Event-Driven

When the deal was announced, I wrote that the MBO for Proto Corp (4298 JP) was opportunistic and was possibly “vulnerable” to activist attentions (original insight here).
On the 17th, one large active holder Ancient Arts LP filed an amendment to their Large Shareholder Filing showing a change in Reason for Investment.
On the 18th of Feb, top independent shareholder Kaname Capital reported an increase in stake and sent Open Letters which appear only now to be circulating. It’s worth a look.

CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration

On the 6th December 2024, China National Building Material (3323 HK) (CNBM), China’s leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.
This elevated CNBM’s parent’s stake to 50.01% of total shares from 45.02% currently, necessitating a whitewash waiver so the parent would not be obliged to make a full blown offer.
Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I’m estimating at least 35%. The Offer is now unconditional.

Proto Corp (4298 JP): Kaname Capital Throws a Spanner in the Works

Kaname Capital, the second-largest shareholder of Proto Corp (4298 JP), has issued an open letter stating that the JPY2,100 MBO tender offer is a bad conclusion at the wrong price.
Some assertions are valid, while others do not stand up to scrutiny. Kaname claims that Proto is worth JPY3,778, which will make it hard to reach a compromise.
Maintaining terms is increasingly not viable. The Chairman is likely to respond by lowering the minimum acceptance condition and/or bumping to secure the support of minorities (excluding Kaname).

Clarifying Samsung Life’s Position on How Samsung Electronics Structures Its Shareholder Returns

Samsung Life isn’t getting a boost from Samsung Fire, so they need to stay focused on managing equity to maintain their K-ICS ratio.
They’ll use capital securities issuance as a quick fix but must also monitor their Samsung Electronics stake, a major asset, to manage the situation effectively.
Samsung Electronics will likely focus on dividends over buybacks. Watch for a pair trade setup between common and preferred shares, favoring long positions on preferreds.

Growing Importance of ACT – Korea’s Largest Minority Shareholders Platform

By Douglas Kim

In this insight, we discuss about the growing importance of ACT, the largest minority shareholders platform (https://www.act.ag/) in Korea with nearly 100,000 members and market share of more than 50%.
Recently, ACT has been demanding corporate governance improvements on the following companies: E-Mart, DB Hitek, Lotte Shopping, Youlchon Chem, Hanmi Science, and Solu-M.
ACT has played an important role in the recent shareholder return polices announced by E-Mart which announced a sharply higher total shareholder return policy including higher dividends and share cancellations.

Domain Holdings (DHG AU): CoStar Makes an NBIO; Buys 16.9% Stake; Short Covering Today

Costar Group (CSGP US) bought a 16.9% stake in Domain Holdings Australia (DHG AU) yesterday at A$4.2/share in cash. That is a 34.6% premium to the last close.
Then, Costar Group (CSGP US) made a non-binding indicative proposal to buy all the Domain Holdings Australia (DHG AU) shares it did not own at A$4.2/share.
Nine Entertainment Co Holdings (NEC AU) owns just over 60% of Domain Holdings Australia (DHG AU) and should move higher on the offer.

BBVA/Sabadell: Implications of CNMC Decision, How Much Should BBVA Raise?

The CNMC’s provisional report requires BBVA to extend commitments to SMEs for three years instead of 18 months, a condition seen as manageable but opposed by Sabadell’s leadership.
BBVA’s exchange offer for Sabadell values its shares at €2.37, below the market price of €2.504, implying a 5.3% shortfall, increasing pressure for BBVA to improve its bid.
The Spanish government opposes the takeover, and political intervention, regulatory hurdles, and a history of failed hostile bank takeovers in Europe could significantly impact the deal’s success.

Mayne Pharma (MYX AU): Cosette’s A$7.40/Share Scheme

Mayne Pharma (MYX AU), a leader in dermatology and women’s health, has entered into a Scheme Implementation Deed with US-based pharmaceutical outfit, Cosette Pharmaceuticals.
Cosette is offering A$7.40/share, a 37% premium to last close. Apart from Mayne’s shareholder approval, the Offer requires FIRB signing off.
The Offer also has the backing of Mayne’s two largest shareholder, Viburnum and Bruce Mathieson, collectively holding 14.1%. Implementation is expected late May, early June 2025. This is done.

Domain (DHG AU): CoStar’s A$4.20/Share NBIO

Domain Holdings Australia (DHG AU), Australia’s number two player in the online real estate market, has announced a non-binding proposal, by way of a Scheme, from CoStar Group (CSGP US).
CoStar is offering A$4.20/share, in cash. A A$0.02/share dividend declared on the 13th Feb will be added (but now ex). CoStar also acquired 16.9% of shares out, also at A$4.20/share.
Domain is 60% owned by Nine Entertainment Co Holdings (NEC AU), and has been known to be scoping out a buyer. A firm offer will require FIRB to sign off.

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Feb 20

Daily Brief Event-Driven: MV Australia Equal Weight Index Rebalance Preview: Potential Changes in March; Multiple Overlaps and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

MV Australia Equal Weight Index Rebalance Preview: Potential Changes in March; Multiple Overlaps
StubWorld: PPB In The Doghouse, But These Levels Are Excessive
Canvest (1381 HK): Regulatory Precondition Satisfied
India: March Rebalance Announcement Tomorrow; Round-Trip Trade Over US$2.5bn
EquiLend Gets in on Korea’s Securities Lending Digital Shift: Trading Impact
Asset Sales as a Catalyst for Share Price Recovery
Canvest (1381 HK): SAFE In The Bag, But Oddly, Still Not Free From Pre-Cons

MV Australia Equal Weight Index Rebalance Preview: Potential Changes in March; Multiple Overlaps

With 6 days left to review cutoff, there are 2 potential adds and 3 potential deletions for the MV Australia Equal Weight Index at the March rebalance.
Even if there are no constituent changes, capping changes will lead to one-way turnover of 3% and a round-trip trade of A$159m.
The final list of inclusions/exclusions will depend on price movements till next Friday and whether the provider makes any significant changes to the free float of stocks in the universe.

StubWorld: PPB In The Doghouse, But These Levels Are Excessive

PPB Group (PEP MK)‘s grains & agri arm, and four other feedmillers, has been labelled a cartel and fined by the Malaysian competition watchdog. A judicial review is ongoing.
Preceding my comments on Melco 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%.

Canvest (1381 HK): Regulatory Precondition Satisfied

The regulatory precondition concerning Canvest Environmental Protection Group (1381 HK)’s privatisation offer from Grandblue Environment Co A (600323 CH) has been satisfied.
The sole remaining precondition concerns resolving loan guarantee issues. Canvest is taking steps to resolve these issues, and satisfying this precondition is low-risk.
Despite peers’ re-rating, the offer remains attractive, and the vote is low-risk. At the last close, the gross/annualised spread was 4.5%/15.0% for a mid-June payment.

India: March Rebalance Announcement Tomorrow; Round-Trip Trade Over US$2.5bn

The Index Maintenance Sub-Committee of NSE Indices will meet on 21 February to conduct a semi-annual and quarterly review of stocks in various Nifty equity indices.
The changes will be announced after market close tomorrow and will be implemented at the close of trading on 28 March.
Based on the forecast index changes and capping changes for a few indices, the round-trip trade will be over US$2.5bn and many stocks will have over 0.5x ADV to trade.

EquiLend Gets in on Korea’s Securities Lending Digital Shift: Trading Impact

The remaining third of Korea’s local securities lending market is moving to digital, potentially sparking a whole new trading landscape.
Integrating EquiLend with local platforms boosts post-short-selling volume and shifts a large portion of manual trades into the digital space.
This could spark new algo trading strategies, and with short selling resuming March 31, we’ll need to track how the flow evolves.

Asset Sales as a Catalyst for Share Price Recovery

Telefónica is actively pursuing asset sales in Latin America and Europe, aiming to streamline operations and reduce net debt. The company anticipates generating approximately €3.27 billion from these transactions.
Assuming minimal tax liabilities due to potential offsets from existing losses, the net proceeds could be applied directly to debt reduction, representing an 11.4% decrease in net debt (2.5x EBITDA).
Telefónica’s dividend remains well covered, with a dividend yield of 7.2% for 2025e, significantly above the 10-year Spanish bond yield (3.2%).

Canvest (1381 HK): SAFE In The Bag, But Oddly, Still Not Free From Pre-Cons

After Canvest Environmental Protection Group (1381 HK) announced on the 23rd Jan it had secured Mofcom approval, after securing NDRC earlier that month, that left SAFE. Or so I thought.
SAFE has now been secured, yet two pre-cons concerning certain (internal) guarantees remain outstanding. It’s rare to see SAFE sign off with other pre-cons still hanging.
The consolation here is that KM Lai (ED, DC) and Loretta Lee (ED, CL) are on the hook for a chunk of change if they cause the proposal to lapse.

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Feb 19

Daily Brief Event-Driven: Goodman Group (GMG AU): Much Bigger Index Impact of US$2.5bn Equity Offering and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Goodman Group (GMG AU): Much Bigger Index Impact of US$2.5bn Equity Offering
PEC Ltd. (PEC SP): Privatisation Offer From Liberty Group
Japan Eyewear Holdings: A Short-Term Setback, Long-Term Opportunity?
Profit Targets for TSMC (2330.TT) After Intel Acquisition Announcement
UniCredit’s Banco BPM Takeover: A Deal on the Brink?

Goodman Group (GMG AU): Much Bigger Index Impact of US$2.5bn Equity Offering

Goodman Group went into a trading halt and then announced results and an underwritten equity placement of A$4bn (US$2.54bn) to pursue growth opportunities across logistics and data center operations.
The stock has dropped since CIC’s stake sale in December but still continues to handily outperform peers.
There will be some passive buying in the stock at the time of share settlement and more a few days later to mop up around 37% of the offering.

PEC Ltd. (PEC SP): Privatisation Offer From Liberty Group

PEC Ltd. (PEC SP), a plant and terminal engineering specialist, has (finally) announced an Offer from Allied Energy Services, an engineering entity under the Liberty Group.
Liberty is offering S$0.84/share (not final) – including a AS$0.20/share special dividend – a 12.8% premium to undisturbed; but really more like a >35% premium.
Irrevocables from the board of 63.38% have been secured. Looks pretty clean. Assuming late May payment, pay up to S$0.79/share for a 6%/15% gross/annualised spread.

Japan Eyewear Holdings: A Short-Term Setback, Long-Term Opportunity?

By Oshadhi Kumarasiri

On February 14, 2025, JEH announced the cancellation of its planned share offering and withdrew its Prime Market listing application due to a potential insider trading violation involving an executive.
While the news may trigger a sharp correction in the stock, JEH’s core business remains strong, driven by pricing power, expansion opportunities, and growing inbound demand.
If governance concerns are effectively addressed, the stock could offer a compelling buy-and-hold opportunity once market sentiment stabilizes.

Profit Targets for TSMC (2330.TT) After Intel Acquisition Announcement

By Nico Rosti

Taiwan Semiconductor (TSMC) (2330 TT) started to rally after an article on the WSJ said that the Taiwanese company is considering buying Intel’s semiconductor manufacturing plants.
As always, buy the rumor, sell the news is a possibile strategy here: our models say the stock is getting quickly overbought (WEEKLY period).
In this insight we will provide some short-term, tactical guidance to identify profit targets, where can you expect to see the stock reaching in the next few days/weeks.

UniCredit’s Banco BPM Takeover: A Deal on the Brink?

Danish Compromise Uncertainty: If Banco BPM fails to secure Danish Compromise approval, its CET1 ratio could decline by 268bps, making it a riskier acquisition for UniCredit, potentially jeopardizing the deal.
UniCredit’s Strategic Dilemma: UniCredit may renegotiate the exchange ratio, withdraw the bid, or pursue Commerzbank instead, as Banco BPM’s Anima acquisition increases capital consumption risks and complicates UniCredit’s strategic plans.
Market Skepticism: As of February 18, 2025, Banco BPM’s shares trade at €9.04, while UniCredit’s offer values them at €8.47, leading to a +6.7% gross spread.

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Feb 18

Daily Brief Event-Driven: JIC Launches Shinko (6967) Deal At ¥5 and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

JIC Launches Shinko (6967) Deal At ¥5,920/Share
Hang Seng Index (HSI) Rebalance Preview: Inclusion Candidates for March
CVC Extends Macromill (3978) Bid and Invites Two Funds To Reinvest – More Interesting Than You Think
Base Food (2936 JP): Partial Tender Offer at JPY688
Soundwill Holdings (878 HK): Privatisation Expected From The Controlling Family
Tam Jai (2217 HK): Toridoll (3397 JP)’s Scheme Privatisation at HK$1.58
Tam Jai (2217 HK): Toridoll (3397 JP)’s Excellent Offer
Daemyung Sono Group: Close to Acquiring the Controlling Stake in T’Way Air
Soundwill Holdings (878 HK): Privatisation from the Controlling Shareholder?
A Real-World Take on the Market Worries Around the Samsung Life Act Proposal

JIC Launches Shinko (6967) Deal At ¥5,920/Share

Today quite late, the JIC Consortium announced the launch of the Shinko Electric Industries (6967 JP) Tender Offer expected “mid-February”. Price is still ¥5,920/share.
This is basically going to be all arbs and passive now. And arbs gonna arb.
Congrats if you bought the lows in late November early December. Great trade. Congrats if you bought the last delay dip. Now we can all go home.

Hang Seng Index (HSI) Rebalance Preview: Inclusion Candidates for March

Post market close on Friday, Hang Seng Indexes will announce the changes for the Hang Seng Index (HSI INDEX) that will be implemented at the close on 7 March.
With no constituent changes, one-way turnover will be 2.75% with 3 stocks being capped downward. This gives the index committee the opportunity to add more stocks without significantly increasing turnover.
The return of the high and medium probability inclusions has matched the performance of the Hang Seng Index over the last few months, Shorts have climbed in some names.

CVC Extends Macromill (3978) Bid and Invites Two Funds To Reinvest – More Interesting Than You Think

Today, the closing date of the Tender Offer for Macromill, Inc (3978 JP) by CVC saw the tender offer extended by an extra 10 days with new news.
Price had been declared final. One very large shareholder had said they would not tender. Two more were negotiating. Those two will now tender and reinvest in the back end.
This does not mean the tender offer is a done deal, but it is worth examining.

Base Food (2936 JP): Partial Tender Offer at JPY688

Base Food (2936 JP) announced a partial tender offer from MBF Acceleration, the largest shareholder.
The offer is for a maximum of 3.7 million shares (6.97% ownership ratio) at JPY688 per share, a 23.3% premium to the last close price.
The offer has no minimum acceptance condition, and the price is reasonable. The estimated minimum proration is 21.43%.

Soundwill Holdings (878 HK): Privatisation Expected From The Controlling Family

Small-Cap property developer Soundwill Holdings (878 HK) is currently suspended pursuant to the Takeovers Code
Soundwill is controlled as to 74.97% by Grace Foo (ED), and her descendants, Wai Ling Chan (deputy chairman), and Hing Tat Chan (chairman).
Soundwill is trading at a staggering 0.08x P/B, with the majority of its book value tied up in investment properties.

Tam Jai (2217 HK): Toridoll (3397 JP)’s Scheme Privatisation at HK$1.58

Tam Jai International (2217 HK) announced a scheme privatisation offer from TORIDOLL Holdings Corporation (3397 JP) at HK$1.58 per share, a 75.6% premium to the last close price.
The key condition is the scheme approved by at least 75% disinterested shareholders (<10% disinterested shareholders rejection). No disinterested shareholder holds a blocking stake.
The offer price is final. While 53% below the IPO price, the offer is attractive compared to peer multiples and historical trading ranges. This is a done deal.

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

After Tam Jai (2217 HK) was suspended, in Tam Jai (2217 HK) Suspended: Expect Toridoll (3397 JP) To Make An Offer I expected an Offer from TORIDOLL Holdings (3397 JP).
I also thought an Offer price ~HK$1.50/share would be welcome, but wasn’t hopeful. We got both – a Scheme from Toridoll at HK$1.58/share (best & final).
Clean deal. Just a question of timing. Docs may be delayed to incorporate FY25E (Mar Y/E) financials.

Daemyung Sono Group: Close to Acquiring the Controlling Stake in T’Way Air

By Douglas Kim

After the market close on 17 February, it was announced that the Daemyung Sono Group is close to acquiring the controlling stake in T’Way Air (091810 KS) from Yelimdang.
As the negotiations between the two sides have come to a near agreement, Daemyung Sono is expected to be able to appoint nine directors at the next upcoming AGM.
Typically in cases like this in Korea, the near term impact would be decline in share prices of T’Way Air and T’Way Holdings due to lack of an M&A play.

Soundwill Holdings (878 HK): Privatisation from the Controlling Shareholder?

Soundwill Holdings (878 HK) has entered a trading halt “pending the release of an announcement relating to inside information and pursuant to the Codes on Takeovers and Mergers.”
It is likely that the controlling shareholder (Foo Family Trust), representing 74.94% of outstanding shares, is seeking to launch a privatisation through a Bermuda scheme.
While no disinterested shareholder holds a blocking stake, the headcount test necessitates an attractive offer. We estimate a potential offer price range of HK$7.53-19.44.

A Real-World Take on the Market Worries Around the Samsung Life Act Proposal

The Rebuilding Korea Party’s hints about this bill since Thursday are seen as a key reason Samsung Electronics’ stock has stalled, despite hype around affiliate shareholder returns.
With polls dipping, Lee is shifting right. Given the political shifts, pushing through the controversial Samsung Life Act seems unlikely for now.
Instead of focusing on legislative chances, we should see Samsung Electronics’ stock stall as a short-term entry opportunity ahead of the shareholder return announcement

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Feb 17

Daily Brief Event-Driven: Nikkei 225 Index Rebalance: Performance of Potential Adds/Deletes & Positioning and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Nikkei 225 Index Rebalance: Performance of Potential Adds/Deletes & Positioning
MUFG Partial Offer by MUFG to Buy ~50% of Small Cap Zenhoren (5845) – Watch the Back End
Alibaba (9988 HK): Results This Week; Over US$1bn Passive Selling in 3 Weeks
FSS Officially Rolls Out New Ex-Div Rule for Quarterly Divs; Sammy May Finally Join the Change
Weekly Deals Digest (16 Feb) – Trend Micro, Zenhoren, HKBN, Fosun Tourism, Paragon REIT, CATL
[Quiddity Index Feb25] Nikkei 225 Mar Rebal: 2 or 3 IN, 2 or 3 OUT, ~$3bn 1-Way, 1 Squeeze.
EQD| HSI: 99th Percentile 2-Week Move on Low Volatility. What’s Next?
EQD| HSCEI Index Options Weekly (Feb 10-14): Tactical Hedges for an Extended Rally
EQD| HSI Index Options Weekly (Feb 10-14): Reduce Positions with Short Volatility Edge
SENSEX Index Rebalance Preview: Two Changes for Now; Third Change at the Cusp

Nikkei 225 Index Rebalance: Performance of Potential Adds/Deletes & Positioning

The changes to the Nikkei 225 (NKY INDEX) as part of the March rebalance should be announced in just over 2 weeks. We expect 2-3 changes at the review.
The forecast adds have massively outperformed the forecast deletes and the Nikkei225 Index over every time period going back 3 months with the largest outperformance in the last month.
Positioning appears to be stretched in one forecast add while there appears to be under positioning in a couple of the forecast deletes.

MUFG Partial Offer by MUFG to Buy ~50% of Small Cap Zenhoren (5845) – Watch the Back End

Friday after the close, Mitsubishi UFJ Financial (MUFG) (8306 JP) announced a partial offer to buy up to 13.026385mm shares (minimum 11.661185mm shs) of rent guarantor Zenhoren (5845 JP).
That is 49.6% but an MUFJ sub already owns 1.46%. The offer comes at a 32% premium to last. Two holders with 33.59% of the register have agreed to tender.
This will turn the company into a consolidated subsidiary of MUFG under MUFJ Nicos, the group’s consumer credit subsidiary. Shareholder structure matters. Watch the back end.

Alibaba (9988 HK): Results This Week; Over US$1bn Passive Selling in 3 Weeks

Alibaba Group Holding (9988 HK) stock has rallied bigly over the last month and has gained 55% over that period.
That has led to Alibaba‘s weight in the HSI INDEX, HSCEI INDEX, HSTECH INDEX and HSIII Index rising above the cap of 8%/12% and passives will sell on 7 March.
We estimate passive trackers will need to sell US$1.2bn of stock due to capping. Shorts have been increasing, and quarterly results will be announced on 20 February.

FSS Officially Rolls Out New Ex-Div Rule for Quarterly Divs; Sammy May Finally Join the Change

Starting this year, both year-end and interim divvies follow the new rule, with ex-div dates set after the payout is confirmed.
Quarterly dividend arbitrage will heat up, especially for high-yield bank stocks, attracting traders to cash in on the spread.
Samsung Electronics is likely to update bylaws at the March AGM, with Q1 payout ex-div dates set after the dividend is confirmed.

Weekly Deals Digest (16 Feb) – Trend Micro, Zenhoren, HKBN, Fosun Tourism, Paragon REIT, CATL

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) filed for an H Share listing to raise US$5 billion, and Hexaware Technologies (HEXW IN) seeks to raise US$1 billion.
Event-Driven developments: Trend Micro Inc (4704 JP), Kaonavi Inc (4435 JP), Zenhoren (5845 JP), HKBN Ltd (1310 HK), Fosun Tourism (1992 HK), Paragon REIT (PGNREIT SP).

[Quiddity Index Feb25] Nikkei 225 Mar Rebal: 2 or 3 IN, 2 or 3 OUT, ~$3bn 1-Way, 1 Squeeze.

The data observation period is done. No rank changes in the top candidates since mid-Jan. Capping for Fast Retailing (9983 JP) is confirmed.
For me, it is 2 or 3 ADDs, depending. Kokusai Electric (6525 JP) is still tops. BayCurrent Consulting (6532 JP) second. Shift Inc (3697 JP) third.
Kokusai is +26.7% in 5 weeks since I wrote bullishly, despite news/confirmation of getting the boot from a global index at end-Feb. Baycurrent is +39.7% (link). Now we count flows.

EQD| HSI: 99th Percentile 2-Week Move on Low Volatility. What’s Next?

By John Ley

HSI’s 10-day return of 11.84% ranks it just below the 99th percentile of all 10-day moves since 2000.
This move has been unusual given the low level of historic volatility, ranking it as one of the lowest vol moves of this magnitude.
The current move is abnormal for its return relative to volatility – we dig deeper into how returns and volatility are likely to evolve.

EQD| HSCEI Index Options Weekly (Feb 10-14): Tactical Hedges for an Extended Rally

By John Ley

HSCEI sets new 52-week high by a hair. Rally over the last 10 days ranks in the 97th percentile since 2000.
Spot and implied maintain a positive correlation which will see implieds come off should this rally reverse course.
We recommend two trades for those looking to tactically lighten positions into the rally.

EQD| HSI Index Options Weekly (Feb 10-14): Reduce Positions with Short Volatility Edge

By John Ley

Rally over the past 2 weeks has landed it in the 99th percentile since 2000 and has also been accompanied by low volatility.
The up-trend has a number of characteristics similar to the 21% rally in May 2024 and is in line with levels from which market has failed to advance.
Given how price and vol are likely to evolve over the next month we suggest tactical positions to reduce position size

SENSEX Index Rebalance Preview: Two Changes for Now; Third Change at the Cusp

Nearing the completion of 60% of the review period, there could be two changes for the BSE SENSEX Index (SENSEX INDEX) at the June rebalance.
With one stock right at the cusp of deletion from the index, there could be a third change too. Sector balance will be used to decide the list of inclusions.
The forecast adds outperformed the forecast deletes in the back end of 2024 but there has been huge underperformance this calendar year as stocks with nosebleed valuations have sold off.

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Feb 16

Daily Brief Event-Driven: Japan Eyewear Cancels Offering and TSE Prime Application on Internal Controls Problem – OFF and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Japan Eyewear Cancels Offering and TSE Prime Application on Internal Controls Problem – OFF
Samsung’s 10T KRW Buyback Phase 2: The Timing of the Drop and How the Structure Is Looking
HK Connect SOUTHBOUND Flows (To 14 Feb 2025); HUGE Jump in Value Traded, Consumer Names Get a Bid
A/H Premium Tracker (To 14 Feb 2025): AH Premia Fall but Foreigners Buying Non-H/A Pair HK Stocks
(Mostly) Asia-Pac M&A: Paragon REIT, Kaonavi, Arcadium Lithium, Sun Art Retail, HKBN, and Seven & I
Zenhoren (5845 JP): MUFG (8306 JP)’s Partial Tender Offer
Last Week in Event SPACE: Trend Micro, Furukawa, Melco, Ingenia/Lifestyle
Eqd | S&P/ASX 200 (AS51 INDEX) – RBA Decision: Will the Anticipated Rate Cut Drive the Market?

Japan Eyewear Cancels Offering and TSE Prime Application on Internal Controls Problem – OFF

On Friday after the close, Japan Eyewear Holdings (5889 JP) made a short announcement that it would cancel its equity offering and TSE Prime application announced 10 Feb, discussed here.
I had suggested that the offering price, or a large dip would be a buy. I rescind that recommendation immediately.
The reason for the cancellation? “Matters that need to be confirmed in relation to our internal control system have been discovered and that will take time.”

Samsung’s 10T KRW Buyback Phase 2: The Timing of the Drop and How the Structure Is Looking

The 2nd phase of the buyback, around 3T KRW with a 3-month window, could drop this week, likely by mid- or end-week.
The market’s worried Samsung might not retire the shares this time and could handle them differently.
The latest talk is that Samsung will retire the shares immediately, like Phase 1. This could be an inflection point for solid short-term price action—time to set up positions.

HK Connect SOUTHBOUND Flows (To 14 Feb 2025); HUGE Jump in Value Traded, Consumer Names Get a Bid

There was a HUGE jump in value traded this week – HK$655bn vs ~$300bn for 5-days of trading the last several weeks.
Alibaba Group Holding (9988 HK) was the big buy with net buying 7 of 8 days post-CNY and a huge end of week. Tencent was sold.
There appears to be a flight to Chinese equities by foreigners and SB are taking part with risk-on style trading. Watch Hang Seng rebal news this week!

A/H Premium Tracker (To 14 Feb 2025): AH Premia Fall but Foreigners Buying Non-H/A Pair HK Stocks

AH Premia are lower again (new 5yr low) in the first full week after the CNY holiday. HK stocks up BIG vs A-shares. H/A discounts slightly narrower on average.
That tells you that the big winners in HK the past two weeks are those stocks without A-shares. This past week Healthcare sector pairs saw the best relative H-share performance.
Foreigners returning to HK markets but less to the H in H/A pairs. They are buying HK/China “foreign-investor beta” not China breadth. Feels spivvy, and short-term.

(Mostly) Asia-Pac M&A: Paragon REIT, Kaonavi, Arcadium Lithium, Sun Art Retail, HKBN, and Seven & I

I tally 59 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
Two new deals discussed this week: Paragon REIT (PGNREIT SP) and Kaonavi Inc (4435 JP).
Key updates/news took place on: Arcadium Lithium (LTM AU), Sun Art Retail (6808 HK), HKBN Ltd (1310 HK), and Seven & I Holdings (3382 JP).

Zenhoren (5845 JP): MUFG (8306 JP)’s Partial Tender Offer

Zenhoren (5845 JP) announced a partial tender offer and capital and business agreement from Mitsubishi UFJ Financial (MUFG) (8306 JP). MUFG aims to make Zenhoren a consolidated subsidiary.
The offer is for a minimum of 11.7m shares (44.36% ownership ratio) and a maximum of 13.0m shares (49.55% ownership ratio) at JPY1,000, a 31.9% premium to the last close.
Due to the irrevocable, the minimum acceptance condition requires a minority acceptance rate of 16.6%. This threshold is achievable, as the offer is reasonable.

Last Week in Event SPACE: Trend Micro, Furukawa, Melco, Ingenia/Lifestyle

Reportedly buyout firms are “vying for” Trend Micro Inc (4704 JP). The stock went limit up today. Again. The stock is now getting to the expensive side.
Furukawa (5715 JP) has changed their capital allocation policy for the third time. The company is a cyclical, and will likely always suffer the indignity of a cyclical multiple.
While it often pays to follows where the family invests when assessing holdco structures, Melco International (200 HK)‘s NAV discount is simply too narrow for a simple holding company structure.

Eqd | S&P/ASX 200 (AS51 INDEX) – RBA Decision: Will the Anticipated Rate Cut Drive the Market?

The Reserve Bank of Australia is set to announce its Monetary Policy on 18 February. The current RBA rate stands at 4.35% with no change since 2024.
The market is expecting a 0.25% rate cut. Options expiring on 20 February provide an instrument to trade this event.
Option pricing is in-line with historical S&P/ASX 200 (AS51 INDEX) moves on days after expected rate changes. Contrarians expecting no change might find value in put options.

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Feb 15

Daily Brief Event-Driven: 3D Launches Partial Tender Offer on Hankyu Hanshin REIT (8977) and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

3D Launches Partial Tender Offer on Hankyu Hanshin REIT (8977)
JX Advanced Metals (5016 JP) IPO: TPX Add in April; Global Idx: One in August; One in March or Sep
Quiddity Leaderboard F100/F250 Mar25: High-Impact Intra-Review Additions Possible
Australian Clinical Labs (ACL AU) / Healius (HLS AU): Round 2?
NZME Limited (NZM NZ/AU): In Need Of A Good Story
Biogen’s Acquisition Bid for Sage Therapeutics: Strategic Review, Shareholder Dynamics, and Zurzuvae’s Blockbuster Potential

3D Launches Partial Tender Offer on Hankyu Hanshin REIT (8977)

For the second time in 3 weeks, 3D Investment Partners has launched, unannounced, a Partial Tender Offer for pure investment purposes, for a 10-15% stake in a REIT.
Last time it was NTT UD REIT Investment Corporation (8956 JP). This time it is Hankyu Hanshin REIT, Inc. (8977 JP).
The trade last time was to sell NTT UD on the pop and replace with peers. That has worked. The trade is probably the same here.

JX Advanced Metals (5016 JP) IPO: TPX Add in April; Global Idx: One in August; One in March or Sep

JX Advanced Metals (5016 JP)‘s listing has been approved by the JPX and the stock is expected to start trading on the Prime Market from 19 March.
At the indicative IPO price of JPY 862/share, JX Advanced Metals (5016 JP) will be valued at JPY 800bn (US$5.25bn).
The stock should be added to the TOPIX INDEX at the close on 28 April while timing of inclusion in global indices will depend on domestic/overseas allocations and price moves.

Quiddity Leaderboard F100/F250 Mar25: High-Impact Intra-Review Additions Possible

By Janaghan Jeyakumar, CFA

In this insight, we take a look at the potential index changes for the F100 and F250 indices in the run-up to the March 2025 index rebal event.
We see up to three M&A-related intra-review changes in the next few months.
Our latest estimates suggest there could be one regular change for the F100 index and at least two changes for the F250 index during the March 2025 rebalance.

Australian Clinical Labs (ACL AU) / Healius (HLS AU): Round 2?

Reportedly, Australian Clinical Labs (ACL AU) and Healius (HLS AU) may reload a merger.
The 2023 merger of the second and third-largest pathology plays was blocked by the ACCC. Any follow-up merger will similarly be blocked unless the combined entity jettisons certain ops.
Since the collapse of the merger, Healius has sold its diagnostic business; Crescent Capital has exited ACL; and Capitol Health (CAJ AU) and Integral Diagnostics (IDX AU) merged.

NZME Limited (NZM NZ/AU): In Need Of A Good Story

After NZME Limited (NZM NZ/AU), publisher of the NZ Herald, recently announced sweeping job cuts, the country’s largest private sector union called for the government to step in.
The union said the cutbacks not only affected staff, but also readers seeking information on important issues. NZME’s revamped strategy focuses on stories that engage audience. Or clickbait by detractors.
Reports are now emerging of a possible takeover from local entrepreneurs. Those reports appear tenuous, at best.

Biogen’s Acquisition Bid for Sage Therapeutics: Strategic Review, Shareholder Dynamics, and Zurzuvae’s Blockbuster Potential

By Dalius Tauraitis

Biogen owns ~10% of Sage Therapeutics and offered $7.22/share to acquire the rest, which Sage rejected.
Sage has ~$500m in net cash and a 50/50 partnership with Biogen on Zurzuvae, valued at $10/share.
Biogen’s interest in Sage is driven by Zurzuvae’s potential as a blockbuster drug and associated synergies.

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Feb 14

Daily Brief Event-Driven: Kaonavi (4435 JP) – Small HR Software Co Gets 121% Premium LBO from Carlyle and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Kaonavi (4435 JP) – Small HR Software Co Gets 121% Premium LBO from Carlyle
Trend Micro (4704 JP): Rumoured Buyout Interest Starting to Take Shape
Samsung Life’s Official Move to Make Fire a Subsidiary: A Value-Up Play for Samsung’s Big Three
Kaonavi (4435 JP): Carlyle’s JPY4,380 Tender Offer (121% Premium)
StubWorld: Melco Is Trading Too Tight
Macquarie/Renewi: Agreed Offer
Pesa/Talgo: Talgo Takeover Blocked by Spanish Government
EQD | Westpac Banking (WBC AU) – Expected Move on Profit Announcement and Option Insights
Nektar Therapeutics: Potential Blockbuster Drug and Mispricing Amidst Re-Analyzed Data and Legal Dispute with Lilly
Magnera: Investment Case is On Track

Kaonavi (4435 JP) – Small HR Software Co Gets 121% Premium LBO from Carlyle

Another Japanese smallcap takeover at a huge premium. Must be a day ending in “y.” It is a thing recently.
Interestingly, this is NOT an MBO. It is an LBO. Carlyle is buying out Kaonavi Inc (4435 JP) at ¥4,380/share which is 19x book and 89x EBIT. Nice price.
I expect this gets done easily because the co-CEO with 28.7% and Recruit with 20.6% are putting in. There’s another easy 9.7%. One more holder and this is done.

Trend Micro (4704 JP): Rumoured Buyout Interest Starting to Take Shape

Trend Micro Inc. (4704 JP) shares have hit their daily trade limit, following a Reuters report that Bain, Advent, KKR, and EQT AB are potential bidders.
The lack of a controlling shareholder and increased cybersecurity M&A activity support the buyout interest. In 4Q2024, cybersecurity M&A reached the highest quarterly volume in the past three years.
The valuation is undemanding. If it trades in line with its median peers’ CY2024 EV/Sales and EV/EBITDA multiple, it implies JPY11,500-15,000, a 6%- 38% premium to the current price.

Samsung Life’s Official Move to Make Fire a Subsidiary: A Value-Up Play for Samsung’s Big Three

The FSS will review the subsidiary approval, with final approval expected from the FSC by early April. Market signals suggest a near-100% chance of Samsung Life getting the green light.
Samsung’s moves post-Lee Jae-yong’s Feb 3rd ruling signal a major pivot, setting up aggressive value-up plays across Samsung Life, Samsung Electronics, and Samsung C&T.
Shoring up Samsung Life’s finances triggers a domino effect, positioning Samsung Electronics and Samsung C&T to follow with their own shareholder-friendly moves.

Kaonavi (4435 JP): Carlyle’s JPY4,380 Tender Offer (121% Premium)

Kaonavi Inc (4435 JP) has recommended a tender offer from Carlyle Group / (CG US) at JPY4,380, a 121.2% premium to the last close.
The offer is attractive due to the high takeover premium, being materially above the midpoint of the target IFA’s DCF valuation range and representing a four-year high.
This is a done deal, as the required minority acceptance rate is not onerous. The tender offer is from 14 February to 31 March (30 business days).

StubWorld: Melco Is Trading Too Tight

At an 8% discount to NAV, Melco International Development (200 HK) is trading too tight for what is a simple holding company structure.
Preceding my comments on Melco 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%.

Macquarie/Renewi: Agreed Offer

Macquarie’s Bid for Renewi: Macquarie-led consortium offers 870p per share, valuing Renewi at £707 million, a 57% premium to the pre-offer price, with the deal structured as a scheme of arrangement.
Regulatory and Shareholder Support: 21.1% of Renewi shareholders, including major investors and directors, have given irrevocable undertakings to support the deal, pending approvals from EU, Belgian, and Chinese regulators.
Investment Outlook: At 853p, the gross spread is 2.0%, with an annualized return of ~5.5% if completed by Q2 2025. Market implies a 94.3% probability of success (break price 554p).

Pesa/Talgo: Talgo Takeover Blocked by Spanish Government

Government-Backed Takeover: The Spanish Government blocked Pesa’s €5 per share bid, clearing the way for Sidenor’s lower €4.8 per share offer, aligning with Basque industrial and political interests.
Political Motivations: The intervention is driven by the Spanish Government’s need for Basque nationalist party support in Congress, favoring a regional industrial consolidation over foreign investment.
Recommendation Downgrade: With the removal of competitive bidding, Talgo’s valuation should revert to sector multiples, leading to a SELL recommendation and an estimated fair value of €2.50 per share.

EQD | Westpac Banking (WBC AU) – Expected Move on Profit Announcement and Option Insights

Westpac Banking (WBC AU) is set to announce its 2025 First Quarter Trading Update on 17 February.
Options expiring 20 February can provide an indication of the size of the move expected on the day, as well as directional bias.
The options market expects a 2.1% to 2.6% move in either direction until 20 February, in-line with historic moves. Peers have so far performed positively on reporting days this month.

Nektar Therapeutics: Potential Blockbuster Drug and Mispricing Amidst Re-Analyzed Data and Legal Dispute with Lilly

By Dalius Tauraitis

Nektar Therapeutics trades at 50% of its cash, with potential upside from its atopic dermatitis treatment and Dapirolizumab royalties.
Rezpegaldesleukin’s re-analyzed EASI75 delta is 21%, potentially increasing to 43% due to data anomalies.
NKTR’s litigation against Eli Lilly for data misanalysis could result in substantial compensation if settled.

Magnera: Investment Case is On Track

By Richard Howe

When I originally recommended Magnera (MAGN) in November, my investment thesis could be summarized as follows: “trough valuation on trough earnings.”
And after the company reported earnings, that thesis remains intact.
In its most recent quarter Magnera reported y/y sales and EBITDA growth, suggesting that results have troughed.

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Feb 13

Daily Brief Event-Driven: Thoughts On An Ingenia (INA AU) / Lifestyle (LIC AU) Merger and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Thoughts On An Ingenia (INA AU) / Lifestyle (LIC AU) Merger
China A50 ETFs Rebalance Preview: Three Changes in March
FXI Rebalance Preview: GTJA, ZTE In; CTG, China Coal Out
NIFTY MIDCAP150 Index Rebalance Preview: 15 Potential Changes in March
Banco BPM’s Sweetened Takeover Offer for Anima Holding
EQD | Volatile Roads: Unveiling Risk in the Asian Auto Industry Through the Options Market

Thoughts On An Ingenia (INA AU) / Lifestyle (LIC AU) Merger

Reportedly, Ingenia Communities (INA AU) and Lifestyle Communities (LIC AU) – companies which provide low-cost housing needs for working, semi-retired, and/or retired people – are mulling a merger.
Part of the rumourmill pivots off of the fact Lifestyle will release its 1H25E results after market on the 24th Feb, shortly ahead of Ingenia’s own release the following morning.
Lifestyle’s share price remain 25% adrift of levels shortly ahead of a July 2024 ABC report alleging excessive exit fees.

China A50 ETFs Rebalance Preview: Three Changes in March

With just over a week left to review cutoff, there could be three changes for the iShares A50 China (2823 HK)/ CSOP China A50 (HKD) (2822 HK) ETFs in March.
Guotai Junan Securities, Cambricon Technologies and SAIC Motor could replace CGN Power, Luzhou Laojiao and Inner Mongolia Yili Industrial Group.
Guotai Junan Securities (2611 HK) is expected to be added to the iShares China Large-Cap (FXI) (FXI US) in March, so there should be inflows for the A-shares and H-shares.

FXI Rebalance Preview: GTJA, ZTE In; CTG, China Coal Out

Nearing the end of the review period, we expect two changes for the iShares China Large-Cap (FXI) (FXI US) ETF in March.
Guotai Junan Securities (2611 HK) is a high probability add while China Tourism Group Duty Free (1880 HK) is a high probability delete.
ZTE Corp H (763 HK) is a potential inclusion currently and could replace China Coal Energy Co H (1898 HK) as long as it stays in inclusion zone.

NIFTY MIDCAP150 Index Rebalance Preview: 15 Potential Changes in March

With the review period now complete, there could be 15 changes for the NIFTY Midcap 150 Index at the March rebalance.
Estimated one-way turnover is 8.3% resulting in a one-way trade of INR 7.65bn (US$88m). With over US$40bn tracking the index actively, the impact on the stocks will be much larger.
The outright adds have outperformed the forecast deletes over the last 6 months, but there has been underperformance this calendar year.

Banco BPM’s Sweetened Takeover Offer for Anima Holding

Banco BPM raises offer for Anima to €7.00 per share, securing over 43% shareholder support. Shareholders will vote on February 28, with deal completion expected in mid-2025, pending regulatory approvals.
Strategic acquisition boosts Banco BPM’s non-interest income to 50% of total revenues and strengthens its wealth management and insurance business, reinforcing its defense against UniCredit’s €10 billion takeover attempt.
Market assigns a 92% probability of deal completion. Shareholders are advised to accept, as failure to tender may result in lower liquidity.

EQD | Volatile Roads: Unveiling Risk in the Asian Auto Industry Through the Options Market

The global auto industry faces significant tariff exposure. Option implied volatility offers a forward-looking assessment of risk.
Chinese car makers started to increase in implied volatility more than the other markets at the beginning of February. They now show the highest risk.
Recent implied volatility trends, asymmetric pricing (skew), and the term structure all seem to indicate that the Indian auto sector is the least exposed to international trade relations.

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Feb 12

Daily Brief Event-Driven: Block Deal Sale of About 278 Billion Won of Samsung Electronics by Samsung Life and Samsung F&M and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Block Deal Sale of About 278 Billion Won of Samsung Electronics by Samsung Life and Samsung F&M
Furukawa (5715 JP) – Third Capital Policy Change in a Year Means Big Buyback
HKBN (1310 HK): A Press Report Causes Trepidation
Paragon REIT (PGNREIT SP): Cuscaden Peak’s Attractive Privatisation Offer
EQD | Commonwealth Bank (CBA AU) – Expected Move on Profit Announcement and Option Insights
Taiwan Top 50 ETF Rebalance Preview: Eva Air (2618 TT) Winging Its Way In
Industrivärden’s FY 2024: NAV Evolution, Discount, Target NAV, Replication
Carlyle/SNP Schneider-Neureither & Partner Ag: Trading Above Offer Price

Block Deal Sale of About 278 Billion Won of Samsung Electronics by Samsung Life and Samsung F&M

By Douglas Kim

Samsung Life Insurance (032830 KS) and Samsung Fire & Marine Insurance (000810 KS) plan to sell about 278 billion won of Samsung Electronics (005930 KS) in block deal sales.
A total of 5 million shares of Samsung Electronics shares that are expected to be sold in this block deal sale represents 0.1% of Samsung Electronics’ outstanding shares.
If Samsung Life Insurance is able to sell 4.256 million shares of Samsung Electronics for 236.4 billion won, this would represent 1.3% of Samsung Life Insurance’s market cap.

Furukawa (5715 JP) – Third Capital Policy Change in a Year Means Big Buyback

In May 2023, Furukawa Co Ltd (5715 JP) decided it would review cross-holdings as part of its Actions to Implement Management Awareness of Capital Cost and Share Price.
In February 2024, it announced a cross-holding reduction policy, and then accelerated it in May 2024. They’ve been selling. They did a small buyback too.
Monday they announced a LARGE buyback (looks larger than it is) leaving future capital allocation policy better, but still wanting. The question is now the forward-forward bet.

HKBN (1310 HK): A Press Report Causes Trepidation

HKBN Ltd (1310 HK) shares declined 4.4% after a Sing Tao Daily article claimed that the precondition satisfaction of China Mobile (941 HK)’s offer is at a stalemate.
The mainland regulatory authorities have not provided any feedback on the approval process. The China Traditional Chinese Medicine (570 HK) deal break is cited as a cautionary tale.
While the China TCM deal break taught us that no deal is safe, even an SOE-sponsored deal, the article’s concerns have little merit. This is a buy.

Paragon REIT (PGNREIT SP): Cuscaden Peak’s Attractive Privatisation Offer

Paragon REIT (PGNREIT SP) announced a privatisation proposal from Cuscaden Peak at S$1.0033 per unit (S$0.98 cash per unit and the 2H FY2024 distribution of S$0.0233 per unit).
The offer price is attractive compared to historical trading ranges, peer multiples and precedent privatisations. It represents an all-time high.
No disinterested shareholder holds a blocking stake. At the current price and for an end-of-May payment, the gross/annualised spread was 1.3%/4.6%.

EQD | Commonwealth Bank (CBA AU) – Expected Move on Profit Announcement and Option Insights

Commonwealth Bank of Australia (CBA AU) is set to announce its 2025 Half Year Results on 12 February.
Option prices suggest a 2.4% move in either direction, which is less than the historic move of 3.4% over the past six announcements.
Traders can trade the event through 13 February 2025 listed options (weekly expiration).

Taiwan Top 50 ETF Rebalance Preview: Eva Air (2618 TT) Winging Its Way In

Eva Airways (2618 TT) is forecast to be added to the Yuanta/P-Shares Taiwan Top 50 ETF in March, replacing Formosa Chemicals & Fibre (1326 TT).
Passive trackers will have 1 day of ADV to buy in Eva Airways (2618 TT) and over 3 days of ADV to sell in Formosa Chemicals & Fibre (1326 TT).
Positioning on Eva Airways (2618 TT) does not appear excessive while Formosa Chemicals & Fibre (1326 TT) seems to be oversold.

Industrivärden’s FY 2024: NAV Evolution, Discount, Target NAV, Replication

NAV of Industrivarden (INDUC SS) was c. SEK 160 bn (SEK 370/share) on December 31. NAV increased by 6% during FY 2024. 5-Y total return 78% (OMX30, 64%).
Industrivärden C shares are trading at a 3.9% discount to NAV (vs. 7.4% average for last 5-years). It seems risky to bet on a further discount reduction, rather a reversal.
My target NAV is SEK 171 bn. My TP for the C shares of Industrivärden, assuming a 5% discount to NAV, is SEK 376.5 (4.5% downside).

Carlyle/SNP Schneider-Neureither & Partner Ag: Trading Above Offer Price