Event-Driven

Friday 25 April, Toyota Industries (6201 JP) released earnings for last year, guidance for this year and a Bloomberg scoop suggested Toyota Motors chairman Akio TOYODA would launch an MBO.
In some ways surprising, but activists/”noisy shareholders” and TSE guidance on dual listings caused pressure, and Toyota Motors was trying to walk the good governance walk.
I discussed the situation here on Day 1, and here a few days later. Long-only shareholders sold. Today, Kyodo had a follow-up article. Then Nikkei. Looks more solid now.

Toyota Industries (6201 JP): A Potential Privatisation Sooner than Expected

Kyodo news agency reported that Toyota Industries (6201 JP) plans to accept a tender offer by Toyota Motor (7203 JP) and Toyota Chairman Akio Toyoda, potentially in May or June.
The Nikkei reported that Toyota plans to borrow JPY3 trillion to fund the acquisition. These articles provide more clarity on price, composition of the offeror, financing structure, and timeline.
These articles increase the probability of a tender offer around JPY18,515 (JPY6 trillion market cap). At the last close, the gross spread was 12.1%.

[Japan M&A] Mitsubishi Logisnext (7105) – The Deal Still Looks Mighty Good

On 9 May Mitsubishi Logisnext Co., Ltd. (7105 JP) delayed earnings by 30 minutes. Shares popped. Then earnings were released, no deal, and shares crashed. Now they are rebounding.
But they remain volatile and subject to dips like the one this AM -5% at one point. Fears may be due to the idea that first smoke here was Dec-2024.
5 months later, no deal yet. Bids were due pre-earnings but with tariffs and writedowns, one wonders if bidders were waiting for results.

Telcoware: Tender Offer To Take the Company Private

Telcoware announced that the largest shareholder and CEO of the company (Keum Han-Tae) will be undertaking a tender offer of 2.332 million shares (25.24%) to take the company private.
Tender offer price is 13,000 won per share. Tender offer period is from 19 May to 10 June.
Telcoware has 4.08 million treasury shares, accounting for 44.1% of outstanding shares.

Xanadu Mines (XAM AU) Inks Deal With Bastion After Zijin Tarries

Xanadu (XAM AU), a Mongolian copper-gold mining play, has entered a deal with Bastion, two weeks after an agreement with JV partner and major shareholder Zijin Mining (601899 CH) lapsed.
Bastion, which comprises Singapore-based Baroo and Xanadu director Ganbayer Lkhagvasuren, are offering A$0.08/share in cash. Bastion is also subscribing for 286.8mn shares, at A$0.06/share, or 13% fully diluted.
The off-market Offer is contingent on a 50.1% acceptance hurdle. CAAF (11.85%) is supportive. No word on how Zijin (19.8% stakeholder, before dilution) will play this.

Svenska Handelsbanken: Arbitraging Brought to Book

By Special Situation Investments

Handelsbanken B shares trade at a ~55% premium to A shares despite lower voting rights, liquidity, and index status — a rare and statistically extreme dislocation.
Regression and post-2020 cointegration confirm mean-reverting behavior, supporting a relative value trade favoring SHB A over SHB B.
Structural constraints on arbitrage and asymmetric flow dynamics may delay convergence, but the pricing gap remains fundamentally unjustified and actionable.

Elevation Oncology’s Strategic Review: Potential Liquidation or Sale Offers 60% Upside Opportunity at $0.28/share

Elevation Oncology’s market cap is $16.5m, trading at a 50% discount to its mid-year cash guidance of $30m-$35m.
The company has no debt, $0.5m in payables, $3.7m in accrued expenses, and guided mid-year cash of $30m+.
Potential upside of 30%-60% is based on liquidation or buyout scenarios, considering working capital liabilities and cash burn.

Weekly Update (MCK, LBTYA, SNRE, AMRZ)

By Richard Howe

Before I dig into my regular update, I want to share one chart that caught my eye this week.
Colin King did a nice job modeling out Lionsgate RemainCo Stub / Starz valuation from last May to now.
Interesting to see that at one point it was trading at a negative $1 price.

StubWorld: Toyota Industries/Motors, GMO Internet

Given recent – and ongoing developments – with Toyota Industries (6201 JP) and GMO Internet (4784 JP), I’m revisiting my NAVs.
Preceding my comments on the Toyota Group and GMO, are the current setup/unwind tables for Asia-Pacific Holdcos.
These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation >20%.

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May 19

Daily Brief Event-Driven: [Japan Buybacks] ¥7.3trln of Buybacks Announced In the Last Month – Data on Each and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan Buybacks] ¥7.3trln of Buybacks Announced In the Last Month – Data on Each, Plus History
A/H Premium Tracker (To 16 May 2025): AH Premia Contract Small Again. BYD and CMB Go Negative.
Merger Arb Mondays (19 May) – Seven & I, Nissin, Welcia/Tsuruha, Mayne, ESR, OneConnect, Frasers
HK Connect SOUTHBOUND Flows (To 16 May 2025); Volumes Pick Up, Net Flows Drop; Banks Still Strong
Reject Shop (TRS AU): 23rd June Vote On Dollarama’s Offer
Liquid Universe of European Ordinary and Preferred Shares: May ’25 Report

[Japan Buybacks] ¥7.3trln of Buybacks Announced In the Last Month – Data on Each, Plus History

Buybacks are a central part of Corporate Japan’s effort to improve corporate/capital governance. Lots of cross-holders want/need to sell. Lots of companies want to reduce excess equity.
This earnings season has seen a LOT of new buybacks announced. ¥7.3trln in the last month and that doesn’t even include the biggest buybacks extant by March-end companies.
We are experimenting with new ways of displaying data/analytics for buybacks in Japan. To that end, we have a new tool. We hope users find it useful. We invite feedback.

A/H Premium Tracker (To 16 May 2025): AH Premia Contract Small Again. BYD and CMB Go Negative.

AH spreads are slightly narrower, but performance is concentrated in fewer names and broad spread volatility is up. BYD (1211 HK) AH is negative now, maybe on HSTECH inclusion expectations.
I didn’t expect much out of Geneva last weekend. I was wrong in that there was a big announcement, but maybe not wrong because content was pretty slim.
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.

Merger Arb Mondays (19 May) – Seven & I, Nissin, Welcia/Tsuruha, Mayne, ESR, OneConnect, Frasers

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: Insignia Financial (IFL AU), ENN Energy (2688 HK), Smartpay Holdings (SPY NZ), Seven & I Holdings (3382 JP), ZEEKR (ZK US), Mayne Pharma (MYX AU), Smart Share.
Lowest spreads: Bright Smart Securities And (1428 HK), Dada Nexus (DADA US), Nissin Corp (9066 JP), Sinarmas Land (SML SP), Fujitsu General (6755 JP), Torii Pharmaceutical (4551 JP).

HK Connect SOUTHBOUND Flows (To 16 May 2025); Volumes Pick Up, Net Flows Drop; Banks Still Strong

Gross SOUTHBOUND volumes averaged more than HK$100bn a day this past week, which gets us back above halfway to the peak earlier this spring. Net flows were negative HK$8bn+.
Among the top buys as a percentage of volume, financials, utilities, and energy REALLY stand out. Among top sells, industrials, info tech, and consumer discretionary are tops.
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.

Reject Shop (TRS AU): 23rd June Vote On Dollarama’s Offer

Back on the 27th March, Reject Shop (TRS AU), a discount variety store, has entered into a Scheme Implementation Deed with Canadian outfit Dollarama (DOL CN).
Dollarama Offered A$6.68/share, a 112% premium to last close. The Offer does NOT require FIRB signing off. The Offer has the backing of TRS’ largest shareholder, Kin Group (20.8%).
The Scheme Booklet is now out, with a Scheme Meeting on the 23 June, and expected payment on or before the 22nd July. The IE (Kroll) says “fair & reasonable“.

Liquid Universe of European Ordinary and Preferred Shares: May ’25 Report

Since mid-April, share price spreads have generally tightened across the European liquid universe of ordinary and preferred shares, with 10 tightening and 9 widening.
The premium of non-voting, less liquid Handelsbanken B shares vs. A is at irrational highs (54.2%); the discount of Grifols B has tightened (Brookfield is again knocking at the door).
Recommended trades long preferred/short ords: Atlas Copco, Grifols. Recommended trades long ordinary / short preferred shares: Henkel, SSAB Svenska Stal.

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May 18

Daily Brief Event-Driven: CSOP Sammy ETF + Korean Retail Leverage Frenzy = Contango Basis Arb Alert and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

CSOP Sammy ETF + Korean Retail Leverage Frenzy = Contango Basis Arb Alert
(Mostly) Asia-Pac M&A: Webjet, Nippon Road, Nissin Corp, Sumi Mitsui Construction, ESR, Oneconnect
Classys: Block Deal Sale of 6% By Bain Capital Raises Overhang Concerns
Last Week in Event SPACE: Tsuruha/Welcia Merger, Mayne Pharma, Canvst, Insignia Financial
TechnoPro (6028 JP): A Good Privatisation Candidate

CSOP Sammy ETF + Korean Retail Leverage Frenzy = Contango Basis Arb Alert

By Sanghyun Park

CSOP told Korean media this Sammy ETF product targets Korea’s local retail traders wanting leveraged or short KOSPI exposure, especially Sammy, without using Korea’s derivatives market—essentially a cross-border retail play.
Korean retail’s insanely strong demand for anything leveraged, combined with limited domestic derivatives access, makes significant local inflows very likely—far from a moonshot.
TRS use doesn’t guarantee 1:1 futures buying—depends on broker hedging. But, with Samsung futures volume surging, heavy retail flows in CSOP ETF could cause contango and a basis arb opportunity.

(Mostly) Asia-Pac M&A: Webjet, Nippon Road, Nissin Corp, Sumi Mitsui Construction, ESR, Oneconnect

I tally 48 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
Five new deals discussed on Smartkarma this week: Webjet Group (WJL AU), Nippon Road (1884 JP), Nissin Corp (9066 JP), Sumitomo Mitsui Construction (1821 JP), and Frasers Hospitality Trust (FHT SP).
Key updates/news took place on: Avjennings Ltd (AVJ AU), PointsBet Holdings (PBH AU), ESR Group (1821 HK), and Oneconnect Financial Technology (6638 HK).

Classys: Block Deal Sale of 6% By Bain Capital Raises Overhang Concerns

After the market close on 16 May, Bain Capital sold about 6% stake in Classys (214150 KS) in a block deal sale.
Bain Capital sold 3.93 million shares of Classys at 57,915 won per share (this price is 10.9% discount from Classys’ closing price the previous day).
Bain Capital’s decision to sell a 6% stake in Classys via a discounted block deal, rather than offloading its entire 60.2% controlling stake, indicates a share overhang on future sales.

Last Week in Event SPACE: Tsuruha/Welcia Merger, Mayne Pharma, Canvst, Insignia Financial

Glass Lewis has now joined ISS in recommending holders vote against the Tsuruha Holdings (3391 JP)/Welcia Holdings (3141 JP) merger, presumably as it relates to the ratio.
Mayne Pharma (MYX AU), ASIC AND Cosette have effectively signed off on the Scheme Booklet’s veracity. That should be assuring to investors.
Canvest Environmental Protection Group (1381 HK)‘s Scheme comfortable got up – despite a last minute hiccup – and poor governance – to adjourn the meeting.

TechnoPro (6028 JP): A Good Privatisation Candidate

Technopro Holdings (6028 JP) shares were up 20.7% on Friday based on a Mergermarket report that is conducting a privatisation auction with bids due in six weeks.
Technopro responded that it has been continuously exploring various strategic alternatives, including privatisation, to enhance shareholder value. TechnoPro has the characteristics to make a good privatisation target.
The precedent is Bain’s privatisation of Outsourcing Inc (2427 JP) at a forward EV/EBITDA multiple of 13.5x. A similar multiple implies a JPY4,400 offer. TechnoPro can justify a higher multiple.

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May 17

Daily Brief Event-Driven: [Japan M&A] TechnoPro Holdings (6028) May Be Up For Grabs and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] TechnoPro Holdings (6028) May Be Up For Grabs
ESR (1821 HK): Pre-Cons Done. Scheme Doc By 22nd May
LG Chem: To Issue Exchangeable Bond Worth US$1 Billion
OneConnect Financial (6638 HK/OCFT US): Ping An Firms Offer @ HK$2.068/Share
Mayne Pharma’s Merger with Cosette Pharmaceuticals: Navigating FDA Concerns, Shareholder Approval, and Market Reactions
Under Review: Banking on Politics in BBVA’s Bid for Sabadell

[Japan M&A] TechnoPro Holdings (6028) May Be Up For Grabs

Technopro Holdings (6028 JP) is a temp/contract staffing platform which specialises in engineering staff (IT engineers far more than machinery, construction, chemicals). The company has been growing.
Overnight, an article appeared in MergerMarket – a high-dollar M&A-related news service – saying the company was going through a sale process. The company confirmed it was one possibility.
The stock went limit up. This quick writeup looks at the framework of the idea, and possibilities.

ESR (1821 HK): Pre-Cons Done. Scheme Doc By 22nd May

Back on the 4th December 204, 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.
The list of pre-cons was extensive. Last night (15th May), ESR announced the satisfaction of all pre-cons.
The Scheme Doc is now required to be dispatched by the 22nd May, suggesting payment around mid-July. Assuming no dispatch delays.

LG Chem: To Issue Exchangeable Bond Worth US$1 Billion

On 15 May, LG Chem announced that it plans to issue foreign currency exchangeable bond worth US$1 billion using shares of its subsidiary LG Energy Solution as the underlying asset.
The purpose of this EB issue is to repay the amount of EB issued two years ago.
The exchange price premium was lowered from 130% in 2023 to 110-115% this time, and the maturity has been shortened from 7 years to 3 years.

OneConnect Financial (6638 HK/OCFT US): Ping An Firms Offer @ HK$2.068/Share

By Special Situation Investments

Back on 3rd March, dual-listed OneConnect Financial (6638 HK/OFT US), a digital retail banking/commercial banking/digital insurance play, announced a non-binding proposal from Ping An, OneConnect’s controlling shareholder with 32.12%.
By way of a Scheme, Ping An offered HK$2.068/share, or US$7.98/ADS, a 72.33% premium to last close, and a 131.66% premium to the 30-day average. The price was final.
SAMR has now signed off on the deal and terms are now firmed. M&G is supportive (1.98% of shares out, ~8% of disinterested shares). Perhaps mid-September completion.

Mayne Pharma’s Merger with Cosette Pharmaceuticals: Navigating FDA Concerns, Shareholder Approval, and Market Reactions

Mayne Pharma’s acquisition by Cosette Pharmaceuticals at A$7.40/share faces a 14% spread, with closing expected in 1.5 months.
The FDA issued an Untitled Letter to Mayne Pharma about Nexstellis promotional materials, but it is unlikely to trigger a material adverse effect.
Shareholder approval for the merger appears likely, with key stakeholders supporting the deal and a vote scheduled for June 18.

Under Review: Banking on Politics in BBVA’s Bid for Sabadell

BBVA’s hostile bid for Sabadell has cleared regulatory hurdles but faces political resistance (public consultation ending today 16 May), with final Government review pending by June 26.
A potential Sabadell–Abanca merger appears unlikely; Escotet would be the top shareholder (~33–36%) in such a deal, but Abanca has publicly denied interest.
The offer trades at a negative gross spread, suggesting market doubts or expectations of a sweetened bid — supporting a long SAB / short BBVA pair trade setup.

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May 16

Daily Brief Event-Driven: A Practical Guide to Stub Arb Trade in the Korean Stock Market and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

A Practical Guide to Stub Arb Trade in the Korean Stock Market
ESR Group (1821 HK): Precondition Satisfied
Mayne Pharma (MYX AU): The Scheme Booklet Should Calm Nerves
OneConnect Financial (6638 HK/OCFT US): Ping An’s Preconditional Scheme Offer Is Below Net Cash
[Japan Activism?] Toyota Group Equity Affiliate and Murakami Target Aichi Steel Does Large ToSTNeT-3
Hanjin Group Chairman Cho Fights Back Against Hoban Group for Control of Hanjin Kal
Mayne Pharma (MYX AU): Scheme Booklet Dispatch Lends More Than A Veneer Of Support
Aedifica/Cofinimmo: Belgian REITs in Stalemate Over Merger

A Practical Guide to Stub Arb Trade in the Korean Stock Market

By Sanghyun Park

Due to NAV accuracy issues, locals favor sigma plays within ±2σ bands over classic stub trades, with aggressive traders rotating longs and shorts around ±1σ.
Avoid trending divergence periods; these eight targets usually mean-revert well, but H1 this year showed unusually deep divergence—important to consider for current sigma plays.
As of today, no 20-day MA sigmas trigger trades, but holding company strength drives price ratios—a trend likely lasting post-election—suggesting ±2σ sigma plays with longs in holdcos.

ESR Group (1821 HK): Precondition Satisfied

The precondition for the consortium scheme offer for ESR Group (1821 HK) has been satisfied. The scheme document will be despatched by 22 May.
The consortium has disclosed an additional irrevocable. Total irrevocables and letters of support represent 35.01% of outstanding shares (58.24% of disinterested shares).
This is a done deal, helped by the material derating of peers. At the last close and for an early August payment, the gross/annualised spread is 4.3%/21.3%

Mayne Pharma (MYX AU): The Scheme Booklet Should Calm Nerves

Mayne Pharma (MYX AU) has released its scheme booklet regarding Cosette’s A$7.40 offer. The IE opines that the offer is fair and reasonable within its A$6.61-A$7.99 valuation range.
The high spread reflects concerns that recent events would trigger the MAC clause. Thankfully, the scheme booklet does not indicate that Cosette is contesting it.
Recent events should help quell retail opposition to the offer. At the last close and for a 2 July payment, the gross/annualised spread is 19.4%/262%.

OneConnect Financial (6638 HK/OCFT US): Ping An’s Preconditional Scheme Offer Is Below Net Cash

Oneconnect Financial Technology (6638 HK) disclosed a preconditional scheme offer from Ping An Insurance (H) (2318 HK) at HK$2.068 per share (US$7.976 per ADS).
Despite the hefty premium, the offer is opportunistic as it values OneConnect below net cash, and the FCF burn is modest (net cash can fund 8 years of FCF burn).
Ping An has secured support from M&G to lower vote risk. The key risk remains that an activist stealthily builds a blocking stake (below the 5% HKEx disclosure threshold).

[Japan Activism?] Toyota Group Equity Affiliate and Murakami Target Aichi Steel Does Large ToSTNeT-3

Aichi Steel (5482 JP) announced earnings on 25-April during market hours. Results were OK. Guidance was OK. The div was WAY up for Mar26. Shares fell. Then rose 26-April.
Aichi Steel is a Toyota Motors equity affiliate (26-27%), Toyota Industries, Toyota R.E., megabanks, the Kyoeikai, and Nippon Steel all have stakes. Nippon Steel recently reduced its position.
Activist Murakami has about 10% across two entities. This morning, the Company was to buy back 16%. WHO is selling? We don’t know yet. Likely a mix. Details may matter.

Hanjin Group Chairman Cho Fights Back Against Hoban Group for Control of Hanjin Kal

On 15 May, Hanjin KAL Corp (180640 KS) announced that it will contribute 440,044 shares of its treasury stock to the company’s welfare fund, representing 0.7% of its common shares.
This is a clear indication of Hanjin Kal Chairman Cho Won-Tae and his allies launching a management rights defense against Hoban Group which recently increased its stake in Hanjin Kal.
The higher probability scenario is for Hanjin Kal’s shares to retrace down to below 100,000 won level as a full blown M&A fight is not likely in the near future.

Mayne Pharma (MYX AU): Scheme Booklet Dispatch Lends More Than A Veneer Of Support

After a rough week – somewhat of an understatement – the Scheme Doc is now out.
The Court Meeting is the18th June; the last day of trading the 23rd June, and implementation 2nd July. The IE says fair with a valuation range of A$6.61-A$7.99/share.
This IE’s valuation range doesn’t factor in the pharma EO, given its ambiguity. Nor the FDA level. However, Mayne, ASIC AND Cosette have effectively signed off on the Doc’s veracity.

Aedifica/Cofinimmo: Belgian REITs in Stalemate Over Merger

Cofinimmo’s Board considers the 1.16x exchange offer significantly undervalued, citing EPS dilution, low control premium, and disproportionate benefit to Aedifica shareholders despite strategic rationale and merger synergies.
The combined entity would form Europe’s largest healthcare REIT, benefiting from €12.1bn in assets, ~€710m contractual rents, improved diversification, and potential credit rating uplift from BBB to BBB+.
A revised 1.21 ratio (probability-weighted value of €76.29) remains plausible, supporting a long Cofinimmo/short Aedifica arbitrage trade, though limited current spread suggests cautious sizing given deal uncertainty and downside risk.

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May 15

Daily Brief Event-Driven: [Japan M&A] – Three+ Years Later and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] – Three+ Years Later, Shimizu Comes In To Buy Out Minorities in Nippon Road (1884)
Frasers Hospitality Trust (FHT SP): Frasers Property & TCC Reload Scheme
Mayne Pharma (MYX AU): High Risk/Reward as an FDA Letter Causes a Tailspin
Insignia Financial (IFL AU): Bain Walks Due To “Macro Uncertainty”. CC Capital’s Still In. For Now
Jiangsu Hengrui (1276 HK) H-Share IPO: Index Inclusion Later This Year
Mayne Pharma (MYX AU): Firm Support From Cosette Would Be Welcome About Now
[Japan M&A/Activism] Infroneer To Buy Out Activist Target Sumi Mits Construction (1821) Cheapish
Webjet (WJL AU) In Play: BGH/Weiss’ NBIO And Helloworld’s Substantial Stake
Sankyo Co: Big Buyback + Five Years Left Until Opening of Mega MGM Osaka Integrated Casino Resort
Fraser Hospitality Trust (FHT SP): Frasers Property’s Light Scheme Offer

[Japan M&A] – Three+ Years Later, Shimizu Comes In To Buy Out Minorities in Nippon Road (1884)

In February 2022, Shimizu Corp (1803 JP) bought an additional 25% to get to 50.1% of Nippon Road (1884 JP). It wasn’t a great price.
It was, however, a good trade to buy the dip after, as recommended. I expected Shimizu to come back in one to three years. It took three.
Like last time, the price is light. The multiple is low. There are no synergies in the price analysis, in specific violation of the METI Fair M&A/CorpTakeover Guidelines. Bah humbug.

Frasers Hospitality Trust (FHT SP): Frasers Property & TCC Reload Scheme

Frasers Hospitality Trust (FHT SP) (FHT) has announced a Scheme Implementation Deed was signed for the S-REIT’s privatisation by its current sponsor, Frasers Property Limited.
The Scheme Consideration is S$0.71/unit in cash against the latest adjusted NAV estimate of S$0.63904/unit (vs last NAV of S$0.64160/unit).
Back in September 2022, ~3% of units (~4.7% of minorities) voted against Frasers/TCC’s S$0.70/unit Offer. But only 18.8% of minorities actually voted. That deal just failed.

Mayne Pharma (MYX AU): High Risk/Reward as an FDA Letter Causes a Tailspin

Mayne Pharma (MYX AU) shares declined 15.76% after the public disclosure of an untitled FDA letter relating to NEXTSTELLIS promotional materials.
Mayne opines that the letter is not price sensitive as it does not prevent ongoing NEXTSTELLIS sales. Its response will likely withdraw the problematic presentation and adopt a compliance program.
The scheme is unlikely to be derailed, as I estimate that the MAC clause should not be triggered in the worst-case scenario of no NEXTSTELLIS sales. Risk/reward is attractive.

Insignia Financial (IFL AU): Bain Walks Due To “Macro Uncertainty”. CC Capital’s Still In. For Now

You could see this coming. With due diligence expected to close on the 15th May, Bain has notified Insignia Financial (IFL AU) it won’t proceed due to macro uncertainties.
Discussions remain ongoing with CC Capital. No fixed timeline on those talks, although it appears negotiations will extend beyond the 15th May.
NBIOs were not an ideal place to hide amid Trump’s trade war. They still aren’t. Insignia is down 14.9% as I type.

Jiangsu Hengrui (1276 HK) H-Share IPO: Index Inclusion Later This Year

By Brian Freitas

Jiangsu Hengrui Medicine (600276 CH) could raise up to US$1.6bn in its H-share listing if the Offer Size Adjustment Option and the Overallotment Option are both exercised.
There is a big allocation to cornerstone investors that is locked up for 6 months. That eliminates the possibility of Fast Entry inclusion to global indexes.
Jiangsu Hengrui (1276 HK) should be added to Southbound Stock Connect from the open of trading on 20 June following the end of the Price Stabilisation period.

Mayne Pharma (MYX AU): Firm Support From Cosette Would Be Welcome About Now

They say bad things come in threes. First, Mayne Pharma (MYX AU)announced TherapeuticsMD (TXMD US)‘s legal lawsuit. Then shares buckled in the wake of Trump’s executive order on pharma.
The final straw was the FDA accusing Mayne of giving misleading impression of the risks of its oral birth control pill. Shares are now a whopping 29% adrift of terms.
Mayne reckons the lawsuit and the FDA letter are not materially price sensitive; and it intends to move forward with the Scheme. A similar intention from Cosette would be welcome.

[Japan M&A/Activism] Infroneer To Buy Out Activist Target Sumi Mits Construction (1821) Cheapish

Noted activist Yoshiaki MURAKAMI and associates owned ~12.5% in March 2024, perhaps a tad more. Now they own ~29%.
Integrated Construction Co INFRONEER Holdings (5076 JP) – congenitally allergic to paying full price for acquisitions – is buying Sumitomo Mitsui Construction (1821 JP) well below FAs’ DCF range midpoints.
But MURAKAMI-san has tossed his cards in, agreeing to tender. This looks like it gets done, but there are interesting angles.

Webjet (WJL AU) In Play: BGH/Weiss’ NBIO And Helloworld’s Substantial Stake

In Webjet (WJL AU): Undisclosed Buyer Buying, I addressed the rumours that an undisclosed buyer with ~5% was seeking to add an additional 5% (19.6mn shares).
On the 12th May, Helloworld Ltd (HLO AU) emerged with a 5.015% stake. The same day, BGH said it had 10.76%. BGH followed with a A$0.80/share NBIO.
BGH wants a controlling stake in Webjet (WJL AU), and potentially maintaining the listing; suggesting an off-market Offer, with say, a 50% acceptance hurdle being one possibility.

Sankyo Co: Big Buyback + Five Years Left Until Opening of Mega MGM Osaka Integrated Casino Resort

On 12 May, Sankyo Co Ltd (6417 JP) announced a big share buyback worth 13.66% of total issued shares (excluding treasury shares).
Aggregate amount of the purchase cost is up to 60 billion yen (9.7% of its current market cap).
We continue to have a Positive view of Sankyo which continues to demonstrate its commitment to deliver higher shareholder returns through aggressive share buybacks.

Fraser Hospitality Trust (FHT SP): Frasers Property’s Light Scheme Offer

Frasers Hospitality Trust (FHT SP) announced a scheme privatisation from Frasers Property Ltd (FPL SP) at S$0.71 cash and permitted distributions (estimated at S$0.0086 per unit).
The 2022 scheme failed because it narrowly missed the 75% approval threshold. The current offer is light compared to the 2022 offer in several ways.
Emerging retail opposition could make satisfying the headcount test challenging. The offer has not been declared final, and a bump is possible.

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May 14

Daily Brief Event-Driven: Mayne Pharma (MYX AU): MAC Musings and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Mayne Pharma (MYX AU): MAC Musings
[Japan Activism] Murakami Owns ~42% and Company Announces 31.3% Buyback
Mayne Pharma (MYX AU): Trump’s Executive Order Unlikely to Trigger the MAC Clause
Webjet Group (WJL AU): BGH Is the Mystery Buyer and Seeks a Controlling Stake at A$0.80

Mayne Pharma (MYX AU): MAC Musings

Back on the 21st Feb 2025, Mayne Pharma (MYX AU), a leader in dermatology and women’s health, entered into a Scheme with US-based pharmaceutical outfit, Cosette Pharmaceuticals, at A$7.40/share.
The transaction is progressing – the HSR Act condition was satisfied last week. A Scheme Booklet should be issued shortly, with an expected vote mid-June and late-June/early-July implementation.
Shares declined 3.1% yesterday over concerns a MAC could be triggered on the back of the Trump’s executive order on pharma. The impact is likely mixed, but leans neutral.

[Japan Activism] Murakami Owns ~42% and Company Announces 31.3% Buyback

With earnings today (which beat guidance), Mitsui Matsushima (1518 JP) announced upbeat guidance for next year, a very large dividend hike from ¥130/share to ¥230/share, and a Very Large Buyback.
The buyback is ¥20bn (vs ¥47bn market cap) or 3.5mm shares (31.3%). It starts 2 June. Astute Murakami trackers may recognise the potential pattern here.
If the company buys back all 3.5mm shares at just below book, EPS of ¥756 = 12.9% ROE and PER of 7.8x. Even up 30% from here that isn’t super-rich.

Mayne Pharma (MYX AU): Trump’s Executive Order Unlikely to Trigger the MAC Clause

On Monday, President Trump signed an executive order requiring drugmakers to start offering US patients the lowest price for a drug in a peer country (the Most Favoured Nation price).
Mayne Pharma (MYX AU) is exposed as US accounts for 84% of revenue. I estimate that the average price reduction should be <16% so that the MAC is not triggered.
However, the MAC is not triggered if it arises “from any change in any law, regulation or rule of a Government Agency”, which should capture the Trump order.

Webjet Group (WJL AU): BGH Is the Mystery Buyer and Seeks a Controlling Stake at A$0.80

Webjet Group (WJL AU) disclosed a non-binding offer from BGH to acquire a controlling interest at A$0.80 per share, a 10.1% discount to the last close.
BGH was also disclosed as the mystery buyer of the 5% stake on 8 May. BGH currently represents 10.76% of outstanding shares.
The offer will likely be structured as a takeover offer with a 50.1% minimum acceptance condition. It is unattractive, and the Board should negotiate better terms.

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May 13

Daily Brief Event-Driven: CATL (3750 HK) H-Share IPO: Fast Entry to Global Indices Is Touch & Go and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

CATL (3750 HK) H-Share IPO: Fast Entry to Global Indices Is Touch & Go
Korean Market Election Setup: Locals’ Low PBR Trading Trends
Renesas Electronics (6723 JP): Denso Exits as Stock Price Falters
Renesas Electronics Block – Well Flagged, Clean up but Momentum Isn’t Great
[Japan M&A] Bain Deal for Nissin (9066) Is Still Light Vs Comparable Deals
Nissin Corp (9066 JP): Bain-Sponsored MBO at JPY8,100 Is Arguably Light
PointsBet (PBH AU)/Betr (BBT AU): Mutual Due Diligence Proposed
Broadcast Battles: PPF’s White Knight Bid Challenges MFE’s Media Ambition

CATL (3750 HK) H-Share IPO: Fast Entry to Global Indices Is Touch & Go

By Brian Freitas

Contemporary Amperex Technology (CATL) (300750 CH) could raise up to US$5.1bn in its H-share listing if the Offer Size Adjustment Option and the Overallotment Option are both exercised.
There is a huge allocation to cornerstone investors that is locked up for 6 months. That significantly reduces float and the probability of Fast Entry inclusion to global indexes.
CATL (3750 HK) will be added to Southbound Stock Connect from the open of trading on 16 June following the end of the Price Stabilisation period.

Korean Market Election Setup: Locals’ Low PBR Trading Trends

By Sanghyun Park

Quick screen shows ₩1T+ names under 0.4x PBR — mostly retail, financials, and holdcos. Locals are keeping an eye on these with the election theme in play.
This isn’t just hopeful chatter — both parties are seriously leaning into value-up policies. With dividend tax reform and solid sector catalysts, locals see real potential in the post-election trade.
Long regional banks, hedge with KB and Shinhan. In retail, long domestic names, short China-dependent ones. For holdcos, long Hanwha and Doosan, short CJ and Kolon.

Renesas Electronics (6723 JP): Denso Exits as Stock Price Falters

By Brian Freitas

Denso Corp (6902 JP) is looking to raise up to JPY137bn (US$940m) by selling 73.9m shares of Renesas Electronics (6723 JP) to international investors.
The indicative price range is JPY 1,812-1,848/share, a discount of 1-2.95% to Monday’s close. The placement is 4.1% of shares outstanding and is 4.7 days of ADV.
We do not expect any passive buying at the time of settlement of the placement shares. The earliest passive buying will take place in August and September.

Renesas Electronics Block – Well Flagged, Clean up but Momentum Isn’t Great

By Sumeet Singh

Denso Corp (6902 JP) is looking to raise US$940m via selling its remaining stake in Renesas Electronics (6723 JP).
DENSO last sold some of its stake nearly a year ago and hence, this deal is well flagged.
In this note, we will talk about the placement and run the deal through our ECM framework.

[Japan M&A] Bain Deal for Nissin (9066) Is Still Light Vs Comparable Deals

The deal price is higher than the Bloomberg article insinuated. The closing date is earlier than the Bloomberg article suggested. But that doesn’t mean it’s enough.
The Large ToSTNeT-3 buyback last year changed the shareholder structure significantly, but many holders who sold are unknown. I would expect they were cross-holders.
For that, this deal is NOT a done deal. There may be games played on this deal.

Nissin Corp (9066 JP): Bain-Sponsored MBO at JPY8,100 Is Arguably Light

Nissin Corp (9066 JP) has recommended a Bain-sponsored MBO tender offer of JPY8,100 per share, a 27.6% premium to the last close.
The offer is attractive compared to peer multiples and historical trading ranges. However, it is light compared to precedent transaction multiples.
While the offer represents an all-time high, it is below the midpoint of the target IFA DCF valuation range. A counterbid cannot be ruled out.

PointsBet (PBH AU)/Betr (BBT AU): Mutual Due Diligence Proposed

In Betr’s “Superior Offer” For PointsBet (PBH AU) Is Questionable, I surmised, on balance, PointsBet Holdings (PBH AU) would afford Betr Entertainment (BBT AU) due diligence. That is now confirmed.
PointsBet initial focus will be on Betr’s scrip as it comprises 43% of the funding mix.
Separately, Mixi Inc (2121 JP)‘s Scheme Booklet was dispatched on the 8th May, with a shareholder vote on the 12th June. Mixi has matching rights under its SID.

Broadcast Battles: PPF’s White Knight Bid Challenges MFE’s Media Ambition

PPF launched a superior partial cash offer at €7.00 per share, positioning itself as a white knight against MFE’s lower-value bid and supporting ProSiebenSat.1’s current strategy.
MFE’s mixed cash-share offer, based on a €5.70 valuation, lacks a premium and aims for creeping control; it has published its offer prospectus but hasn’t raised the price.
Risk arbitrageurs may find an attractive setup in long ProSiebenSat.1, short MFE trades, though apportionment and offer risks require careful sizing and attention to German takeover rules.

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May 12

Daily Brief Event-Driven: [Japan M&A] Son of Chairman/55%Owner Taking Imagica (6879) Private at 10x FCF and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] Son of Chairman/55%Owner Taking Imagica (6879) Private at 10x FCF, 4+x EBITDA. CHEAP.
Goldlion Holdings (533 HK): An Unexpected HK Arbageddon
Nissin Corp (9066 JP): A Rumoured Bain-Sponsored MBO?
Merger Arb Mondays (12 May) – ESR, NTT Data, Shibaura, Torii, Imagica, Zeekr, Sinarmas, Gold Road
Digging Deeper: The Vote Failed, But the Value in Rio Tinto’s Dual Listing Remains Untapped
Sinarmas Land (SML SP): The Family Bumps Terms After All
AVJennings (AVJ AU) : 11th July Vote On AVID’s Offer

[Japan M&A] Son of Chairman/55%Owner Taking Imagica (6879) Private at 10x FCF, 4+x EBITDA. CHEAP.

This deal should not come as a surprise. Bloomberg has an article out saying tycoons are taking companies private to avoid shareholder activism. It’s not just that.
The stated reasons (competitive environment requiring faster decision-making and significant restructuring) are all kinda hot garbage. This is being done at adjusted EV/EBITDA of 4x and 10x FCF.
And there are no synergies counted, and half of the Adjusted EV is net receivables+inventory equal to about 2mos of revenues. This is being done too cheaply. But…. TIJ baby…

Goldlion Holdings (533 HK): An Unexpected HK Arbageddon

Goldlion Holdings (533 HK) shareholders have voted against Mr Tsang’s HK$1.5232 per share offer. The minority participation rate was high, and the NO vote comfortably cleared the threshold.
The Goldlion deal break was unexpected, and the HKEx merger arb rulebook will be rewritten. This deal break offers several lessons.
Goldlion had the highest premium of the pre-deal break price to the undisturbed price compared to previous deal breaks. My estimated deal-break price is HK$0.953, 36.0% below last close.

Nissin Corp (9066 JP): A Rumoured Bain-Sponsored MBO?

Nissin Corp (9066 JP) shares were up 10.3% based on a Bloomberg report that it would be privatised through a Bain-sponsored MBO.
The deal is expected to exceed JPY100 billion. Assuming this refers to a market cap, the implied offer price is around JPY6,500 (21.5% premium to last close).
While the rumoured offer represents an all-time high share price, it is light compared to precedent and peer multiples. A long-dated offer makes it susceptible to a counterbid.

Merger Arb Mondays (12 May) – ESR, NTT Data, Shibaura, Torii, Imagica, Zeekr, Sinarmas, Gold Road

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: Imagica Robot Holdings (6879 JP), ENN Energy (2688 HK), Oneconnect Financial Technology (6638 HK), Insignia Financial (IFL AU), Smartpay Holdings (SPY NZ), Seven & I Holdings (3382 JP).
Lowest spreads: Bright Smart Securities And (1428 HK), Abacus Storage King (ASK AU), AEON Mall (8905 JP), Dada Nexus (DADA US), SLB Development (SLB SP).

Digging Deeper: The Vote Failed, But the Value in Rio Tinto’s Dual Listing Remains Untapped

The shareholder vote failed, but momentum builds: Despite only 19.35% support, institutional backing signals growing pressure on Rio Tinto’s board to revisit the dual-listed company structure in future.
Valuation gap widens, thesis strengthens: With RIO Ltd trading at a 23.2% premium over RIO plc, the economic case for unification — and the relative value trade — becomes increasingly compelling.
Not statistical arbitrage, but event-driven optionality: The long plc / short Ltd setup lacks persistent mean reversion but offers asymmetric upside if governance shifts, tax changes, or structural catalysts force convergence.

Sinarmas Land (SML SP): The Family Bumps Terms After All

I was wrong. In Sinarmas Land: Bumping Fades Despite IFA Opining Not Fair, I said the Offer needed a bump, but that outcome was looking less likely.
The Widjaja family has now bumped terms to S$0.375/share, up from S$0.31/share, or a 21% increase. Terms have not been declared final.
The IFA’s estimated fair value range for Sinarmas Land (SML SP) was S$0.350 to S$0.361/share. Expect a follow-up opinion revising their conclusion to “Fair and Reasonable” from “Not Fair but Reasonable“.

AVJennings (AVJ AU) : 11th July Vote On AVID’s Offer

On the 1st April, Avjennings Ltd (AVJ AU), a widely recognised home builder in Australia/New Zealand, entered into a Scheme Implementation Deed with AVID at A$0.655/share.
A special dividend – included in the Scheme consideration – could add A$0.072/share in franking credits (to those shareholders who can take advantage), or ~11% of the consideration. That’s chunky.
The Scheme Booklet is now out, with a Scheme Meeting on the 11th July, and expected payment on or before the 14th August. The IE (Kroll) says “fair & reasonable“.

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May 11

Daily Brief Event-Driven: HK Connect SOUTHBOUND Flows (To 9 May 2025); Tech Selling in a Quiet Week and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

HK Connect SOUTHBOUND Flows (To 9 May 2025); Tech Selling in a Quiet Week
[Japan M&A] Bloomberg Reports Bain MBO on Nissin (9066) May Come Monday – The Implied Price Is Light
A/H Premium Tracker (To 9 May 2025): AH Premia Fall Small; Spread Torsion Provides Continued Alpha
Imagica (6879 JP): MBO Tender Offer at JPY795
Smartpay Faces Potential Buyout with 20% Upside Amid Regulatory Challenges and Strategic Interest from Shift4 Payments
Last Week in Event SPACE: NTT Data Corp, Zeekr, Shibaura Electronics, Swire Pacific/ThaiNamthip
(Mostly) Asia-Pac M&A: Torii Pharma, Mitsu. Shokuhin, Domain, Gold Road, Canvest, Shibaura, Tsuruha

HK Connect SOUTHBOUND Flows (To 9 May 2025); Tech Selling in a Quiet Week

Q1 saw record quarterly inflows by SOUTHBOUND investors at HK$435bn, beating the previous 2021Q1 record by >HK$100bn. Five weeks into Q2 we are at HK$175bn.
3 weeks ago saw SOEs sold quite heavily in somewhat weaker volume. last week it was tech. This week it was again tech sold (ETFs bought) suggesting risk-off.
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.

[Japan M&A] Bloomberg Reports Bain MBO on Nissin (9066) May Come Monday – The Implied Price Is Light

Last year, Nissin Corp (9066 JP) started race-walking the good governance walk. The day they released earnings they announced crossholding sales and an overnight 23.61% ToSTNeT-3 Buyback (executed successfully).
They also expected 19% Net Income Growth (to go with accretion), and in November, nearly doubled their dividend on new payout policy (minimum 4% DOE).
Now, Bloomberg reports they are considering going private via a Bain MBO at ¥100bn+ (or a 30% premium).

A/H Premium Tracker (To 9 May 2025): AH Premia Fall Small; Spread Torsion Provides Continued Alpha

AH spreads are basically flat on the shortened week. AH premia rose in Pharma and Tech, fell in Industrials, Finance, and Banks.
All eyes will be on what happens in Geneva. I personally don’t expect much.
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.

Imagica (6879 JP): MBO Tender Offer at JPY795

By Special Situation Investments

Imagica Robot Holdings (6879 JP) has recommended a MBO tender offer from Shunjiro Nagase (President) at JPY795 per share, a 43.0% premium to the undisturbed price.
The offer is reasonable compared to historical trading ranges and is above the midpoint of the IFA DCF valuation range.
Irrevocables (55.40% ownership ratio) pave the way for deal completion. The tender runs from 12 May to 20 June (30 business days).

Smartpay Faces Potential Buyout with 20% Upside Amid Regulatory Challenges and Strategic Interest from Shift4 Payments

Smartpay received takeover offers, including a cash bid of A$1.11/share from Shift4 Payments, with exclusivity granted.
Regulatory changes threatening surcharging could impact Smartpay’s business model, potentially reducing Australian revenues by 10%.
Market prices a 68% success chance for the A$1.11 offer; potential bidding war exists with multiple interested parties.

Last Week in Event SPACE: NTT Data Corp, Zeekr, Shibaura Electronics, Swire Pacific/ThaiNamthip

We have a deal in NTT Data Corp (9613 JP). It’s big, liquid, and a great place to hide for long-only investors who are bearish the market.
Li Shufu-backed Geely Auto (175 HK) offers an ordinary 13.6% premium for 65.7-held Zeekr (ZK US). Li/Geely have the necessary votes to force a privatisation. But still might bump terms.
Yageo Corporation (2327 TT) has now strongly overbid Minebea’s weak overbid of Yageo’s strong overbid of Minebea’s weak overbid of Yageo’s initial hostile offer for Shibaura Electronics (6957 JP).

(Mostly) Asia-Pac M&A: Torii Pharma, Mitsu. Shokuhin, Domain, Gold Road, Canvest, Shibaura, Tsuruha