Event-Driven

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

By Special Situation Investments

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

By Special Situation Investments

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

Shareholders of both firms have approved the merger, clearing a critical milestone ahead of expected regulatory clearance by late Q3 2025.
CHF 400m in net synergies and potential capital optimization could lift 2028 ROE to nearly 16%, offering meaningful value creation.
I recommend a long Baloise / short Helvetia strategy to capture the current 1.2% spread, translating to an estimated 3.4% annualized return.

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May 25

Daily Brief Event-Driven: Soundwill Holdings (878 HK): Hard Lessons from Another HK Arbageddon and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Soundwill Holdings (878 HK): Hard Lessons from Another HK Arbageddon
Last Week in Event SPACE: Toyota Industries, CATL, Mitsubishi Logisnext, Mayne Pharma, Melco
(Mostly) Asia-Pac M&A: Xanadu Mines, Reject Shop, ESR Group, Shibaura Elect., Jamco, Tsuruha/Welcia
Event Driven: Bajaj Auto Acquired Majority Control of Austrian KTM

Soundwill Holdings (878 HK): Hard Lessons from Another HK Arbageddon

Soundwill Holdings (878 HK) shareholders have voted against the Foo family’s HK$8.50 per share offer. The minority participation rate was high, and the NO vote comfortably failed the value test.
Unlike the Goldlion Holdings (533 HK) deal break, the price action over the last three days pointed to a deal break. Like previous deal breaks, this one offers hard lessons.
Soundwill has the fourth-highest premium of the pre-deal break price to the undisturbed price compared to previous deal breaks. My estimated deal-break price is HK$5.63, 13.2% below the last close.

Last Week in Event SPACE: Toyota Industries, CATL, Mitsubishi Logisnext, Mayne Pharma, Melco

Winner winner chicken dinner. A Nikke article suggests a bid higher than ¥6tn for Toyota Industries (6201 JP). In addition, people thinking about ¥18,400/share are going about this incorrectly.
Contemporary Amperex Technology (CATL) (3750 HK) pops on its IPO debut. The HKEx has issued a high concentration warning
Mitsubishi Logisnext Co., Ltd. (7105 JP) is still ragingly cheap given the move to delist dual parent/sub listings and having a global footprint. Own it here and now.

(Mostly) Asia-Pac M&A: Xanadu Mines, Reject Shop, ESR Group, Shibaura Elect., Jamco, Tsuruha/Welcia

I tally 46 – mostly firm, mostly Asia-Pac – arb transactions currently being discussed and analysed on Smartkarma.
Just one new deal was discussed on Smartkarma this week: Bastion’s off-market Offer for Xanadu Mines (XAM AU).
Key updates/news took place on: Reject Shop (TRS AU),ESR Group (1821 HK), Shibaura Electronics (6957 JP),Jamco Corp (7408 JP), and Tsuruha Holdings (3391 JP)/Welcia Holdings (3141 JP).

Event Driven: Bajaj Auto Acquired Majority Control of Austrian KTM

By Nimish Maheshwari

Bajaj Auto will take majority control of KTM AG by buying out its Austrian partner in Pierer Bajaj AG and injecting €800 million to close KTM’s court-approved restructuring.
The deal rescues a flagship European brand from insolvency, safeguards KTM’s supply chain, and vaults Bajaj into the global premium-sport segment as an OEM rather than a contract partner.
Bajaj’s pivot from passive investor to turnaround owner adds earnings volatility near-term, but long-term it secures technology, brand equity, and a bigger share of high-margin 400-1,000 cc bikes.

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May 24

Daily Brief Event-Driven: Xanadu (XAM AU): A Mongolian Face To A Mongolian Project and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Xanadu (XAM AU): A Mongolian Face To A Mongolian Project
[Alert] Sell HAVAS
[Alert] Sell Garrett Motion

Xanadu (XAM AU): A Mongolian Face To A Mongolian Project

Back on the 21st May, Xanadu Mines (XAM AU), a Mongolian copper-gold mining play, inked an off-market deal with Bastion @A$0.08/share in cash.
Bastion comprises Singapore-based Baroo (comprising board members from Mongolia) and Xanadu director Ganbayer Lkhagvasuren. Bastion is also subscribing for 286.8mn shares, at A$0.06/share, or 13% fully diluted.
A follow-up Q&A session is worth listening to in full to gauge why Zijin (JV partner and 19.8% shareholder) may view Bastion taking control of XAM as a good thing.

[Alert] Sell HAVAS

By Richard Howe

Since I recommended Havas about a month and a half ago, the stock is up about 19% while the Euro has appreciated ~4%.
As such, the position has appreciated by ~23% in a month and a half.
While my price target of €1.89, implies additional upside of 20%, the stock is not as compelling of a bargain today. I plan to sell my HAVAS shares and redeploy proceeds into higher conviction ideas.

[Alert] Sell Garrett Motion

By Richard Howe

I’m closing my Garrett Motion (GTX) recommendation.
I’ve been trying to understand why the stock has been so strong since reporting earnings, and I can’t figure it out.
The quarter was fine but not exceptional. The story remains the same.

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May 23

Daily Brief Event-Driven: CATL (3750 HK)’s Concentration Warning and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

CATL (3750 HK)’s Concentration Warning
[Japan Activism/M&A] – Thinking About Positioning Around the Tsuruha/Welcia Vote
Soundwill Holdings (878 HK): An Opportunity or Another HK Arbageddon?
HD Hyundai Marine Solution Block Deal Sale of 8.5% of Outstanding Shares
Clearing Confusion on Samsung C&T’s Forced Holding Co Conversion: Key Trade Angle in Biologics Split
Pony AI IPO Lockup – US$4.3bn Lockup Release with Stock at 69x EV/Sales
Samsung Biologics: Creation of a Holding Company to Split CDMO and Biosimilar Businesses
Air Canada’s Odd-Lot Tender Offer: Potential Upside Amid CapEx Challenges and Transborder Revenue Declines
No Compromise: Deal on Hold, and UniCredit Won’t Pay More

CATL (3750 HK)’s Concentration Warning

Contemporary Amperex Technology (3750 HK) (CATL H), a global leader in providing battery solutions, was listed on the 20th May at $263/share. Here is the prospectus.
Via the H-share listing, CATL raised ~US$5.2bn. Shares have since gained ~26% and trade at HK$330/share, as I type.
It is worth noting the HKEx issued a high concentration warning in CATL’s H shares the day before shares were listed.

[Japan Activism/M&A] – Thinking About Positioning Around the Tsuruha/Welcia Vote

The Tsuruha Holdings (3391 JP) and Welcia Holdings (3141 JP) AGMs to elect directors and approve the share exchange agreement to merge the two.
10% Tsuruha shareholder Orbis objects to the merger ratio AND the later tender whereby Aeon goes to 51%, saying everything is underpriced. ISS/GlassLewis recommend voting against the merger.
I haven’t seen the proxy reports but I’ve done the math. Investors/arbs should look at the possibilities/probabilities and understand what dependencies exist. Shareholders are not helpless, no matter the outcome.

Soundwill Holdings (878 HK): An Opportunity or Another HK Arbageddon?

The spread to the Foo family’s HK$8.50 offer for Soundwill Holdings (878 HK) has materially increased to 15.8% over the last two trading days. The vote is on 23 May.
Several readers have asked if the Soundwill offer will mirror the Goldlion Holdings (533 HK) deal break. The two schemes share similarities but are also different in several ways.
The share price action either reflects an imminent deal break or a result of a negative feedback loop. Tread carefully as this is a high-risk/high-reward situation.

HD Hyundai Marine Solution Block Deal Sale of 8.5% of Outstanding Shares

By Douglas Kim

After the market close today, it was announced that KKR is selling 3.81 million shares (8.5% of outstanding shares) of HD Hyundai Marine Solution in a block deal sale.
The expected block deal sale price is 145,000 won to 148,000 won per share, which represent 7.96% to 9.83% discount to the closing price of 160,800 won on 22 May.
Once this block deal is completed, KKR’s remaining stake in HD Hyundai Marine Solution will be reduced to 11% (4.94 million shares).

Clearing Confusion on Samsung C&T’s Forced Holding Co Conversion: Key Trade Angle in Biologics Split

By Special Situation Investments

Samsung C&T’s holding ratio mainly hinges on its Samsung Biologics stake; Samsung Electronics’ 5% isn’t counted, and Samsung SDS is excluded since Samsung Electronics is its largest shareholder.
This ties to calls for Samsung’s governance overhaul, aiming for C&T to avoid forced conversion while boosting control over Samsung Electronics via bold, more aggressive moves than expected.
Samsung C&T will likely sell some Biologics shares around its in-kind contribution to Epis, timing sales based on post-listing price action.

Pony AI IPO Lockup – US$4.3bn Lockup Release with Stock at 69x EV/Sales

By Sumeet Singh

Pony AI (PONY US) raised around US$260m in its upsized US ADR listing in Nov 2024. The lockup on its pre-IPO investors is set to expire soon.
As per Frost & Sullivan, Pony AI was among the first companies in China to obtain licenses to operate fully driverless robotaxis in all four Tier-1 cities in China.
In this note, we will talk about the lockup dynamics and possible placement.

Samsung Biologics: Creation of a Holding Company to Split CDMO and Biosimilar Businesses

By Douglas Kim

On 22 May, Samsung Biologics (207940 KS) announced that that it plans to establish a new holding company called Samsung Bioepis Holdings through a spin-off.
Samsung Bioepis Holdings will fully incorporate Samsung Bioepis as a wholly owned subsidiary. Samsung Bioepis will focus on the biosimilars business. Samsung Biologics will focus on the CDMO business.
There is likely to be mixed reactions to Samsung Biologics’ announcement to create a holding company structure to split the CDMO and biosimilar businesses.

Air Canada’s Odd-Lot Tender Offer: Potential Upside Amid CapEx Challenges and Transborder Revenue Declines

Air Canada is conducting a tender offer for ~8% of shares, prioritizing odd-lot holders, with potential upside.
The company plans significant CapEx for fleet modernization, impacting free cash flow and financial projections until 2028.
Air Canada’s valuation is low compared to peers, trading at 3.3x EBITDA, with a 54% EBITDA growth target by 2028.

No Compromise: Deal on Hold, and UniCredit Won’t Pay More

Consob suspends offer: Italy’s market regulator halts UniCredit’s bid amid unresolved regulatory conditions and growing uncertainty.
Shareholders push back: With Crédit Agricole holding 19.8%, resistance builds against a bid lacking premium or clarity.
Higher bid unlikely, but Possible: UniCredit has room to raise terms, but tighter capital impact and ROI pressure post-DC rejection make an improved offer improbable without regulatory or shareholder shifts.

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

May 22

Daily Brief Event-Driven: [Japan M&A] Seven Bank (8410) – Seven & I Selldown and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] Seven Bank (8410) – Seven & I Selldown, Itochu Buy-In, Not on My Bingo Card But Not Bad
CATL (3750 HK): The Tail Wags the Dog
Mayne Pharma (MYX AU): A Case of Buyer’s Remorse
[Japan M&A] Shibaura in Limbo – “Neutral” On Minebea And “Reserves Opinion” On YAGEO Bid, Waiting…
Intel Summary on Samsung Biologics Split and Samsung C&T’s Acquisition of Samsung Electronics Shares
Shibaura Electronics (6957 JP): Board’s Changed Stance as Minebea Hopes Reg Approvals Derail Yageo
ESR Group (1821 HK): Done Deal as Scheme Vote on 13 June
Key Microstructure Angles to Watch as NXT Volume Caps Kick In
ESR (1821 HK): 13th June Vote On Starwood/Warburg’s Offer
Fintech Alpha: Unlocking Hidden Value as Corpay Circles

[Japan M&A] Seven Bank (8410) – Seven & I Selldown, Itochu Buy-In, Not on My Bingo Card But Not Bad

Seven Bank Ltd (8410 JP) has been the ugly duckling of Japan e-banks since it got competition in the form of Rakuten Bank (5838) and SBI Sumishin (7163).
Last year, it was posited, and then confirmed, that Seven & I Holdings (3382 JP) wanted to sell down to de-consolidate. NTT Docomo wanted to buy a bank.
I thought it a good match but no deal has been done. So now we get a different deal – it’s weird for Itochu, but bodes well for Seven Bank

CATL (3750 HK): The Tail Wags the Dog

By Brian Freitas

The buying in Contemporary Amperex Technology (3750 HK) over the last couple of days has dragged Contemporary Amperex Technology (CATL) (300750 CH) higher as the arbs trade the AH spread.
The Fast Entry into a global index could keep CATL (3750 HK) supported over the next few trading days, but reality will take hold pretty soon.
Short CATL (3750 HK) / long CATL (300750 CH) offers great risk/reward, while an outright CATL (3750 HK) short offers higher return albeit at a much higher level of risk.

Mayne Pharma (MYX AU): A Case of Buyer’s Remorse

Mayne Pharma (MYX AU) disclosed that Cosette asserts that a material adverse change has occurred due to its trading performance, litigation and FDA untitled letter.
Cosette has not quantified the impact, and Mayne disputes the assertion. Mayne’s trading performance is likely the largest contributor to Cosette’s MAC-related claims.
Precedent schemes suggest a lower offer is the best-case scenario. An unwilling bidder looking for angles, contractually, to exit suggests the likely outcome is a scheme termination.

[Japan M&A] Shibaura in Limbo – “Neutral” On Minebea And “Reserves Opinion” On YAGEO Bid, Waiting…

Yageo Corporation (2327 TT) approached Shibaura Electronics (6957 JP) for a takeover at ¥4300. Shibaura dismissed them and asked Minebea Mitsumi (6479 JP) to overbid. They did at ¥4500.
Then Yageo overbid Minebea at ¥5400, who then overbid Yageo at ¥5500, who then re-overbid at ¥6200. Despite not having its FEFTA Approval in place, YAGEO overbid and launched.
The Minebea CEO objected. We don’t know status. Now the Shibaura Special Committee has paused, supporting but not recommending the Minebea bid and Neutral on Yageo. We are in limbo.

Intel Summary on Samsung Biologics Split and Samsung C&T’s Acquisition of Samsung Electronics Shares

Samsung Biologics is spinning off Samsung Bio Holdings, transferring full Samsung Bioepis shares; shareholders keep stakes in both, with an expected 70:30 split favoring Biologics.
Post-Split, major shareholders keep stakes; they’ll transfer Biologics shares to Bio Holdings, which becomes parent owning 74.34% Biologics and 100% Bioepis, meeting holding company rules.
Samsung C&T’s restructuring carves out Biologics into a holdco, lowering valuation to avoid forced holding company conversion and enabling future Samsung Electronics share acquisition.

Shibaura Electronics (6957 JP): Board’s Changed Stance as Minebea Hopes Reg Approvals Derail Yageo

The Shibaura Electronics (6957 JP) Board supports Minebea Mitsumi (6479 JP) JPY5,500 offer, but has shifted its recommendation from tendering to a neutral stance.
The Board maintains that it is not yet in a position to provide an opinion on Yageo’s JPY6,200 offer due to concerns on feasibility and synergies.
Minebea hopes Yageo will withdraw due to its failure to secure regulatory approvals. If Yageo secures the required approvals, Minebea will actively consider measures.

ESR Group (1821 HK): Done Deal as Scheme Vote on 13 June

ESR Group (1821 HK)’s IFA opines that the consortium’s HK$13.00 offer is fair and reasonable. The vote is on 13 June.
Key conditions include approval by at least 75% of independent shareholders (<10% of independent shareholders rejection). The offer price is final.
This is a done deal due to the substantial irrevocables. At the last close and for the 10 July payment, the gross/annualised spread is 1.3%/9.12%.

Key Microstructure Angles to Watch as NXT Volume Caps Kick In

With the September review looming, base case is NXT holds steady for now, then starts cutting volume around mid-July — a move that could trigger dislocations in NXT-heavy names.
In theory, SOR shifts retail flow from NXT to KRX seamlessly—but if retail floods in fast, KRX’s institution-heavy book might struggle, causing depth issues or delayed fills.
The attached Excel shows NXT volume share by ticker — a useful read on names heavily reliant on NXT ahead of July caps, where pressure points may start to emerge.

ESR (1821 HK): 13th June Vote On Starwood/Warburg’s Offer

On the 4th December 2024, the Starwood/Warburg Pincus Consortium announced a firm pre-conditional Offer for ESR Group (1821 HK) at HK$13/share (best & final), by way of a Scheme.
There was a raft of pre-cons, however processing went like clockwork, and all were satisfied by the 15th May.
The Scheme Doc is now out, with a Court Meeting on the 13th June, and payment on or before the 10th July. The IFA (Anglo Chinese) says “fair & reasonable“.

Fintech Alpha: Unlocking Hidden Value as Corpay Circles