Event-Driven

Context: On June 6, 2025, the Reserve Bank of India (RBI) unexpectedly cut interest rates by 50 basis points to 5.5%, double the anticipated 25 basis points.
The NIFTY 50 Index fluctuated initially but later stabilized at a 1.0% gain, while the NSE Nifty Bank Index rose 1.5%. At-the-money implied volatility changed little, while the skew rotated.
This Insight explains the RBI’s bold policy move, market reactions, and limitations of predictive models in navigating central bank decisions.

Last Week in Event SPACE: Toyota Indust. Great Eastern, Mayne Pharma, Shibaura Elect., New World

The value realisation of selling cross-holdings should not be contingent on selling your shares to someone else too cheaply but that is exactly what Toyota is proposing here.
OCBC is doing the right thing. Although a 17.8% bump in terms for Great Eastern Holdings (GE SP)‘s minorities is probably not enough to dislodge Palliser.
Cosette has lodged a termination notice, which Mayne Pharma (MYX AU) rejects. It’s anyone’s guess whether this saga concludes with a price cut; or Cosette walking.

(Mostly) Asia-Pac M&A: Soul Patts/ Brickworks, Spartan Resources, PointsBet, ESR Group, Tam Jai

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: the Washington H. Soul Pattinson (SOL AU) / Brickworks Ltd (BKW AU)merger; and Great Eastern Holdings (GE SP)‘s Exit Offer.
Key updates/news took place on: Spartan Resources (SPR AU), PointsBet Holdings (PBH AU), ESR Group (1821 HK), and Tam Jai International (2217 HK).

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

Jun 07

Daily Brief Event-Driven: Great Eastern (GE SP): OCBC Bumps Terms – $30.15/Share Exit Offer and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Great Eastern (GE SP): OCBC Bumps Terms – $30.15/Share Exit Offer
Glass Half Full: Arbitrage Opportunities in Verallia’s Tender Path
Top 30 Best Performing Stocks in KOSPI in Past Week and Surging Price of Samsung Life Insurance
Event-Driven Optionality in ProSieben: Playing the Floor, Targeting the Upside
Webjet Group Faces Potential Takeover Amidst Interest from BGH Capital, Helloworld, and International Giants

Great Eastern (GE SP): OCBC Bumps Terms – $30.15/Share Exit Offer

The prior Offer for Great Eastern Holdings (GE SP) closed on the 12th July 2024, with OCBC holding 93.62%. Shares have been suspended ever since. Compulsory acquisition was not afforded.
To break the deadlock, I mused in This Needs To Be Sorted: Great Eastern (GE SP)’s Protracted Suspension, that OCBC needed to come out with a improved Offer of ~S$30/share.
That has now unfolded. Minorities have the option of a S$30.15/share Exit Offer; or voting for the resumption of trading, which will be possible via the issuance of bonus shares.

Glass Half Full: Arbitrage Opportunities in Verallia’s Tender Path

BWGI’s tender offer for Verallia has secured regulatory approvals and board support. With strong financial backing and irrevocable commitments, the threshold for success is achievable but not guaranteed.
While early entrants at €27 enjoy strong arbitrage returns, recent prices near €28.14 offer minimal spread. The current trade hinges on bump potential or long-term rerating prospects.
Erallia trades at 6.3x EV/EBITDA vs. Vidrala’s 7.9x. The DCF fair value implies ~30% upside, making holding shares a credible strategy even if the offer fails or underwhelms.

Top 30 Best Performing Stocks in KOSPI in Past Week and Surging Price of Samsung Life Insurance

In this insight, we also provide a list of 30 top performing stocks in KOSPI in the past one week (in terms of price performance and trading value).
We also discuss the surging share price of Samsung Life Insurance which suggests a near-term regulation change that could require the company to partially dispose its stake in Samsung Electronics.
With Lee Jae-Myung becoming the new South Korean President, the probability of Samsung Life Insurance being forced to sell its stake in Samsung Electronics has risen much more.

Event-Driven Optionality in ProSieben: Playing the Floor, Targeting the Upside

Offer Period: Both PPF and MFE offers expire August 13, 2025, allowing shareholders to weigh competing bids. The synchronized deadline heightens pressure on MFE to respond or risk losing influence.
Options Strategy: Buying the €7.10 call offers low-cost exposure to a potential bump. With breakeven at €7.26 and decent delta, it’s a tactical way to play a revised MFE bid.
Spread Trade: A €7.10/€7.40 call spread caps risk at €0.10 and offers 3:1 reward potential. Attractive for investors expecting moderate upside without committing full premium or needing full stock exposure.

Webjet Group Faces Potential Takeover Amidst Interest from BGH Capital, Helloworld, and International Giants

BGH Capital and Garry Weiss hold an 11% stake in WJL, acquired at A$0.80/share, and submitted a rejected offer at the same price.
Helloworld increased its stake in WJL to 15%, purchasing shares at A$0.85 and A$0.89/share, and proposed a merger.
WJL suspended its share buyback program amid takeover interest, and instructed advisors to explore alternative buyers.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

Jun 06

Daily Brief Event-Driven: MBK Partners Plans to Launch a Tender Offer for Makino Milling Machine and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

MBK Partners Plans to Launch a Tender Offer for Makino Milling Machine
Tam Jai (2217 HK): Anxiety Creeps in Ahead of the Scheme Document
Accounting for Soul Patts/Brickworks’ Feedback Loop
Tam Jai (2217 HK): Toridoll (3397 JP)’s Excellent Offer. Still.
Mayne Pharma Faces Legal Challenges as Cosette Attempts to Terminate Acquisition Over Material Adverse Clause Claims
Ola Electric: Hyundai Exits Amid Slowing Sales, Delayed Cells and Fundraising Plans.
Cross-Border Capital: BAMI, Brussels, and the Battle for Banking Integration

MBK Partners Plans to Launch a Tender Offer for Makino Milling Machine

MBK Partners plans to launch a tender offer for Makino Milling Machine (6135 JP) at 11,751 yen per share by early December to take over the controlling ownership.
The key long-term investment case for Makino is that it is one of the best companies in the world for making advanced machine tools that are increasingly becoming more sophisticated.
One could make the argument that this may not the final offer and some investors may require slightly higher prices in order to make the deal final.

Tam Jai (2217 HK): Anxiety Creeps in Ahead of the Scheme Document

The spread to TORIDOLL Holdings Corporation (3397 JP)’s HK$1.58 offer for Tam Jai International (2217 HK) has risen to 9.7% ahead of the scheme document’s release.
Several readers have asked whether the Tam Jai offer will mirror the Goldlion and Soundwill deal break. The schemes share similarities but are also different in several ways.
The scheme’s vote risk has undoubtedly increased partly due to the recent 2025 results and deal breaks. This situation warrants a safety-first approach.

Accounting for Soul Patts/Brickworks’ Feedback Loop

On the 2 June, Washington H. Soul Pattinson and Co. Ltd (SOL AU) (Soul Patts) and Brickworks Ltd (BKW AU), announced that, via inter-conditional Schemes, they would collapse their circularity.
A new ASX-listed company (TopCo) would acquire all of the shares in Soul Patts and Brickworks, via the issuance of TopCo shares; 1:1 for Sout Patts, and 0.82:1 for Brickworks.
Given the cross-holding, an interesting exercise is understanding the underlying values for both Soul Patts and Brickworks.

Tam Jai (2217 HK): Toridoll (3397 JP)’s Excellent Offer. Still.

On the 17th Feb, a specialty restaurant-operator Tam Jai (2217 HK) announced an Offer, by way of a Scheme, from TORIDOLL (3397 JP) at HK$1.58/share, a 75.56% premium to undisturbed.
This should get up; but really, given the recent Soundwill Holdings (878 HK) and Goldlion Holdings (533 HK) failures, small, illiquid arbs are not the preferred haven for arb investors.
The Scheme Doc is now out, with a Court Meeting on the 30th June, and payment on or before the 26 August. The IFA (Lego Corporate) says “fair & reasonable“.

Mayne Pharma Faces Legal Challenges as Cosette Attempts to Terminate Acquisition Over Material Adverse Clause Claims

Mayne Pharma’s acquisition by Cosette Pharmaceuticals faces challenges due to claims of material adverse changes, including financial performance and litigation issues.
Australian activist fund Harvest Lane Asset Management is building a position in MYX, arguing Cosette lacks grounds to terminate the deal.
Recent developments include FDA issue resolution, countersuit against TherapeuticsMD, and potential for a modest price cut agreement.

Ola Electric: Hyundai Exits Amid Slowing Sales, Delayed Cells and Fundraising Plans.

By Devi Subhakesan

Hyundai Motor (005380 KS) and Kia Corp (000270 KS) have exited their investment in Ola Electric through a combined stake sale worth USD80 million, at a discount to market prices.
The exit marks the end of their 2019 investment in the then-unlisted 2W EV startup and highlights rising investor concerns over Ola Electric’s growth trajectory and operational challenges.
Ola Electric had listed less than a year ago with bullish growth projections, but the stock is down 34% from the issue price and 63% from post-IPO high prices.

Cross-Border Capital: BAMI, Brussels, and the Battle for Banking Integration

BAMI’s standalone upside remains compelling, trading at a discount to peers with solid capital ratios and structural re-rating catalysts, including asset management and insurance earnings now contributing more meaningfully.
The deal’s outcome hinges on golden power clearance and potential EU legal action; UniCredit’s resolve and Brussels’ support add optionality, despite headline and regulatory risk remaining high.
I see asymmetric outcomes favoring long BAMI positions or selective pair trades; timing risk is real, but downside is cushioned by valuation and sector consolidation dynamics.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

Jun 05

Daily Brief Event-Driven: Mayne Pharma (MYX AU): Twists and Turns as Cosette Chases a Get-Out-Of-Jail-Free Card and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Mayne Pharma (MYX AU): Twists and Turns as Cosette Chases a Get-Out-Of-Jail-Free Card
Spartan Resources (SPR AU): Scheme Vote on 11 July
Spartan Resources (SPR AU): 11th July Vote On Ramelius’ Offer
Underwritten and Unlisted: GCO’s Delisting Looks Inevitable
Cantor Equity Partners SPACs: Crypto-Linked Opportunities with Political Ties
Mao Geping IPO Lockup – Stock Is up 4x, US$400m Cornerstone Lockup Release
Sidara/Wood: Energy Engineering in Limbo, Value Beckons Amid Governance Fog

Mayne Pharma (MYX AU): Twists and Turns as Cosette Chases a Get-Out-Of-Jail-Free Card

Mayne Pharma (MYX AU) disclosed that Cosette served a scheme termination notice. Mayne maintains that a material adverse clause was not breached and considers the termination notice invalid.
The Cosette MAC breach claims likely hinge on establishing that forecasts provided during due diligence are materially lower than the unaudited management accounts. Precedents do not favour Mayne.
While the last close price (A$4.48) is below the undisturbed price (HK$5.41), there remains downside. My estimated deal break valuation range is A$3.26-A$4.00.

Spartan Resources (SPR AU): Scheme Vote on 11 July

The Spartan Resources (SPR AU) IE considers Ramelius Resources (RMS AU)’s offer (A$0.25 cash per share + 0.6957 RMS shares per SPR share) fair and reasonable.
The offer is conditional on SPR shareholder approval. The vote remains low-risk and is aided by irrevocables (16.87% of outstanding shares).
This is a done deal. At the last close and for a 31 July payment, the gross/annualised spread is 0.8%/5.0%.

Spartan Resources (SPR AU): 11th July Vote On Ramelius’ Offer

On the 17th March, Spartan (SPR AU) agreed to merge with Ramelius (RMS AU). The cash/scrip merger combined operations around the Mount Magnet and Dalgaranga region in Western Australia.
The implied price of A$1.78/share was a 27.5% premium to 30-day VWAP. The deal arrived after Spartan was outbid for Karora (KRR CN), and Spartan rebuffed Westgold (WGX AU)‘s approach.
The Scheme Booklet is now out, with a Scheme Meeting on the 11th July, and expected implementation on or before the 31st July. The IE (BDO) says “fair & reasonable“.

Underwritten and Unlisted: GCO’s Delisting Looks Inevitable

Inocsa seeks 75%+ control of GCO via a near-fair €49.45/share offer, aiming for strategic delisting. Minority holders risk illiquidity if they do not tender.
GCO’s fundamentals remain strong: 9.2x NTM P/E, 0.9x P/TBV, 242% solvency, and ample excess capital suggest fair value is higher than the offer.
While upside is capped, low risk and firm financing support offer risk-arb desks an annualized ~4% return before a likely late-August settlement.

Cantor Equity Partners SPACs: Crypto-Linked Opportunities with Political Ties

CEPO and CEPT SPACs, run by Howard Lutnick, trade above trust value with potential multibagger upside in crypto-related deals.
Cantor Fitzgerald, led by Lutnick’s son, has deepened its crypto involvement, including a 5% stake in Tether.
Cantor’s SPACs feature no warrants, a sponsor note boosting trust value, and no specified target sectors.

Mao Geping IPO Lockup – Stock Is up 4x, US$400m Cornerstone Lockup Release

By Sumeet Singh

Mao Geping Cosmetics raised around US$345m in its Hong Kong IPO. The lockup on its cornerstone investors is set to expire soon.
Mao Geping Cosmetics (MGC) operates in the premium beauty segment. Operating via its two brands, MAOGEPING and Love Keeps, MGC offers a wide range of color cosmetics and skincare products.
In this note, we will talk about the lockup dynamics and possible placement.

Sidara/Wood: Energy Engineering in Limbo, Value Beckons Amid Governance Fog

Sidara’s persistence through multiple PUSU extensions and deep due diligence implies strong strategic interest despite Wood’s governance turbulence and suspended trading.
Wood’s record $2B+ contract wins in Asia Pacific show the business remains commercially viable and strategically relevant in the energy infrastructure value chain.
Free cash flow expected to turn meaningfully positive in 2026, supporting a standalone recovery case if no deal emerges—valuation suggests >2x upside potential.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

Jun 04

Daily Brief Event-Driven: Toyota Industries (6201 JP): After a High and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

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
NWD (17 HK): Markets Pricing In A Bust
Makino Milling Machine (6135 JP): MBK’s Preconditional Offer Is Not the Likely Endgame
PointsBet (PBH AU): Mixi Returns with a Revised Offer and a Potential Takeover Offer
PointsBet (PBH AU): MIXI Bumps To A$1.20. Betr’s DD Continues
This Friday’s RBI Decision: Nifty Bank Slips Either Way, History Suggests
State Bank of India (SBIN IN): Reserve Bank of India Day Patterns Offer a Tactical Trade Setup
Current Active Quick Pitches: Mergers, Liquidations, Tender Offers, and More
Exploring Active Portfolio Ideas: SPACs, Asset Sales, Company Sales and More

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.

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

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

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.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

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?

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?

By Sanghyun Park

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

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.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

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

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.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

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.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

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.

💡 Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

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