Event-Driven

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

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

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

I tally 49 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
Five new deals discussed on Smartkarma this week: SmartPay Holdings (SMP AU), NTT Data Corp (9613 JP), Zeekr (ZK US), Torii Pharmaceutical (4551 JP), and Mitsubishi Shokuhin (7451 JP).
Key updates/news took place on: Domain Holdings Australia (DHG AU), Gold Road Resources (GOR AU), Canvest Environmental Protection Group (1381 HK), Shibaura Electronics (6957 JP), Tsuruha Holdings (3391 JP).

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May 10

Daily Brief Event-Driven: StubWorld: Geely Is (Mostly) Trading “Rich”; And May Still Bump Zeekr Terms and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

StubWorld: Geely Is (Mostly) Trading “Rich”; And May Still Bump Zeekr Terms
Korea Zinc Announces Cancellation of Its Treasury Shares
Aadhar Housing Finance IPO Lockup – PE Owner Is up 5.6x, with US$800m Lockup Expiry Soon
Webjet (WJL AU): Undisclosed Buyer Buying
Wanda Hotel Development’s Asset Sale: Potential Upside and Key Risks Analyzed
Domain Holdings (DHG AU): CoStar’s A$4.43 Binding Proposal a Done Deal
AVJennings (AVJ AU): Scheme Vote on 11 July

StubWorld: Geely Is (Mostly) Trading “Rich”; And May Still Bump Zeekr Terms

Geely Auto (175 HK)‘s discount to NAV is less than half its 12-month average. And Geely is generally trading tighter to listed PRC auto peers.
Preceding my comments on Geely – and NTT Data Corp (9613 JP) – 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%.

Korea Zinc Announces Cancellation of Its Treasury Shares

By Douglas Kim

Korea Zinc (010130 KS)’s chairman Choi Yoon-Beom announced that the company will cancel all 2.04 million treasury shares that the company acquired through a tender offer last year.
Now the company has finally decided to cancel all of the treasury shares this year, this should have a positive impact on its share price.
Korea Zinc announced better than expected earnings in 1Q25. Korea Zinc achieved more than 3.5-fold increase in sales in the strategic minerals sector, including antimony, indium, and bismuth in 1Q25.

Aadhar Housing Finance IPO Lockup – PE Owner Is up 5.6x, with US$800m Lockup Expiry Soon

By Sumeet Singh

Aadhar Housing Finance raised around US$360m in its India IPO in May 2024, via selling a mix of primary and secondary shares. Its IPO lockup is set to expire soon
AHF is focused on the low income housing segments (ticket size less than INR1.5m) in India. It offers a range of mortgage-related loan products.
In this note, we will talk about the lockup dynamics and possible placement.

Webjet (WJL AU): Undisclosed Buyer Buying

By Special Situation Investments

On the 30th September 2024, B2C-player Webjet Group (WJL AU) demerged from (now) B2B-player WEB Travel Group (WEB AU). This was discussed in Thoughts On Webjet (WEB AU)’s Demerger.
Webjet is up 34% this week, on decent volume. The word on the street is that an undisclosed buyer with ~5% was seeking to add an additional 5% (19.6mn shares).
Webjet announced after market yesterday it had became aware of such a buyer. That’s all the information at hand.

Wanda Hotel Development’s Asset Sale: Potential Upside and Key Risks Analyzed

Wanda Hotel Development plans to sell hotel management operations to Tongcheng Travel for HK$2.4bn, exceeding its market cap.
WHD intends to return most sale proceeds to shareholders, retaining some for working capital and future investments.
WHD retains valuable real estate assets, including Chicago condos and a Guilin shopping mall, with potential additional sales.

Domain Holdings (DHG AU): CoStar’s A$4.43 Binding Proposal a Done Deal

Domain Holdings Australia (DHG AU) entered a scheme implementation deed with Costar Group (CSGP US) at A$4.43 per share, a 42.0% premium to the undisturbed price.
As CoStar is a US entity, FIRB approval should be forthcoming. The scheme vote is low-risk, as Nine (60.05% of outstanding shares) will vote in favour of it.
While attractive to precedent transaction multiples, the offer remains light compared to peer multiples. At the last close and for an end-of-August payment, the gross/annualised spread is 1.1%/3.6%.

AVJennings (AVJ AU): Scheme Vote on 11 July

The Avjennings Ltd (AVJ AU) IE considers AVID’s A$0.655 offer fair and reasonable as it is above its A$0.54-0.61 valuation range.
The offer is conditional on shareholder and regulatory approvals (FIRB and OIO). The vote is low-risk, as SC Global (54.02% of outstanding shares) will vote in favour.
The attractive offer represents a 98.5% premium to the undisturbed price. At the last close and for a 14 August payment, the gross/annualised spread is 0.8%/2.8%.

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May 09

Daily Brief Event-Driven: [Japan M&A] NTT (9432) Overpays To Buy Out NTT Data (9613) Minorities and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] NTT (9432) Overpays To Buy Out NTT Data (9613) Minorities
[Japan M&A] MitCorp (8058) Buys Out Subsidiary Mitsubishi Shokuhin (7451) – Bad Process, Bad Price
[Japan M&A] YAGEO Overbids Minebea’s Overbid of YAGEO’s Overbid of Minebea’s Overbid – The Endgame
Swire Pac (19 HK): Thai Beverage Spin-Off
NTT DATA (9613 JP): NTT (9432 JP) Tender Offer at JPY4,000
Shibaura Electronics (6957 JP): End Game Nears as Yageo Launches Its Hostile Tender at JPY6,200
Mitsubishi Shokuhin (7451 JP): MitCorp (8058 JP) Light Tender Offer at JPY6,340
[Japan Activism] ISS Comes Out Supporting Orbis Against Tsuruha/Welcia Merger Ratio
Korea’s FSC Is Rolling Out the Legal Framework for Fractional Share Trading, Starting September 30
What Will Remain with Demerged Siemens Ltd?

[Japan M&A] NTT (9432) Overpays To Buy Out NTT Data (9613) Minorities

Pre-Open, we got a Nikkei article which suggested four different prices possible. We got something in the middle. I think NTT is probably overpaying here.
There is a fair bit of transparency in the documents and valuation. That is encouraging. There are no synergies counted in the fair calculations. That is discouraging.
This will not trade like a “normal” Japan risk arb situation. There will be nuances.

[Japan M&A] MitCorp (8058) Buys Out Subsidiary Mitsubishi Shokuhin (7451) – Bad Process, Bad Price

Mitsubishi Shokuhin (7451 JP) was supposed to announce earnings at 2pm JST. They didn’t. Someone (or people) decided that meant there might be a takeover. There was.
The stock popped nearly 15% to ¥6,200, paused, was flat for an hour, then popped again, closing at ¥6,150/share. Post-close, we get a deal at ¥6,340/share.
A disappointing process. At ¥6,240, the Special Committee said it was “far from a standard that takes into account the interests of TargetCo’s minority shareholders.” At ¥6,340, they dealt. Aaaargh.

[Japan M&A] YAGEO Overbids Minebea’s Overbid of YAGEO’s Overbid of Minebea’s Overbid – The Endgame

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).
We are now 40% higher than the initial bid and the best bid is approaching the top end of Valuation Agent’s top-of-DCF-range prices. There may be a bit more. Maybe.
The question now is only whether Minebea responds. If it does, there is a little juice left, but if not, that’s it. It should get done.

Swire Pac (19 HK): Thai Beverage Spin-Off

Swire Pacific (A) (19 HK) is proposing the spin-off and separate listing on the SET of non-wholly-owned ThaiNamthip Corporation Limited, a Coca-Cola franchise operator in Thailand, Cambodia and Laos.
On the 30th September, Swire completed the 55.7% acquisition for THB42,615.7mn (HK$9,470.1mn). ThaiNamthip concurrently sought to acquire a 30% stake in Swire Coca-Cola’s operations in Vietnam and Cambodia for HK$2,114.6mn.
At the time of the acquisition, ThaiNamthip had an extrapolative price tag of ~HK$17bn. Should the proposed spin-off complete, ThaiNamthip will remain a non-wholly owned subsidiary of Swire.

NTT DATA (9613 JP): NTT (9432 JP) Tender Offer at JPY4,000

NTT Data Corp (9613 JP) has recommended a tender offer from NTT (Nippon Telegraph & Telephone) (9432 JP) at JPY4,000 per share, a 33.7% premium to the last close.
The Nikkei earlier reported on the offer. The offer represents an all-time high and is attractive compared to historical trading ranges, peer multiples and precedent transactions.
The offer could be considered light as it is below the midpoint of the target IFA’s DCF valuation range. However, the shareholder structure suggests a done deal.

Shibaura Electronics (6957 JP): End Game Nears as Yageo Launches Its Hostile Tender at JPY6,200

Yageo Corporation (2327 TT) has revised its tender offer for Shibaura Electronics (6957 JP) to JPY6,200 per share, a 12.7% premium to Minebea Mitsumi (6479 JP)’s JPY5,500 offer.
There are factors supporting Minebea again outbidding Yageo and Minebea withdrawing its offer. Minebea is in a predicament as Yageo has established that it wants Shibaura at any cost.
The most likely scenario is that Minebea withdraws its tender and the Board switches to a neutral opinion due to its ongoing non-price-related concerns.

Mitsubishi Shokuhin (7451 JP): MitCorp (8058 JP) Light Tender Offer at JPY6,340

Mitsubishi Shokuhin (7451 JP) has recommended a tender offer from Mitsubishi Corp (8058 JP) at JPY6,340 per share, a 17.2% premium to the undisturbed price.
While the offer represents an all-time high, it is materially below the midpoint of the IFA DCF valuation range.
The light offer resulted from an unusually long process, with twelve rounds of proposals. However, the shareholder structure suggests a done deal.

[Japan Activism] ISS Comes Out Supporting Orbis Against Tsuruha/Welcia Merger Ratio

Large Tsuruha Holdings (3391 JP) investor Orbis Investments last month said they were against the Tsuruha/Welcia merger ratio. They wanted a cash takeover above Aeon’s Oasis buy price from 2024.
Influential shareholder proxy advisor ISS has apparently come out recommending shareholders vote against. That’s a start, but the hard work needs to be Orbis talking to domestic passive managers.
Getting 90% of foreign active managers as of end-February would make it a very close-run thing, but Orbis really needs some more to show up against the ratio.

Korea’s FSC Is Rolling Out the Legal Framework for Fractional Share Trading, Starting September 30

By Sanghyun Park

With the Capital Markets Act in place, real-time quotes, intraday fills, and orderbook trading for fractional shares are possible—opening the door for Korea’s Robinhood moment.
Fractional share trading in Korea is still minimal at 0.1% of volume, but real-time infrastructure from brokers could drive significant flow and growth.
It will deepen sentiment-driven flows and cause real-time price discovery shifts, opening up new trading opportunities.

What Will Remain with Demerged Siemens Ltd?

By Nimish Maheshwari

Post-Demerger, Siemens Ltd (SIEM IN) continues with Digital Industries, Smart Infrastructure, and Mobility, focusing on core segments like automation, electrification, and rail transport.
The company is getting significant orders in each segment with strong tailwind across all segment.
Siemens Limited’s remaining business is projected to grow at a 15% CAGR, supported by strong order backlogs and improved margins.

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May 08

Daily Brief Event-Driven: [JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) – Split Price Deal on Weak Transparency and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) – Split Price Deal on Weak Transparency
Laopu Gold (6181 HK): US$300m Primary Placement & Index Inclusion Green Light
NTT (9432) To Overpay To Take Over NTT Data (9613) Subsidiary?
ZEEKR (ZK US): Geely Auto’s Light Non-Binding Offer at US$25.66 Per ADS
CATL (300750 CH): Index Inclusion as Potential Listing Nears
Swiggy IPO Lockup – US$7.9bn Lockup Release
Torii Pharma (4551 JP): Shionogi & Co (4507 JP) JPY6,350 Tender Offer
Event Driven: Deep Dive into Siemens Limited’s Energy Demerger
Zeekr (ZK US): Minorities Have Limited Options Amid Geely’s Low-Balled Offer

[JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) – Split Price Deal on Weak Transparency

Today after the close, Shionogi & Co (4507 JP) and Torii Pharmaceutical (4551 JP) announced an agreed deal whereby Shionogi would launch a Tender Offer to take over Torii.
Torii Pharmaceutical shares rallied sharply after earnings so the actual TOB Price of ¥6,350/share is not a particularly high premium vs undisturbed. Valuation transparency is limited. Synergies are not included.
But the price is an ATH, the company is heavily de-levered (so a 23% premium to undisturbed is decent) and the minimum threshold is not high.

Laopu Gold (6181 HK): US$300m Primary Placement & Index Inclusion Green Light

Full circulation implementation at the beginning of April derailed Laopu Gold (6181 HK)‘s chances of global index inclusion in May.
The company has now launched a US$300m primary placement that will significantly improve chances of inclusion in the same global index in August.
Laopu Gold (6181 HK) will also be added to another global index in September, so there are a few index inclusions likely for the stock this year.

NTT (9432) To Overpay To Take Over NTT Data (9613) Subsidiary?

This morning, the Nikkei says NTT (Nippon Telegraph & Telephone) (9432 JP) has decided, 5 years after taking Docomo private, to buy out minorities in NTT Data Corp (9613 JP).
NTT owns 58%. The article suggests a “30-40% premium” (¥3,900-4,200) “is likely”, with the parent spending ¥2-3trln (¥3,380-5,060) on the deal. The numbers are a bit all over the place.
It will go limit up today to ¥3,492. A deal should be announced today after the close when NTT Data reports earnings. There’s a cool index event too.

ZEEKR (ZK US): Geely Auto’s Light Non-Binding Offer at US$25.66 Per ADS

Geely Auto (175 HK), the controlling shareholder, disclosed a cash or scrip non-binding proposal for ZEEKR (ZK US) at US$25.66 per ADS or 12.3 newly issued Geely shares.
While the offer is 22.2% above the IPO price, it is unattractive compared to historical trading ranges, peer multiples and average sell-side price targets.
The shareholder vote is a formality as Geely and concert parties exceed the two-thirds voting threshold. The key risk is the timing of a binding proposal.

CATL (300750 CH): Index Inclusion as Potential Listing Nears

Reports continue to indicate a US$5bn raise for CATL H-shares with a discount of up to 10% to CATL (300750 CH) and with cornerstone investors taking up half the deal.
The company is currently gauging investor demand. The IPO could open next week and the H-shares could list later this month.
Index Fast Entry largely depends on the cornerstone investor allocation. Float higher than 50%/60% is required for Fast Entry to global indices.

Swiggy IPO Lockup – US$7.9bn Lockup Release

By Sumeet Singh

Swiggy (SWIGGY IN) raised around US$1.35bn in its India IPO in Nov 2024. The lockup on its pre-IPO investors is set to expire soon.
Swiggy is a business to commerce marketplace company offering users a platform for ordering grocery and household items and food delivery, through its on-demand delivery network
In this note, we will talk about the lockup dynamics and possible placement.

Torii Pharma (4551 JP): Shionogi & Co (4507 JP) JPY6,350 Tender Offer

Torii Pharmaceutical (4551 JP) has recommended a tender offer from Shionogi & Co (4507 JP) at JPY6,350 per share, a 13.8% premium to the last close.
Despite the lack of an auction and low takeover premium, the offer is attractive compared to historical trading ranges and peer multiples and represents an all-time high.
Japan Tobacco (2914 JP), the controlling shareholder, has provided an irrevocable. The required minority acceptance rate is achievable as the offer is reasonable.

Event Driven: Deep Dive into Siemens Limited’s Energy Demerger

By Nimish Maheshwari

Siemens Ltd (SIEM IN) is spinning off its Energy Business into Siemens Energy India Limited (SEIL), creating two independent entities for focused growth and unlocking shareholder value.
Post-Demerger, SEIL is well-positioned in the Indian energy sector, benefiting from decarbonization initiatives, capital investments, and strong export potential in the coming years.
The remaining Siemens Limited will concentrate on technology sectors like Industry, Infrastructure, and Mobility, maintaining its strong business profile and order backlog, ensuring continued growth post-demerger.

Zeekr (ZK US): Minorities Have Limited Options Amid Geely’s Low-Balled Offer

Geely Auto (175 HK), China’s second-largest carmaker, has made an non-binding proposal for 65.7%-held Zeekr (ZK US), a premium Chinese electric vehicle manufacturer.
Geely is offering US$25.66/ADS, a paltry 13.6% premium. Or 12.3 newly issued shares. The Offer appears opportunistic after Zeekr’s 20% decline YTD (pre-Offer) in response to Trump tariffs.
Should a definitive agreement be inked, this is done. The risk to the trade, as with many US-listed China plays, is timing. Trading tight at a 1.9% gross spread.

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May 07

Daily Brief Event-Driven: Canvest (1381 HK): Buy Here and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Canvest (1381 HK): Buy Here, And On Weakness
HSCEI Earning Revision Analysis (Apr): CCB, Sinopec, BOC, Petrochina, CNOOC, China Overseas, Ping An

Canvest (1381 HK): Buy Here, And On Weakness

Ahead of the 12th May shareholder to vote on Grandblue’s Offer, recent price action in Canvest (1381 HK) has been odd, with considerable selling volume.
By all accounts, a chunk of that selling was brought about by an event desk in Singapore shutting down. Elsewhere, via numerous inquiries, I see nothing deal specific.
In recent positive developments, AEP (3.62% of shares out) is supportive; there are no material updates in s329 announcements; and I see nothing of note when inspecting the shareholder register.

HSCEI Earning Revision Analysis (Apr): CCB, Sinopec, BOC, Petrochina, CNOOC, China Overseas, Ping An

By Ke Yan, CFA, FRM

We analysed the earning revision of component stocks of HSCEI in the past month.
We tabulated stocks with the top impact on index’s EPS, stocks’ EPS revision, and revenue revision.
We highlighted EPS revision on CCB, Sinopec, BOC, Petrochina, CNOOC, China Overseas, Ping An.

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May 06

Daily Brief Event-Driven: ShinKong (2888 TT)/Taishin (2887 TT) – Time To Deal Is Shorter and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

ShinKong (2888 TT)/Taishin (2887 TT) – Time To Deal Is Shorter, But Risk To Peers Is Higher
Gold Road Enters Scheme With Gold Fields
Rare Arb Opportunity from ATS Breakout in Korea: Day-Night Spread
HK Connect SOUTHBOUND Flows (To 2 May 2025); Tech Selling in a Quiet Week
Gold Road (GOR AU): Gold Fields (GFI SJ) Attractive Scheme Offer
A/H Premium Tracker (To 2 May 2025): AH Premia Fall Small; Spread Torsion Provides Continued Alpha
Smartpay (SPY NZ/SMP AU) Enters Exclusivity With Shift4 (?) As Tyro Walks
Selected European HoldCos and DLC: April 2025 Report

ShinKong (2888 TT)/Taishin (2887 TT) – Time To Deal Is Shorter, But Risk To Peers Is Higher

The last couple of days have seen the TWD increase value against the USD extremely sharply. This has caused the Shin Kong/Taishin risk arb spread to widen.
There is no expectation that the merger will be delayed, but the change in USDTWD rate introduces a new dynamic into the ShinKong-as-Taishin-vs Peers trade.
Careful consideration of this trade going forward is worthwhile. What may have been the better trade may no longer be the better trade.

Gold Road Enters Scheme With Gold Fields

Back on the 24th March, Gold Road (GOR AU) rejected an unsolicited offer from Gold Fields (GFI SJ) of $2.27/share cash plus GOR’s effective interest in De Grey Mining (DEG AU).
GFI has now bumped the cash terms to $2.52/share or an all-in price of ~A$3.40/share, a 43% premium to undisturbed. This includes a A$0.35/share fully franked dividend (if paid).
Conditions include the standard Scheme vote plus FIRB. 7.5% of shares out are supportive. Implementation is expected in October 2025.

Rare Arb Opportunity from ATS Breakout in Korea: Day-Night Spread

By Sanghyun Park

Local traders are targeting the spread between day and NXT’s after-hours, a classic arb play similar to what Japanese instos used when ATS first launched, now emerging in Korea.
The gap persists because institutional flow on NXT is still minimal, with recent data showing instos accounting for just 1-2% of total turnover.
NXT’s night session is seeing heavy retail flow, providing instos with the liquidity to trade. This creates a rare opportunity to capitalize on early inefficiencies before others catch on.

HK Connect SOUTHBOUND Flows (To 2 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. The first three weeks in April were HK$168bn. The next two weeks flat.
Two weeks ago saw SOEs sold quite heavily in somewhat weaker volume. This past week saw only 3 days of SOUTHBOUND trading and saw net selling of big internet names.
This week threatens to be quiet as well, as tariff news moves away from China for a little while, and towards foreign auto exporters, Canada, Mexico, and “trade frameworks.”

Gold Road (GOR AU): Gold Fields (GFI SJ) Attractive Scheme Offer

Gold Road Resources (GOR AU) has entered a scheme with Gold Fields Ltd (GFI SJ). The consideration is A$2.52 cash + value per share of Northern Star Resources (NST AU) stake.
The proposal is a logical consolidation to eliminate dissynergies between the JV partners. The offer is attractive compared to peer multiples, precedent transactions and historical trading ranges.
The vote is low-risk, with irrevocables representing 7.51% of the outstanding shares. At the last close and for an early October payment, the gross/annualised spread was 4.1%/10.0%.

A/H Premium Tracker (To 2 May 2025): AH Premia Fall Small; Spread Torsion Provides Continued Alpha

A quiet week as most indices – HK and mainland – saw performance hover around zero for the three days both were open at the start of the week.
For a couple of months I’ve thought warning signs were flashing and spreads could widen. Widening has paused. I am not comfortable it will remain paused or Hs will outperform.
The Quiddity Portfolio is pretty hunkered down and nearly flat H/A risk. But benefits from spread torsion (wider spreads coming in, small premia widening). Alpha good again this week.

Smartpay (SPY NZ/SMP AU) Enters Exclusivity With Shift4 (?) As Tyro Walks

On the 17th March, eftpos terminal provider Smartpay (SPY NZ/SMP AU) announced the receipt of two NBIOs
One from Tyro (TYR AU) (@ NZ$1.00/share) and one from a third party (believed to be Shift4 (FOUR US)). Both parties were granted a limited period of commercial due diligence.
After Shift4 (if indeed them) bumped terms to NZ$1.20/share/A$1.12/share, it was granted exclusivity on the 2nd May. Tyro has now walked.

Selected European HoldCos and DLC: April 2025 Report

Discounts to NAV of covered holdcos mainly widened during April. CF Alba was delisted following conclusion of the takeover acceptance period. Discounts: GBL, 35.3% as of 2 May (vs. 37.6%);
Heineken Holding, 12.3% (vs. 11.2%); Industrivärden C, 9.1% (vs. 2.9%); Investor B, 5.8% (vs. 4.2%); Porsche Automobile Holding, 29.2% (vs. 31.9%); Rio DLC 25.8% (vs. 21.7%); Vivendi 40% (vs. 40.1%).
What seems interesting (unchanged views): Porsche SE vs. listed assets and the Rio DLC (long RIO LN/short RIO AU).

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May 05

Daily Brief Event-Driven: Smartpay (SPY NZ/SMP AU): Three Is No Crowd as a Third Bid Lands at NZ$1.20 and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Smartpay (SPY NZ/SMP AU): Three Is No Crowd as a Third Bid Lands at NZ$1.20
Weekly Deals Digest (04 May) – Toyota Industries, Shibaura, Dickson, HKBN, Meilan Airport, Soundwill
Merger Arb Mondays (05 May) – Makino, Shibaura, 7&I, Dickson, Meilan, Soundwill, Smartpay, Pointsbet
Crude Awakening: Shell’s Possible Bid to Refine BP’s Future
Weekly Update (LION, STRZ, GTX, LBTYA, WDC)

Smartpay (SPY NZ/SMP AU): Three Is No Crowd as a Third Bid Lands at NZ$1.20

On 2 May, Smartpay Holdings (SPY NZ) disclosed receiving a third non-binding scheme proposal from another international strategic at NZ$1.20 (A$1.12), 20% premium to the Tyro Payments (TYR AU) offer.
Smartpay previously disclosed a NZ$1.00 cash/scrip bid from Tyro and an undisclosed offer from an international strategic (rumoured to be Shift4 Payments (FOUR US)).
Smartpay was susceptible to bids due to the RBA’s surcharge review, but the shareholder structure necessitates an attractive offer. The NZ$1.20 offer is attractive.

Weekly Deals Digest (04 May) – Toyota Industries, Shibaura, Dickson, HKBN, Meilan Airport, Soundwill

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: Contemporary Amperex Technology (CATL) (300750 CH) is set to launch an H Share listing to raise US$5 billion.
Event-Driven developments: Toyota Industries (6201 JP), Shibaura Electronics (6957 JP), Dickson Concepts Intl (113 HK), HKBN Ltd (1310 HK), Hainan Meilan International Airport (357 HK), Soundwill Holdings (878 HK).

Merger Arb Mondays (05 May) – Makino, Shibaura, 7&I, Dickson, Meilan, Soundwill, Smartpay, Pointsbet

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: Smartpay Holdings (SPY NZ), Insignia Financial (IFL AU), ENN Energy (2688 HK), Oneconnect Financial Technology (6638 HK), Seven & I Holdings (3382 JP), Smart Share Global (EM US).
Lowest spreads: Bright Smart Securities And (1428 HK), Shibaura Electronics (6957 JP), Abacus Storage King (ASK AU), Makino Milling Machine Co (6135 JP), Sinarmas Land (SML SP).

Crude Awakening: Shell’s Possible Bid to Refine BP’s Future