th May closing price, but the bigger opportunity, in our view, is shorting Rakuten Bank
Seven Bank is of potential M&A interest, according to the Japanese financial press; despite the speculative boost to Seven shares and its PBV, Rakuten Bank valuations look relatively very stretched

Certainty Vs. Upside: Navigating the Assura-KKR-PHP Showdown

Assura draws competing offers: KKR offers 49.4p cash per share, while PHP counters with a 50.53p blend of cash and stock, sparking a rare UK healthcare REIT bidding war.
With pro forma LTV below 50% and strong interest coverage, PHP can raise its cash component by 2–3p/share without losing investment-grade status; PUSU deadline looms 14 June.
Arbitrage investors can go long Assura and hedge PHP exposure via CFDs at a 0.3769 ratio, isolating deal spread upside while managing market risk.

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May 30

Daily Brief Event-Driven: [Japan M&A] NTT To Buy Out SBI Sumishin Net Bank (7163) At a HUGE Price for Minorities and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] NTT To Buy Out SBI Sumishin Net Bank (7163) At a HUGE Price for Minorities
[Quiddity Index] GMO (9449) Sub GMO Financial Gate (4051) Moves to TOPIX
SBI Sumishin Net Bank (7163 JP): NTT’s (9432 JP) JPY4,900 Tender Offer a Done Deal
Alpha Accumulation: UniCredit’s Strategic Wedge in Greek Banking

[Japan M&A] NTT To Buy Out SBI Sumishin Net Bank (7163) At a HUGE Price for Minorities

Late Nov-2024, SBI Sumishin Net Bank (7163 JP) was trading ¥2,900, weekly mag Bunshun scooped a possible NTT Docomo deal. The stock popped, I was skeptical. It popped more.
At Q3 earnings, NTT seemed to downplay the possibility saying they wouldn’t overpay. SBI Sumshin fell. Then fell some more.
Today we get a deal whereby NTT buys out SBI Holdings (8473 JP)‘s 34% stake, and minorities, and partners with Sumitomo Mitsui Trust. Then a side deal with SBI.

[Quiddity Index] GMO (9449) Sub GMO Financial Gate (4051) Moves to TOPIX

Today after the close, GMO Internet Group (9449 JP) subsidiary GMO Payment Gateway (3769 JP) announced its subsidiary GMO Financial Gate (4051 JP) would move to TSE Prime 5 June.
That means it moves to TOPIX at the close of trading 30 July 2025.
This growth stock appears to have “de-growthed” somewhat in stock price terms – trading near its IPO price from covid era, so it is worth a look.

SBI Sumishin Net Bank (7163 JP): NTT’s (9432 JP) JPY4,900 Tender Offer a Done Deal

SBI Sumishin Net Bank (7163 JP) has recommended a tender offer from NTT (Nippon Telegraph & Telephone) (9432 JP) at JPY4,900 per share, a 23.0% premium to the last close.
Irrevocables from the two largest shareholders, representing a 68.38% ownership ratio, ensure a done deal as it exceeds the required 66.67% ownership ratio to pass the EGM share consolidation vote.
The offer is attractive compared to historical trading ranges and peer multiples. The tender offer runs from 30 May to 10 July (30 business days).

Alpha Accumulation: UniCredit’s Strategic Wedge in Greek Banking

Strategic Investment with High Returns: UniCredit’s acquisition of a 9.7% stake in Alpha Bank at a forward P/E of 7.5x, compared to UniCredit’s 8.8x, offers a non-dilutive, high-return investment opportunity.
Optionality for Control: UniCredit has signaled it will seek regulatory approval to raise its Alpha stake to 29.9%, enhancing strategic influence and potentially paving the way for future M&A integration.
Options strategy: Investors can consider a long call spread strategy on Alpha Bank’s stock, leveraging potential upside from UniCredit’s increased stake while limiting downside risk through defined strike prices.

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May 29

Daily Brief Event-Driven: [Japan Activism/M&A] Taiyo Holdings (4626) Now an MBO Target? KKR and One More Bidding and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan Activism/M&A] Taiyo Holdings (4626) Now an MBO Target? KKR and One More Bidding
MAC Copper (MAC AU/MTAL US): Harmony Makes A Move
Taiyo Holdings (4626 JP): Privatisation Interest as Oasis Agitates
Nufarm (NUF AU): Seed Sale Or Full Takeover – Something May Have To Give
Steel Resolve: Nippon’s Deal Gains Traction Amid Regulatory Reforging
Getting a Clear Read on the Samsung Life Play to Flip into a Financial Holding Co
Cabinet Clause: Political Hurdles in BBVA’s Takeover of Sabadell
Amara (AMA SP): Trading At Terms. Will Be Suspended At Offer Close. Tender/Sell – Or Avoid
ENRG Trust’s Asset Realisation Plan: 50%+ Upside Potential with Diversified Portfolio

[Japan Activism/M&A] Taiyo Holdings (4626) Now an MBO Target? KKR and One More Bidding

Taiyo Holdings (4626 JP) has an interesting background, embroiled in a separate activist event via its equity affiliate sponsor Dic Corp (4631 JP), and recently an activist target itself.
Today a Bloomberg article said KKR and one other PE fund had made acquisition proposals via TOB. Taiyo confirmed, establishing a Special Committee. A deal is months away, at earliest.
Shares shot up to limit up, opened briefly, then resumed at limit up. The question here and now is valuation.

MAC Copper (MAC AU/MTAL US): Harmony Makes A Move

Dual-Listed MAC Copper (MAC AU/MTAL US), a NSW copper miner, has entered into a Scheme Implementation Deed with Johannesburg-based Harmony Gold Mining (HAR SJ).
Harmony is offering A$18.93/share (US$12.25/share), a 20.7% premium to last close, or a A$1.6bn/US$1.03bn value. The A$ consideration pivots off the USD/AUD exchange rate. The Offer requires FIRB signing off.
The Offer has the unanimous backing of both boards, and also has the backing from shareholders holding 20.1% of shares out. Implementation is October/November. This may need more gruel.

Taiyo Holdings (4626 JP): Privatisation Interest as Oasis Agitates

Taiyo Holdings (4626 JP) shares were up 19.1% based on a Bloomberg report that it received privatisation proposals from KKR and Nippon Sangyo Suishin Kiko.
Taiyo confirmed that it has received privatisation offers. The Board would view privatisation as a solution to rid itself of Oasis, which has recently waged an activist campaign.
At the last close price of JPY6,230, Oasis would be up 45.9% on its highest price of JPY4,720. My analysis suggests that an offer around JPY7,000 can be justified.

Nufarm (NUF AU): Seed Sale Or Full Takeover – Something May Have To Give

Nufarm (NUF AU), an agricultural chemical company , is down ~40% since it announced a 39.5% decline in 1H25 profit. The share price is at the lowest level since Covid.
Concurrent with this results, Nufarm announced a review of its seed technology ops. Reportedly Advanta, BP – amongst others- are vying for the est. A$900mn business.
Elsewhere, it is being reported that key shareholders recommend the Nufarm board explore a full takeover.

Steel Resolve: Nippon’s Deal Gains Traction Amid Regulatory Reforging

Nippon Steel proposes binding governance safeguards, including a U.S. CEO, majority-U.S. board, and a “golden share” for U.S. veto power on strategic decisions.
USW union opposition remains vocal, but Trump’s political pivot reframes the deal as a domestic partnership, easing labor and nationalist concerns.
Antitrust risk is low due to limited overlap; CFIUS clearance remains the key regulatory hurdle, with approval possible by late July or early August.

Getting a Clear Read on the Samsung Life Play to Flip into a Financial Holding Co

Samsung C&T must give up control of Samsung Life if it goes holdco—market expects a spin-off to form a new financial holdco to retain group structure.
Rerating momentum is building as Samsung C&T and Life gain from governance and credibility boosts, with the BioLogics spin-off hinting at early, proactive restructuring moves by the group.
Locals focus on Samsung C&T and Life for momentum trades, sidelining BioLogics; this trend will likely intensify post-June 3 election, shaping key market dynamics to watch.

Cabinet Clause: Political Hurdles in BBVA’s Takeover of Sabadell

The BBVA-Sabadell takeover deal has been elevated to the Council of Ministers for review, making political risk central despite both EU and CNMC’s (antitrust) clearance.
Spanish government’s minority status makes it vulnerable to Catalan pressure opposing the deal.
Gross spread of -6.2% signals market skepticism or expectation of a sweetened offer.

Amara (AMA SP): Trading At Terms. Will Be Suspended At Offer Close. Tender/Sell – Or Avoid

Back on the 28 April, Amara (AMA SP), a property/hotel play, announced a best-and-final conditional S$0.895/share Offer, a 27% to undisturbed and a lifetime high, from the controlling Teo family.
This was the Family’s second attempt to take Amara private after its November 2023 best-and-final unconditional Offer at S$0.60/share as discussed in Amara (AMA SP): Teo Family’s Lifetime High Offer.
The Offeree circ is now out. The IFA says fair & reasonable. The Offer closes on the 10th June – no extension. The Offer is unconditional in all respects.

ENRG Trust’s Asset Realisation Plan: 50%+ Upside Potential with Diversified Portfolio

ENRG trust trades at ~35% discount to NAV, with a 10% dividend yield and a 3-year asset realisation plan.
Largest assets include a US terminal storage asset, Brazilian hydropower plant, UK gas power station, and Australian PV farms.
Portfolio has 80% contracted revenues for 15 years, low gearing at 6.5%, and a 6.5x EV/EBITDA multiple.

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May 28

Daily Brief Event-Driven: [Japan M&A] Makino Milling (6135) – MBK as White Knight Appears To Have Made a Binding Bid and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] Makino Milling (6135) – MBK as White Knight Appears To Have Made a Binding Bid
Makino Milling Machine (6135 JP): Relief as a White Knight Bidder Surfaces
StubWorld: First Pacific (142 HK) Looking Stretched
ORIX JREIT (8954) Sponsor To Buy Units – Looks Minor, It’s Bigger
Seven & I Holdings (3382 JP): Wait and Hope
HYBE to Sell Its 9.4% Stake in SM Entertainment to Tencent Music in a Block Deal Sale

[Japan M&A] Makino Milling (6135) – MBK as White Knight Appears To Have Made a Binding Bid

In December, Nidec Corp (6594 JP) made an unsolicited bid for Makino Milling Machine Co (6135 JP). Makino wanted more time. Nidec wanted to squeeze. Makino proposed a poison pill.
Makino appeared to act slowly but white knight bidders were mooted in the media. Nidec launched, but apparently approvals may have been hard. They withdrew. Makino cancelled the poison pill.
Shares fell sharply. Yesterday, they rose because it appears Effissimo owns 3%. Today, we got news post-close that MBK may be close to making an ¥11,000+ bid.

Makino Milling Machine (6135 JP): Relief as a White Knight Bidder Surfaces

In response to a Nikkei article, Makino Milling Machine Co (6135 JP) confirmed it had received a legally binding acquisition proposal from MBK Partners.
The price is expected to exceed Nidec Corp (6594 JP) JPY11,000 hostile offer. On 8 May, Nidec withdrew its offer due to the Board’s proposed countermeasures.
My analysis suggests that MBK’s white knight bid could be JPY11,677 per share, 13.7% higher than the last close price of JPY10,270.

StubWorld: First Pacific (142 HK) Looking Stretched

Via 49.9%-held MPIC, First Pacific Co (142 HK) is spinning off Maynilad, a provider of water and wastewater services in the Greater Manila Area, on the Philippine Stock Exchange
Maynilad will tentatively have a market cap of US$2.7bn. Other key investors include DMCI Holdings (DMC PM) and Marubeni Corp (8002 JP). Listing is expected in July.
I see First Pac’s discount to NAV at ~30%, around its narrowest level in a decade.

ORIX JREIT (8954) Sponsor To Buy Units – Looks Minor, It’s Bigger

It has been a sport of the J-REITs the past 18-24mos to buy back their units at well under PNAV 1.0x and to have sponsor entities up their stakes.
The goal? Get valuation to PNAV1+ so they can, in good faith, get the REIT to buy assets with an equity raise. Below PNAV1 would work with a rights offering.
Now the Orix JREIT Inc (8954 JP) has announced it will triple its small holding. Meaningful portion of ADV, more meaningful portion of MRWF.

Seven & I Holdings (3382 JP): Wait and Hope

The Seven & I Holdings (3382 JP) AGM was a vote of confidence in the Board’s strategy of pursuing two parallel paths to generate value.
The Board’s management initiatives are steadily being implemented, but have yet to deliver shareholder value. Since they were announced, the share price has modestly outperformed the Nikkei 225.
7&I and Couche Tard signed an NDA but a viable divestiture plan to gain US regulatory approval remains in doubt, particularly as PE has emerged as the likely bidder.

HYBE to Sell Its 9.4% Stake in SM Entertainment to Tencent Music in a Block Deal Sale

By Douglas Kim

On 27 May, HYBE announced that it will sell its 9.4% in S.M.Entertainment (2.21 million shares) for about 243 billion won (US$145 million) to Tencent Music Entertainment.
HYBE’s sale of its stake in SM Entertainment is expected to take place on Friday (30 May) after the market close through an after hours block deal trade.
The block deal sale of SM Entertainment by HYBE to Tencent is likely to have a negative impact on SM Entertainment’s shares mainly due to large share price discount (15.3%).

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May 27

Daily Brief Event-Driven: [Japan Activism/M&A] – Shareholders Approve Tsuruha/Welcia Merger – Now It’s Partial Offer+Synergies and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan Activism/M&A] – Shareholders Approve Tsuruha/Welcia Merger – Now It’s Partial Offer+Synergies
[Japan Activism] The Upcoming Fuji Media AGM Stoush – Foreigners Vs Voting Right Limits
Soundwill (878 HK): Thoughts On The Latest Scheme Fail
A/H Premium Tracker (To 23 May 2025): AH Premia Contract, H Premia Names Perform Best; Batteries!
Forged in Politics: Nippon’s $55 Bid for X Heats Up Again
NIFTY Index Outlook (With an Eye on Zomato’s Passive Selling Starting…)
Connect SOUTHBOUND Flows (To 23 May 2025); Volumes OK, Telecoms & Banks Bought, Tech & Consumer Sold
LS Marine Solution’s Rights Deal Is Serving up a Pretty Rare Arbitrage Hunting Ground
SSI Weekly Newsletter: Strategic Reviews, Merger Arbitrage, Tender Offers, and Portfolio Updates
Weekly Update (GTX, HAVAS, LION, SNRE, MDT)

[Japan Activism/M&A] – Shareholders Approve Tsuruha/Welcia Merger – Now It’s Partial Offer+Synergies

This morning the Nikkei reported shareholders of Welcia Holdings (3141 JP) and Tsuruha Holdings (3391 JP) approved their Merger. Activists opposed but it was going to be close at best.
As expected, Welcia shares popped, and the spread converged to 2% with Tsuruha falling back to just below ¥11,400. Some of this is unwind of speculative interest in Tsuruha.
The new yuhos are out, which shows roughly where we stand (as of end-Feb, and some updates). Now the trade is NEWCO vs Aeon’s interest and NEWCO vs World.

[Japan Activism] The Upcoming Fuji Media AGM Stoush – Foreigners Vs Voting Right Limits

Fuji Media Holdings (4676 JP) has for years been “undervalued” and owned by value-oriented actively-managed fund managers. Under-used real estate and IP assets. Lack of governance regarding capital.
A Shukan Bunshun article in Dec-2024 reported a former boy band SMAP member and Fuji TV regular made a big payment to an unidentified woman after a June 2023 “incident.”
Fuji TV hemmed and hawed about its involvement. Advertisers bolted. Activists activisted. The chairman resigned. Now Major Activist Dalton has a director slate for the AGM. What Next?

Soundwill (878 HK): Thoughts On The Latest Scheme Fail

After Goldlion (533 HK)‘s spectacular Scheme fail, Soundwill (878 HK) appeared destined to be the next failure as shares dipped hard ahead of the Scheme vote. And fail it did.
Just like for Goldlion, Soundwill’s Offer was clearly light. The counter-argument was that terms were, arguably, as good as it gets. And no competing Offer would emerge. Minorities voiced otherwise.
Hong Kong has been the proverbial graveyard for arb deals of late. However, in a positive sense, minorities in Goldlion and Soundwill simply rejected opportunistic Offers.

A/H Premium Tracker (To 23 May 2025): AH Premia Contract, H Premia Names Perform Best; Batteries!

AH spreads are slightly narrower, but performance is concentrated in fewer names and broad spread volatility is up. BYD (1211 HK) now 5% through. CATL 10% through will help.
It feels like there were some concentrated shorts on H vs A. BYD performance on CATL and Hang Seng upweight/inclusion exacerbate the issue. CATL H less liquid than people think.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

Forged in Politics: Nippon’s $55 Bid for X Heats Up Again

Trump’s endorsement removes the political overhang, reigniting momentum for Nippon Steel’s $55/share all-cash offer.
Implied EV/EBITDA of 8.94x reflects ~$2–3B in strategic synergies over standalone valuation.
11.59% annualized return offers attractive arbitrage upside with manageable regulatory and execution risk.

NIFTY Index Outlook (With an Eye on Zomato’s Passive Selling Starting…)

By Nico Rosti

As reported by Brian Freitas , one of the NIFTY Index (NIFTY INDEX) ‘s component (Zomato: Eternal (ETERNAL IN) ) will be subject to big passive selling beginning on Tuesday.
Let’s have a look at the NIFTY Index (NIFTY INDEX) to evaluate the tactical outlook according to our model.
Since our last BUY recommendation in a previous insight in early May, the index has made some progress uptrending, let’s see if the rally can continue…

Connect SOUTHBOUND Flows (To 23 May 2025); Volumes OK, Telecoms & Banks Bought, Tech & Consumer Sold

Gross SOUTHBOUND volumes back below HK$100bn a day this past week, but net buying was nearly HK$19bn, which is decent.
Among the top buys as a percentage of volume, FINANCIALS and TELECOMS stand out, dramatically. Among top sells, it is CONSUMER and INFO TECH dominating the top 20.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

LS Marine Solution’s Rights Deal Is Serving up a Pretty Rare Arbitrage Hunting Ground

This raise stands out with a near-60% issuance ratio—fat rights per share make pre-positioning before ex-date a compelling trade with solid pickup potential.
LS Cable holds 66.75% and has been steadily upping its stake—likely all-in on this raise, which adds serious anchor support and puts a strong floor under the rights.
Skip chasing rights—this setup favors buying shares pre–ex-rights, where the embedded rights value likely beats the ex-day drop, making it a clean trade.

SSI Weekly Newsletter: Strategic Reviews, Merger Arbitrage, Tender Offers, and Portfolio Updates

Elevation Oncology (ELEV) is undergoing a strategic review after discontinuing its lead program, with potential 14–42% upside.
Mayne Pharma (MYX:AX) faces merger arbitrage challenges due to Cosette Pharmaceuticals’ Material Adverse Change claims, trading at a 35% discount.
Air Canada (AC:TO) offers a tender with odd-lot provision, repurchasing shares at C$18.50 – C$21.00, with potential upside.

Weekly Update (GTX, HAVAS, LION, SNRE, MDT)

By Richard Howe

I sold Garrett Motion (GTX). Nothing against GTX as the stock still looks cheap at 6.6x FCF and 6.6x EBITDA.
But it’s been incredibly strong, and I don’t quite understand why.
Further, PE owners Oaktree, Centerbridge and Cyrus, were planning to sell 17MM shares in a secondary offering (looks like the secondary is being pulled).

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May 26

Daily Brief Event-Driven: Horizon Robotics (9660 HK): Southbound Stock Connect Inclusion Today & Upcoming Index Flows and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Horizon Robotics (9660 HK): Southbound Stock Connect Inclusion Today & Upcoming Index Flows
Tsuruha (3391 JP)/Welcia (3141 JP): Vote Musings
Weekly Deals Digest (25 May) – Toyota Industries, Shibaura, ESR, Soundwill, Mayne Pharma, GMO
Merger Arb Mondays (26 May) – Mayne, Seven & I, Shibaura, Welcia/Tsuruha, Nissin, ESR, Dickson
Zomato/Eternal: The BIG Passive Selling Starts
Clarifying a Few Points of Confusion Surrounding the Samsung Biologics Spin-Off
Underwriting Returns: A Risk Arb Look at Helvetia-Baloise

Horizon Robotics (9660 HK): Southbound Stock Connect Inclusion Today & Upcoming Index Flows

By Brian Freitas

Horizon Robotics (9660 HK) will be added to Southbound Stock Connect from the start of trading today. Then there will be passive buying at the close on 20 June.
The lock up expiry in April will result in large buying from trackers of the Hang Seng TECH Index (HSTECH INDEX) and HSIII Index in September.
The stock will also be added to another large global index, though the timing on inclusion is not certain at the moment.

Tsuruha (3391 JP)/Welcia (3141 JP): Vote Musings

Leading proxies recommend that Tsuruha Holdings (3391 JP) shareholders vote against the Tsuruha/Welcia Holdings (3141 JP) merger on 26 May.
The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha vote will be close but likely to be approved. Long Tsuruha is the trade, irrespective of the vote.
For a vote pass, you are long synergies and a likely partial offer bump. For a fail, you are long an undemanding multiple and the optionality of a new bid.

Weekly Deals Digest (25 May) – Toyota Industries, Shibaura, ESR, Soundwill, Mayne Pharma, GMO

A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
ECM developments: GMO Internet (4784 JP) secondary offering of 91.7 million shares, worth around US$1.9 billion.
Event-Driven developments: Toyota Industries (6201 JP), Shibaura Electronics (6957 JP), ESR Group (1821 HK), Soundwill Holdings (878 HK), Mayne Pharma (MYX AU), Gold Road Resources (GOR AU).

Merger Arb Mondays (26 May) – Mayne, Seven & I, Shibaura, Welcia/Tsuruha, Nissin, ESR, Dickson

We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: Mayne Pharma (MYX AU), Insignia Financial (IFL AU), ENN Energy (2688 HK), Seven & I Holdings (3382 JP), Smartpay Holdings (SPY NZ), ZEEKR (ZK US).
Lowest spreads: Bright Smart Securities And (1428 HK), Dada Nexus (DADA US), Amara Holdings (AMA SP), Nissin Corp (9066 JP), Avjennings Ltd (AVJ AU), SLB Development (SLB SP).

Zomato/Eternal: The BIG Passive Selling Starts

By Brian Freitas

Following shareholder approval of the proposal to reduce the Foreign Ownership Limit from 100% to 49.5%, NSDL has updated the FOL. This starts the process of passive selling in Zomato.
Passives will sell US$350m at the close on Tuesday. There is a low probability of more selling later in the week. There will be bigger selling in August.
The size of the selling in August and beyond will depend on what foreign investors do in the stock till the end of June. Watch the red flag/ breach list.

Clarifying a Few Points of Confusion Surrounding the Samsung Biologics Spin-Off

Will the newly listed spinco also IPO Samsung Bioepis? That’s a textbook ECO — and could spark shareholder value dilution concerns, regulatory pushback, or even a potential KRX block.
The 8% dip looks tied to IPO fears around Bioepis. If Samsung hard-locks its no-IPO stance and FSS signs off, a near-term bounce in Biologics could be in play.
Post-Listing, watch for Samsung C&T to shift exposure—potentially boosting the surviving company’s value while capping the spinco. Sets up a compelling relative-value trade worth positioning for.

Underwriting Returns: A Risk Arb Look at Helvetia-Baloise