Event-Driven

Toyota Chair TOYODA made a proposal to take over Toyota Industries (6201 JP), not because he loves forklifts etc; but an opportunistic way to buy a large block of Toyota.
Rio Tinto Ltd (RIO AU) shareholders voted down Palliser’s proposal to review its dual-company structure. That was the right outcome.
Hainan Meilan (357 HK)‘s H-share Offer price of HK$10.62/share is not compelling; but it’s not meant to be, as the SPA Buyer and Seller are ultimately controlled by Hainan SASAC.

(Mostly) Asia-Pac M&A: Ainsworth Game, Bright Smart, PointsBet, Dickson Concepts, Canvest, Shibaura

I tally 49 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
Four new deals discussed on Smartkarma this week: Ainsworth Game (AGI AU), Bright Smart Securities (1428 HK), Hainan Meilan International Airport (357 HK), and of course, Toyota Industries (6201 JP).
Key updates/news took place on: PointsBet Holdings (PBH AU), Gold Road Resources (GOR AU), Dickson Concepts Intl (113 HK), Canvest Environmental Protection Group (1381 HK), and Shibaura Electronics (6957 JP).

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May 03

Daily Brief Event-Driven: StubWorld: On Valuing Toyota Industries (6201)’s Stub Ops and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

StubWorld: On Valuing Toyota Industries (6201)’s Stub Ops
[Alert] Buy Lionsgate Entertainment
Analyzing Active Quick Pitches: Takeovers, Tender Offers, Strategic Reviews and More
KRON Acquisition by Kevin Tang: Analyzing the CVR Structure and Potential Shareholder Value Outcomes
Strategic Reviews, Company Sales, and Litigation: Analyzing Active Portfolio Ideas
Weekly Financial Insights: KRON Buyout, SAGE Earnings, BOOM Performance and More

StubWorld: On Valuing Toyota Industries (6201)’s Stub Ops

Yes, I agree with Travis Lundy that the ¥6tn headline price tag for Toyota Industries (6201 JP) backs out a ~6x forward EBITDA for the unlisted stub ops.
Preceding my comments on the Toyota Group 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%.

[Alert] Buy Lionsgate Entertainment

By Richard Howe

On a sum-of-the-parts basis, LION and STRZ are worth significantly more than is reflected in LGF.A’s stock price.
At the close today, investors could buy 1 share of Lionsgate Entertainment (LGF.A) for $8.90. On May 6, that investor will receive 1.12 shares of LION and 1.12 shares of STRZ.
I estimate LION is worth $11 and STRZ is worth $1.71. As such, it looks like there is ~60% upside

Analyzing Active Quick Pitches: Takeovers, Tender Offers, Strategic Reviews and More

Theratechnologies (THTX) received takeover offers from Future Pak, with a $3.51/share cash offer plus a CVR worth $0.99/share.
Naturgy Energy Group (NTGY:MC) plans to repurchase 9% of shares at €26.5/share, with priority for tenders below 375 shares.
Lensar (LNSR) is being acquired by Alcon for $14/share cash plus a CVR worth up to $2.75/share.

KRON Acquisition by Kevin Tang: Analyzing the CVR Structure and Potential Shareholder Value Outcomes

KRON is being acquired at $0.57/share plus a CVR, below expected net cash of $1/share.
The CVR includes four components, with the “Additional Closing Net Cash” being the primary potential value source.
Management’s 27% ownership suggests deal approval, despite potential risks and uncertainties in CVR payout assumptions.

Strategic Reviews, Company Sales, and Litigation: Analyzing Active Portfolio Ideas

Lifeway Foods is likely to be sold to Danone, with a potential 14%+ upside, following board changes.
Sage Therapeutics rejected Biogen’s offer, initiating a strategic review, indicating potential for a higher acquisition premium.
Liquidia’s patent lawsuit win enables drug commercialization, expected to gain market share and significantly increase valuation.

Weekly Financial Insights: KRON Buyout, SAGE Earnings, BOOM Performance and More

Kronos Bio (KRON) signed an acquisition agreement at $0.57/share plus a CVR, below expected net cash value.
Sage Therapeutics (SAGE) reported Q1 revenue growth, ongoing strategic review, and management urged to cut costs or sell.
DMC Global (BOOM) exceeded Q1 guidance but faces uncertain outlook due to tariffs and demand destruction.

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May 02

Daily Brief Event-Driven: Toyota Industries (6201) – Thinking About How To Value a ¥6trln Bid and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Toyota Industries (6201) – Thinking About How To Value a ¥6trln Bid
Shibaura Elec (6957) – Minebea Overbids Yageo’s Overbid of Minebea’s Overbid of Yageo – ¥5,500
Meilan Airport (357 HK): Possible Unconditional MGO at HK$10.62
Hainan Meilan Intl Airport (357 HK): Hainan SASAC’s Left/Right Pocket MGO
Shibaura Electronics (6957 JP): MinebeaMitsumi Outbids Yageo for a Second Time
Alpha Generation Through Share Buybacks in Korea: Bi-Monthly (March and April 2025)
Lee Myung-Hee Transfers All of Her 10.2% Stake In Shinsegae to Her Daughter Chung Yoo-Kyung
BBVA’s Hostile Offer for Sabadell Moves into Final Phase: The Catalan Conundrum
Starz RemainCo Deep Dive

Toyota Industries (6201) – Thinking About How To Value a ¥6trln Bid

Toyota Industries is a relatively complicated business. It owns lots of shares of Toyota and other companies. It has a financing business, and runs ¥500+bn of EBITDA.
As of 31 March 2025, the “Enterprise Value” of the Operating and Financing Business together was about ¥2.2trln. The “Asset Ownership Business” was at ¥2.8trln (1yr ago it was ¥4trln).
If you think buying the Operating Business at 6x EBITDA is appropriate, that means the Asset Ownership Business block buy gets done at 31-March-2025 prices. Worth thinking about.

Shibaura Elec (6957) – Minebea Overbids Yageo’s Overbid of Minebea’s Overbid of Yageo – ¥5,500

A Nikkei article today suggested Minebea Mitsumi (6479 JP) would overbid Yageo’s dramatic 20% overbid of Minebea’s early ¥4,500 overbid of Yageo’s initial ¥4,300 bid for Shibaura Electronics (6957 JP).
Now the news is out. MinebeaMitsumi has bid ¥5,500. Shibaura Electronics has endorsed. This is bang-in-line with the expected path. The question is now YAGEO’s overbid, expected 7 May.
If I were YAGEO, I would wait for Shibaura’s earnings a couple of days later, then overbid by ¥100-150 and go for 35 days. There’s optionality there.

Meilan Airport (357 HK): Possible Unconditional MGO at HK$10.62

Haikou Meilan International Airport Company entered an SPA with Hainan Island Construction (600515 CH) to sell its Hainan Meilan International Airport (357 HK) 50.19% stake at RMB9.85 per share (HK$10.62).
The SPA completion requires several regulatory approvals, which are low-risk, particularly as Hainan SASAC is the largest shareholder of the offeror and the seller.
Under Rule 26.1 of the Takeovers Code, upon completion, the offeror will be required to make an unconditional mandatory cash offer at HK$10.62 per share. The MGO price is final.

Hainan Meilan Intl Airport (357 HK): Hainan SASAC’s Left/Right Pocket MGO

Hainan Meilan International Airport (357 HK) has announced a potential change of control, via the domestic shares.
Haikou Meilan’s major shareholder, Hainan Airport Industrial, has entered into a SPA with Hainan Island (600515 CH) to sell its 50.19% stake, the completion of which triggers an unconditional MGO.
The H-share Offer price will be HK$10.62/share. That’s not compelling; but it’s not meant to be as Hainan Airport Industrial and Hainan Island Construction are ultimately controlled by Hainan SASAC.

Shibaura Electronics (6957 JP): MinebeaMitsumi Outbids Yageo for a Second Time

Minebea Mitsumi (6479 JP) has revised its tender offer for Shibaura Electronics (6957 JP) to JPY 5,500, representing a 1.9% premium over Yageo Corporation (2327 TT)’s JPY 5,400 hostile offer.
There are factors supporting Yageo again outbidding Minebea, and Yageo calling it quits. A revised Yageo could potentially touch JPY6,000, 40% higher than its first offer.
The shares are trading 7.1% above Minebea’s offer, factoring in a fair chunk of the upside from an ongoing bidding war. Take profits as risk/reward looks unattractive.

Alpha Generation Through Share Buybacks in Korea: Bi-Monthly (March and April 2025)

In this insight, we discuss the alpha generation through companies that announced share buybacks in the Korean stock market in March and April 2025.
There were 40 companies in the Korean stock market that announced share buybacks in the past two months. On average, the share buyback announcements represented 1.7% of outstanding shares.
Astute traders should put alert signals on share buyback announcements in Korea with more than 3% outstanding shares.

Lee Myung-Hee Transfers All of Her 10.2% Stake In Shinsegae to Her Daughter Chung Yoo-Kyung

On 30 April, Lee Myung-Hee (Chairwoman of Shinsegae Group) decided to transfer all of her 10.2% stake in Shinsegae (004170 KS) as a gift to her daughter Chung Yoo-Kyung.
After this gift, Chung Yoo-Kyung’s ownership in Shinsegae will rise from 18.95% to 29.16%.
We are positive on this share transfer of 10.2% stake in Shinsegae from mother (Lee Myung-Hee) to her daughter Chung Yoo-Kyung on the share price impact on Shinsegae.

BBVA’s Hostile Offer for Sabadell Moves into Final Phase: The Catalan Conundrum

CNMC approved BBVA’s bid with mild SME lending and branch access commitments. The offer now enters Phase 3, with government review and CNMV filing expected by late Q2 2025.
Sabadell shares trade 6.7% above the offer value, suggesting market expectation of an improved bid or deal failure. The gross spread is negative despite regulatory momentum.
BBVA’s CET1 would drop to 11.99% under current terms. It can raise the cash offer by €0.12–0.17/share and still stay above 11.5%, allowing room to improve the deal.

Starz RemainCo Deep Dive

By Richard Howe

Lions Gate Entertainment will spin off its 87.2% stake in its studio business (Lionsgate Studios, ticker “LION”) from its Starz media networks division, creating two independent public companies, on May 6, 2025.
The RemainCo will be named Starz and trade under the ticker STRZ.
Starz is a premium subscription video service that operates both a traditional premium cable channel and a modern streaming platform (OTT).

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May 01

Daily Brief Event-Driven: Aisin (7259) – Executing the Capital Policy Side of Its MTMP – Big ¥120bn (8.8%) Buyback and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Aisin (7259) – Executing the Capital Policy Side of Its MTMP – Big ¥120bn (8.8%) Buyback
Soundwill Holdings (878 HK): Wide Spread Ahead of the 23 May Scheme Vote
(Mostly) Asia M&A, Apr 2025 Wrap: Toyota, Abacus Storage, Bright Smart, Fujitsu General, Topcon
Prime Delivery: Amazon’s Route to Outbid DoorDash for Deliveroo
Woongjin Is Buying Preed Life (Largest Funeral Service Company in Korea) Using LBO

Aisin (7259) – Executing the Capital Policy Side of Its MTMP – Big ¥120bn (8.8%) Buyback

Last Friday during market hours, Toyota Group member Aisin (7259 JP) announced earnings, guidance, its MTMP progress update, and a buyback.
Earnings were OK, all things considered. Guidance was disappointing, but tariff impact is real. The buyback headlines are huge (17%); reality is about half that given the stock price.
If they execute via TN-3 near-term, it just sets up the next one, but they may do 2/3 TN=3 and 1/3 market. There may be Toyota Industries factors involved.

Soundwill Holdings (878 HK): Wide Spread Ahead of the 23 May Scheme Vote

Soundwill Holdings (878 HK)’s IFA opines that the Foo family’s HK$8.50 offer is fair and reasonable. The vote is on 23 May.
Key conditions include approval by at least 75% of independent shareholders (<10% of independent shareholders’ rejection) and a headcount test. No shareholder holds a blocking stake.
The offer is attractive compared to historical trading ranges. The vote risk is low. At the current price and for a June 11 payment, the gross/annualised spread is 4.3%/44.0%.

(Mostly) Asia M&A, Apr 2025 Wrap: Toyota, Abacus Storage, Bright Smart, Fujitsu General, Topcon

For April 2025, 9 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$6bn. Not including Toyota Industries (6201 JP)‘s potential Offer.
The average premium for the new transactions announced (or first discussed) in April was ~46%, with a year-to-date average of 53%.
The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.

Prime Delivery: Amazon’s Route to Outbid DoorDash for Deliveroo

Amazon is positioned to outbid DoorDash with a 200–222p/share offer, implying a valuation based on 12.8–14.0x EV/NTM EBITDA, aligning with trade buyer precedent multiples.
While Amazon’s strategic fit is stronger, regulatory scrutiny from the UK CMA presents material timing and execution risks, likely pushing deal closure into Q1–Q2 2026.
Deliveroo shareholders face a trade-off: faster liquidity at 180p via DoorDash, or 10–23% upside with Amazon at the cost of longer timelines and political uncertainty. Long ROO LN.

Woongjin Is Buying Preed Life (Largest Funeral Service Company in Korea) Using LBO

Woongjin Co Ltd (016880 KS) (through its subsidiary WJ Life Holdings) is buying the controlling interest in Preed Life (largest funeral service company in Korea) using LBO (leveraged buyout).
Preed Life is the number one player in the funeral service provider industry in Korea. It has excellent financials and it has done an excellent job of consolidating this industry.
All in all, we like this acquisition of Preed Life by Woongjin using LBO. Preed Life has stable cash flow generation and strong growth in sales and profits.

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Apr 30

Daily Brief Event-Driven: Poon’s Underpriced Takeover. Minorities Deserve Better and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Poon’s Underpriced Takeover. Minorities Deserve Better
Betr’s “Superior Offer” For PointsBet (PBH AU) Is Questionable
Dickson Concepts (113 HK): Sir Poon’s Scheme Offer Below Net Cash
Fujitsu General (6755) – Deal Starts Early, Trades Tight – Done Deal
Soundwill Holdings (878 HK): 23rd May Vote On Founder’s Offer
PointsBet (PBH AU): Betr (BBT AU) Returns with Financing, a Blocking Stake, and Dubious Assumptions
Overhang on KDB’s Sell Down of Its 19.5% Stake in Hanwha Ocean
Fonterra (FCG NZ)’s Consumer Ops Spin-Off (Potentially) Stumbles
Crude Realities: Risk and Reward in the Wood Group Offer
A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS

Poon’s Underpriced Takeover. Minorities Deserve Better

Dickson Concepts (113 HK) (DC)’s Chairman, Dickson Poon (& relatives), holding 61.98%, have tabled an Offer by way of a Scheme for shares not held, at HK$7.20/share (best & final).
That compares to DC’s net cash (as at 30 Sept 2024) of HK$7.44/share. Plus financial assets comprise an additional ~HK$2.16/share.
The IFA will cite liquidity and DC’s historical discount to NAV, and opine “reasonable”, and perhaps even “fair”. It is neither. Minorities should vote this down. But probably won’t …

Betr’s “Superior Offer” For PointsBet (PBH AU) Is Questionable

On the 26th Feb 2025, PointsBet (PBH AU), an Australian/Canadian online wagering platform, entered into a Scheme Implementation Deed with Mixi (2121 JP) at A$1.06/share, a 27.7% premium to undisturbed.
PointsBet rebuffed key (smaller) rival Betr Entertainment (BBT AU)‘s (previously known as BlueBet) ostensibly higher non-binding cash/scrip; and refuted Betr’s claim that it’s Offer was fully funded.
Betr has returned with, what appears to be, an all cash offer of A$1.20/share, fully-funded/underwritten. Betr’s Offer still requires confirmatory due diligence. Importantly, Betr has also acquired a 19.9% stake.

Dickson Concepts (113 HK): Sir Poon’s Scheme Offer Below Net Cash

Dickson Concepts Intl (113 HK) disclosed a Bermuda scheme offer from the controlling shareholder (Sir Poon) at HK$7.20, a 50.6% premium to the last close price.
The offer is final. While the offer represents an all-time high and is attractive compared to historical trading ranges, it is below net cash.
No disinterested shareholder holds a blocking stake, and retail seems supportive (lowering the risk of the headcount test). The offer, while light, will likely succeed.

Fujitsu General (6755) – Deal Starts Early, Trades Tight – Done Deal

The Paloma-Rheem Tender Offer for Fujitsu General (6755 JP) was expected to start in early July but is starting 10 weeks earlier. Big win for arbs.
This was going to be a done deal. It didn’t trade rich to terms and it’s tough to see why activists would push when they haven’t pushed for years.
The deal is now trading tight. Long arbs should probably re-allocate. Those hiding their beta here should hide their beta elsewhere.

Soundwill Holdings (878 HK): 23rd May Vote On Founder’s Offer

On the 7th March, small-cap property developer Soundwill (878 HK) announced an Offer from Grace Foo (ED) and her family, controlling 74.97% of shares out, by way of a Scheme.
The Offer Price of $8.50/share, including a $1.00/share dividend, was a 62.84% premium to undisturbed. But a 87.66% discount to the (then) most recent NAV. Terms were final.
The Scheme Doc is now out, with a Court Meeting on the 23rd May, and payment on or before the 11th June. The IFA (Altus Capital) says “fair & reasonable”.

PointsBet (PBH AU): Betr (BBT AU) Returns with Financing, a Blocking Stake, and Dubious Assumptions

BETR Entertainment (BBT AU) has returned with a non-binding proposal for PointsBet Holdings (PBH AU), which it claims is worth A$1.20 to A$1.50+ per PBH share.
Betr has also acquired a 19.9% stake, which can effectively block Mixi Inc (2121 JP)’s A$1.06 scheme offer. Betr’s offer is higher primarily due to questionable assumptions in the presentation.
Betr has secured over A$260 million in cash funding. Mixi can either let the scheme fail or switch to an off-market takeover offer.

Overhang on KDB’s Sell Down of Its 19.5% Stake in Hanwha Ocean

Korea Development Bank (KDB) is capitalizing on the huge share price appreciation of Hanwha Ocean (042660 KS) to sell some of its stake in the company through block deal sales.
KDB plans to sell its 19.5% stake in Hanwha Ocean. However, the initial block deal sale will be for about 13 million shares (4.3% of outstanding shares).
Hanwha Ocean’s lofty valuations are difficult to justify. As KDB is getting ready to sell more shares, this could cause further overhang on its shares over the next 3-6 months.

Fonterra (FCG NZ)’s Consumer Ops Spin-Off (Potentially) Stumbles

On the 16th May 2024, dairy co-operative Fonterra (FCG NZ) announced a possible partial/full divestment of its global Consumer business, in addition to its Oceania and Sri Lanka integrated businesses.
Last November, Fonterra said it would proceed with the sale process of these business, via a trade dale or IPO. Market valuations were upward of NZ$4bn for the “Mainland Group”.
However, the spin-off hit a snag after a NSW court ruled Fonterra may need to renegotiate a long-term branding agreement with Bega Cheese (BGA AU) should the divestment proceed.

Crude Realities: Risk and Reward in the Wood Group Offer

Sidara’s proposal, Board support, and advanced due diligence underpin a credible path to deal completion, despite market volatility and suspension risks temporarily depressing Wood Group’s trading price.
Investors entering at distressed levels around 17.89p enjoy a highly favorable risk-reward skew, with potential upside of 95% against manageable downside risks if the transaction ultimately collapses.
Existing holders at 26.1p face a more binary outcome, but strategic intent, historical precedents, and Sidara’s prior investment case suggest maintaining exposure through the critical May 15 decision point.

A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS

Mediobanca’s €6.3bn all-share offer for Banca Generali transforms its strategic profile, shifting focus to wealth management while creating a strong industrial partnership with Generali through a stake divestment.
The deal offers a 4.6% gross spread and an estimated 9.4% annualized return over a six-month timeline, underpinned by €660 million synergies that exceed the acquisition premium.
Shareholder approval remains uncertain due to opposition from major investors Delfin and Caltagirone, making institutional support critical as Mediobanca fends off BMPS’s competing, state-aligned hostile bid.

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Apr 29

Daily Brief Event-Driven: Toyota Industries (6201 JP): A Rumoured Privatisation with Several Unknowns and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Toyota Industries (6201 JP): A Rumoured Privatisation with Several Unknowns
Next Target After Hanwha for Regime Change Momentum Play: SK Inc’s Share Cancellation
Hanwha Ocean (042660 KS) Placement: Index Implications; Stock Appears Wildly Overvalued
Ainsworth Game Technology (AGI AU): Novomatic’s Polarising Scheme Offer
Amara (AMA SP): Teo Family Reloads At S$0.895/Share
Sinarmas Land: Bumping Fades Despite IFA Opining Not Fair
Amara Holdings (AMA SP): Conditional VGO at S$0.895
Lions Gate Studios Spin-off Deep Dive
Potential Takeovers, Legal Battles, and Strategic Reviews: Key Updates on THTX, SWTX, LQDA and More
Event Driven: Mahindra & Mahindra Acquired SML Isuzu, Strengthening Presence in CV

Toyota Industries (6201 JP): A Rumoured Privatisation with Several Unknowns

Toyota Industries (6201 JP) shares were set to hit the daily upper limit of JPY16,225 due to press reports of a privatisation bid valuing it at JPY6 trillion.
Toyota Industries confirmed receiving a going-private proposal from a special purpose company, while Toyota Motor (7203 JP) said it is considering all possibilities, including a partial investment.
There are still several unknowns, including the price, the identity of the offeror, potential irrevocable commitments, the financing structure, and the timeline.

Next Target After Hanwha for Regime Change Momentum Play: SK Inc’s Share Cancellation

By Sanghyun Park

Local traders are betting SK Inc will preemptively announce a treasury share cancellation before the June election, positioning it as the center of the regime change momentum play.
From a trading perspective, SK Inc could rally as a “buyback stock” and offer NAV gap trading opportunities.
Another option could be an event-driven hedge strategy: go long on SK and short index futures post-election. If Lee Jae-myung wins, SK could outperform, but the broader market may drop.

Hanwha Ocean (042660 KS) Placement: Index Implications; Stock Appears Wildly Overvalued

By Brian Freitas

Korea Development Bank is looking to sell 13m shares of Hanwha Ocean (042660 KS). That is US$740m at the top end of the marketed range and 4x ADV.
Following the sale, Korea Development Bank will still own over 15% of the company and that will be an overhang for the stock. Plus the stock appears wildly overvalued.
There will be limited buying from passive trackers at the time of the placement with bigger passive flows coming through in June and August.

Ainsworth Game Technology (AGI AU): Novomatic’s Polarising Scheme Offer

Ainsworth Game Technology (AGI AU) entered into a scheme implementation deed with Novomatic, its controlling shareholder, at A$1.00 per share, a 35.1% premium to the unaffected price.
The final offer is unattractive. Kanen Wealth Management opposes the offer. The lack of irrevocables from Spheria and Allan Gray adds to the vote risk.
Cognizant of the scheme vote risk, Novomatic has the option to switch to an alternative takeover offer, which has a 75% minimum acceptance condition, thereby limiting the downside risk.

Amara (AMA SP): Teo Family Reloads At S$0.895/Share

Amara Holdings (AMA SP), a property/hotel play, has announced a best-and-final conditional S$0.895/share cash Offer, a 27% to undisturbed and a lifetime high, from the controlling Teo family.
If Amara sounds familiar, in November 2023, the family launched a best-and-final unconditional cash Offer at S$0.60/share as discussed in Amara (AMA SP): Teo Family’s Lifetime High Offer.
This new Offer has a 90% acceptance condition. Irrevocables tally 90.58%. Done and done.

Sinarmas Land: Bumping Fades Despite IFA Opining Not Fair

Back on 27th March, the family trust of the Widjaja Family made a voluntary unconditional general Offer for the 29.7% in Sinarmas Land (SML SP) not held.
Pricing was uninspiring: the S$0.31 cash Offer (not final) for the (mainly) Indo property play was a 12.9% premium to undisturbed; and a 73.9% discount to the 1H24 S$1.19/share NAV.
The IFA agreed and said “Not Fair but Reasonable”, with an estimated fair value range of S$0.350 to S$0.361/share. This (still) needs a bump. But that is looking less likely.

Amara Holdings (AMA SP): Conditional VGO at S$0.895

Amara Holdings (AMA SP) has disclosed a voluntary conditional offer from a three-member consortium at S$0.895 per share, a 27.0% premium to the last close price.
Irrevocables, including from the 2023 VGO offeror, represent 90.58% of the outstanding shares, ensuring that the 90% minimum acceptance condition will be satisfied and the offer will be declared unconditional.
The offer price is final. The offer is attractive and represents an all-time high, and is 49.2% above the 2023 VGO price.

Lions Gate Studios Spin-off Deep Dive

By Richard Howe

Lionsgate Entertainment (LGFA/LGFB) recently approved the spin-off of Lionsgate Studios (LION). The spin-off should happen within a few weeks.
Lionsgate Studio has carved out a niche as a lean, franchise-focused independent studio that thrives in the mid-budget, IP-driven segment of the entertainment industry.
It punches above its weight by targeting profitable genre films, franchise extensions, and strategic licensing — while avoiding the financial risk of mega-budget blockbusters.

Potential Takeovers, Legal Battles, and Strategic Reviews: Key Updates on THTX, SWTX, LQDA and More

Theratechnologies (THTX) received a non-binding takeover offer from Future Pak, with a potential 62% upside including CVR.
Merck KGaA is nearing a $47/share acquisition of SpringWorks Therapeutics (SWTX), with no competing bidders reported.
Liquidia (LQDA) and UTHR are engaged in legal battles over patent infringement and Yutrepia’s approval, affecting market valuations.

Event Driven: Mahindra & Mahindra Acquired SML Isuzu, Strengthening Presence in CV

By Nimish Maheshwari

Mahindra & Mahindra (MM IN) is acquiring a 58.96% stake in SML Isuzu through SPAs with Sumitomo Corp (8053 JP) and Isuzu Motors (7202 JP), along with open offer.
The acquisition aims to significantly strengthen M&M’s position in the >3.5T commercial vehicle segment, doubling its market share initially and targeting further growth.
This strategic move signals M&M’s clear intent to become a full-range player in commercial vehicles, leveraging synergies in product, network, and manufacturing.

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Apr 28

Daily Brief Event-Driven: Toyota Industries (6201) – SURPRISE! It’s a TOYODA Takeover Proposal (Good Governance May Not Win) and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Toyota Industries (6201) – SURPRISE! It’s a TOYODA Takeover Proposal (Good Governance May Not Win)
Merger Arb Mondays (28 Apr) – Seven & I, Shibaura, Makino, Bright Smart, ENN Energy, Tam Jai
Weekly Deals Digest (27 Apr) – Shibaura, Fujitsu General, Gunma/DHFG, Bright Smart, DN Solutions
Ant Group Takes Out Yip’s Controlling Stake In Bright Smart (1428 HK)
Sinarmas Land (SML SP): Potential Outcomes as IFA Says NOT Fair but Reasonable
Deliveroo’s Special of the Day: A DoorDash Takeover
Ather Energy IPO: Expensive and No Immediate Index Inclusion
Novomatic (Finally) Makes A Move On Ainsworth Game Technology (AGI AU)

Toyota Industries (6201) – SURPRISE! It’s a TOYODA Takeover Proposal (Good Governance May Not Win)

On Friday after the close, media reports surfaced that Toyota Motor (7203 JP) Group chairman and founding family member had put forth a take-private proposal to Toyota Industries (6201 JP).
The number quoted was ¥6trln market cap (most) or EV (FT), financed by personal funds, 3 megabanks, and reportedly some group companies.
¥6trln market cap would be +50%. ¥6trln EV +16%. Simultaneously shocking but somehow not surprising. Opportunistic, and surprisingly elegant as a family/group/cultural solution. More below.

Merger Arb Mondays (28 Apr) – Seven & I, Shibaura, Makino, Bright Smart, ENN Energy, Tam Jai

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: Oneconnect Financial Technology (6638 HK), Insignia Financial (IFL AU), ENN Energy (2688 HK), Seven & I Holdings (3382 JP), Smart Share Global (EM US).
Lowest spreads: Shibaura Electronics (6957 JP), Makino Milling Machine Co (6135 JP), Sinarmas Land (SML SP), Millennium & Copthorne Hotels Nz (MCK NZ).

Weekly Deals Digest (27 Apr) – Shibaura, Fujitsu General, Gunma/DHFG, Bright Smart, DN Solutions

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: DN Solutions (298440 KS) seeks to raise US$1.1 billion in a KRX IPO.
Event-Driven developments: Shibaura Electronics (6957 JP), Fujitsu General (6755 JP), Gunma Bank (8334 JP), Bright Smart Securities And (1428 HK), Dickson Concepts Intl (113 HK), Dada Nexus (DADA US).

Ant Group Takes Out Yip’s Controlling Stake In Bright Smart (1428 HK)

When broker Bright Smart Securities (1428 HK) was suspended recently, one possibility was Chairman, Peter Yip Mow-lum, a 50.54% shareholder, cashing out. And that has now unfolded.
Yip has entered into a SPA with fintech giant Ant Group, the operator of Alipay. The agreement has been struck at HK$3.28/share, a 17.6% premium to undisturbed.
Should the SPA complete – the key condition is NDRC approval – an unconditional MGO is triggered, also at HK$3.28. The price is final.

Sinarmas Land (SML SP): Potential Outcomes as IFA Says NOT Fair but Reasonable

Sinarmas Land (SML SP) IFA opined that the Widjaja family’s S$0.31 offer is NOT fair but reasonable, as it is below the valuation range of S$0.350 to S$0.361.
The independent directors have recommended that shareholders accept. Due to a breach of the 10% free float requirement, the shares will be suspended at the close of the offer.
There are four possible outcomes with a medium probability that Sinarmas will follow the Great Eastern Holdings (GE SP) and Boustead Projects (BOCJ SP) playbook.

Deliveroo’s Special of the Day: A DoorDash Takeover

DoorDash has proposed a cash offer of 180p per share for Deliveroo, representing a 22.7% premium. Deliveroo’s Board is supportive, and the offer values the company at 11.5x EV/NTM EBITDA.
Regulatory risk appears low given limited market overlap between DoorDash and Deliveroo, with a 3–6 month estimated closing timeline; shareholder approval and standard antitrust clearances remain the key conditions.
The deal could trigger a competitive bidding war, particularly from Amazon, a 14% shareholder in Deliveroo, potentially raising valuations towards 13–14x EV/NTM EBITDA and extending the timeline into 2026.

Ather Energy IPO: Expensive and No Immediate Index Inclusion

By Brian Freitas

Ather Energy is looking to raise INR 30bn (US$349m) in its IPO, valuing the company at INR 120bn (US$1.4bn). The company appears to be expensive compared to peers.
Ather Energy could be added to one global smallcap index in August/November and to another in December/March. Small Cap classification for AMFI and no major local index inclusion.
The continued selloff in Ola Electric will give investors pause, especially given Ather Energy‘s stagnant market share and continued losses. There is supply in Ola Electric with PE/VC investors selling.

Novomatic (Finally) Makes A Move On Ainsworth Game Technology (AGI AU)

Ainsworth Game Technology (AGI AU), an Aussie gaming supplier, has entered into a Scheme Implementation Deed with Austria’s Novomatic, Ainsworth’s largest shareholder (52.9%). A from Offer has been long rumoured.
Novomatic is offering A$1.008/share (best & final), a 35% premium to last close. The Offer does NOT require FIRB signing off. The Offer has the unanimous backing of both boards.
Expect shareholder pushback. The Offer consideration is 64% below what Novomatic paid for its controlling stake in 2016.

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Apr 27

Daily Brief Event-Driven: Shin-Etsu Chemical (4063) – OK Earnings and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Shin-Etsu Chemical (4063) – OK Earnings, OK Forecast, But Ground-Breaking Buyback
Bright Smart Securities (1428 HK): Ant’s Possible Unconditional MGO at HK$3.28
HK Connect SOUTHBOUND Flows (To 25 Apr 2025); First Net Sell in Ages, Led by Heavy SOE Selling
A/H Premium Tracker (To 25 Apr 2025): AH Premia Fall Sharply; “Feels” Risk-On But Noisy Spreads
Fujitsu General (6755 JP): Done Deal as Precondition Satisfied
(Mostly) Asia-Pac M&A: Mayne Pharma, Piedmont/Sayona, Jamco, Makino Milling, Sinarmas, Dada Nexus
Last Week in Event SPACE: GMO Internet, Hongkong Land, Shibaura Electronics, Millennium & Copthorne

Shin-Etsu Chemical (4063) – OK Earnings, OK Forecast, But Ground-Breaking Buyback

Shin Etsu Chemical (4063 JP) reported FY earnings to beat January guidance for all four major measures, just slightly. They only guide 1 quarter out, and Q1 is up year-on-year…
…in revenues, but down in OP and NP. Note: OP and NP guidance is nearly identical to what they guided for Q1 last year on ¥585bn revenues (vs ¥610bn now)
The BIG news here is a Very Large Buyback. The company has long has huge piles of cash. This buyback (~90% of annual profit) starts to make use of it.

Bright Smart Securities (1428 HK): Ant’s Possible Unconditional MGO at HK$3.28

Bright Smart Securities And (1428 HK)‘s Chairman entered a SPA with Ant Holdco to sell his 50.55% stake at HK$3.28, a 7.5% premium to the last close.
The SPA completion requires approval from both the NDRC and SFC. Unusually, Ant has the option of extending the long-stop date, reflecting a possibility of extra scrutiny by the regulators.
Under Rule 26.1 of the Code, upon completion, Ant will be required to make an unconditional mandatory cash offer at HK$3.28. The MGO price is final and a knockout offer.

HK Connect SOUTHBOUND Flows (To 25 Apr 2025); First Net Sell in Ages, Led by Heavy SOE Selling

Q1 saw record quarterly inflows by SOUTHBOUND investors at HK$435bn, beating the previous record of Q1 2021 by more than HK$100bn. The first three weeks in April were HK$168bn.
The fourth week (this past week) saw net outflows on low volume as SOUTHBOUND investors sold SOEs quite heavily.
9 of the top 10 Net Sells as % of Volume this past week had China, Beijing, or Shanghai as the first word in their name.

A/H Premium Tracker (To 25 Apr 2025): AH Premia Fall Sharply; “Feels” Risk-On But Noisy Spreads

AH Premia fall sharply. Spread curve torsion is mild but present, with narrow AH Premia widening, and wide premia narrowing.
For a month I thought warning signs were flashing and spreads could widen. That has taken a pause. 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 wider spreads coming in, narrow spreads widening, and liquidity dropping. Alpha good again this week.

Fujitsu General (6755 JP): Done Deal as Precondition Satisfied

The precondition for Paloma Rheem Holdings’ tender offer for Fujitsu General (6755 JP) is satisfied. The offer is from 28 April to 28 May.
Despite an arguably light offer and less than ideal process, this is a done deal due to a lack of opposition and no competing offer.
At the last close and for a 5 June payment, the gross and annualised spreads are 1.3% and 14.1%, respectively.

(Mostly) Asia-Pac M&A: Mayne Pharma, Piedmont/Sayona, Jamco, Makino Milling, Sinarmas, Dada Nexus

I tally 49 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
No new deals discussed on Smartkarma this week. Although Dickson Concepts (113 HK), Bright Smart (1428 HK), and Jilin Jiutai Bank (6122 HK) are suspended pursuant to the Takeovers Code.
Key updates/news took place on Mayne Pharma (MYX AU), Piedmont (PLL AU)/Sayona (SYA AU), Jamco (7408 JP), Makino Milling (6135 JP), Sinarmas Land (SML SP), and Dada Nexus (DADA US).

Last Week in Event SPACE: GMO Internet, Hongkong Land, Shibaura Electronics, Millennium & Copthorne

Negligible float, highly manipulatable, 150x+ forward earnings – yes, investors can afford NOT to have GMO Internet (4784 JP) in their portfolio.
Hongkong Land (HKL SP) stamps its “recycling capital” motto and sells nine floors of One Exchange Square to HKEX (388 HK) for HK$6.3bn (US$810mn).
Shibaura Electronics (6957 JP)asks Minebea Mitsumi (6479 JP) whether they intend to change the consideration terms. Minebea says it is “proceeding with its consideration“.

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Apr 26

Daily Brief Event-Driven: YAGEO and Shibaura Still Fighting and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

YAGEO and Shibaura Still Fighting, Minebea Likely to Bid Up, The Question Is Another YAGEO Overbid
Hongkong Land (HKL SP) Recycles Nine Floors Of One Exchange Square
HLB Merger Arb Setup: How Cancellation Risk Could Lead to Extra Profits
SK Telecom’s Block Deal Sale of 10.8 Million Shares of Kakao Corp
Devyani International’s Acquisition of Sky Gate Hospitality: A Strategic Move for Accelerated Growth
Building the Arsenal: Indra’s Possible Merger with EM&E

YAGEO and Shibaura Still Fighting, Minebea Likely to Bid Up, The Question Is Another YAGEO Overbid

Yageo Corporation (2327 TT) bid ¥4,300 for Shibaura Electronics (6957 JP). Minebea Mitsumi (6479 JP) overbid at ¥4,500. YAGEO overbid Minebea at ¥5,400 on 17 April (expected to start 7-May)
Apparently, YAGEO was a bit upset by the public comments by Shibaura regarding custom/mass-market/online different ways of doing business. YAGEO responded with receipts. Shibaura will respond later.
On the 22nd, Minebea noted they would delay their intended 23rd start date. Now they have more irrevocables. In the end, I expect YAGEO’s, not Minebea’s, top price defines this.

Hongkong Land (HKL SP) Recycles Nine Floors Of One Exchange Square

In a rare move, Jardine Matheson (JM SP)-controlled Hongkong Land (HKL SP) has sold nine floors (147,025 square feet) of One Exchange Square to HKEX (388 HK) for HK$6.3bn (US$810mn).
HKL plans to use the proceeds to provide enhancements to the property sold, the reduction of net debt; and for a share buyback. Shares are up 9% as I type.
HKL is focussed on divesting US$4bn to US$6bn of its balance sheet assets in the next three years. HKL’s CEO Michael Smith: “Recycling capital is our top priority right now“.

HLB Merger Arb Setup: How Cancellation Risk Could Lead to Extra Profits

By Sanghyun Park

We go long on HLB LS, short on HLB Inc, and close the short once HLB LS converts. If the deal falls through, there’s potential for extra profits.
The view that the merger’s worse for HLB LS is gaining support, making it likely the spread could go negative, though there’s risk, the chances are pretty high.
The 4% spread is the floor for arb profit, and cancellation risk could add extra gains. This angle deserves serious consideration right now.

SK Telecom’s Block Deal Sale of 10.8 Million Shares of Kakao Corp

Prior to market open on 25 April, SK Telecom announced that it plans to sell 10.8 million shares of Kakao, representing 2.4% of outstanding shares in a block deal sale.
The sale of Kakao Corp shares and using the proceeds to further acquire shares in SK Broadband and invest in AI businesses is a solid move by SK Telecom.
We believe that this trading down gap of Kakao Corp is likely to be covered soon in the next several days/weeks so it represents a short term buying opportunity.

Devyani International’s Acquisition of Sky Gate Hospitality: A Strategic Move for Accelerated Growth

By Nimish Maheshwari

Devyani International acquired an Indian QSR brand, Sky Gate, marking its entry into Biryani.
The acquisition deal is valued at INR 4.19 billion, translating to a relatively low 1.9x FY25 EV/Sales. This attractive valuation provides DIL with an entry into a high-TAM segment.
No single brand has surpassed INR 3 bn in revenue due to regional taste differences, difficulty in standardising quality, and difficulty in achieving profitability due to high operational costs

Building the Arsenal: Indra’s Possible Merger with EM&E

Indra’s potential merger with Escribano aims to strengthen its industrial base for future European defense programs, but governance concerns and shareholder dilution risks are creating significant market uncertainty.
The transaction’s structure is critical: a pure share swap would preserve Indra’s balance sheet health, while a heavy cash component could raise leverage dangerously, approaching 3.4x net debt/EBITDA.
Event-Driven investors should de-risk ahead of the April 30 board meeting, monitor deal terms closely, and prepare to pivot based on the merger’s financing structure, governance safeguards, and strategic fit.

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Apr 25

Daily Brief Event-Driven: Poon Moves On Dickson Concepts (113 HK)’s Cash Hoard? and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Poon Moves On Dickson Concepts (113 HK)’s Cash Hoard?
Korea Dems’ Surprise Proposal: Separate Tax for Dividends Over 35% Payout
Fujitsu (6702) – Earnings/Guidance OK, Margins Better, But New Quiddity Buyback Data Tool
Gunma Bank (8334 JP): Daishi Hokuetsu (7327 JP) Share Exchange to Establish a Top Regional Bank
Dickson Concepts (113 HK): Controlling Shareholder to Privatise a Negative EV Play?
Wanda Hotel (169 HK) To Offload Hotel Management Arm
LS Cable Plans to Purchase Up To 70 Billion Won of Gaon Cable – Will It Take It Private?
[Quiddity Index Apr25] KOSPI 200 Leaderboard Jun25: 6 ADDs and 6 DELETEs
Lab Tested, Market Approved: KKR’s Biotage Bid Under the Microscope

Poon Moves On Dickson Concepts (113 HK)’s Cash Hoard?

Dickson Concepts Intl (113 HK) (DC), which is principally engaged in the sale of luxury goods business, is suspended pursuant to the Takeovers Code.
DC’s Chairman, Dickson Poon (& spouse), hold 60.5%. Super-net-cash rich DC is trading in sync with historical metrics. 1H25 (Mar Y/E) net profit dropped 40.1%. Shares are roughly flat yoy.
Given DC’s cash hoard, taking the company private makes sense. I doubt Poon is seeking to exit his stake.

Korea Dems’ Surprise Proposal: Separate Tax for Dividends Over 35% Payout

By Sanghyun Park

The bill submitted by the Democratic Party today highlights that separate taxation on dividend income applies only to dividends from companies with a 35% payout ratio or higher.
We might see re-rating on dividend stocks with solid cash flow but below 35%, especially banks over telcos. Holdcos like Samsung C&T, LG, and Hyundai Glovis could attract attention too.
Dark horses like NAVER, with earnings potential, and Samsung Electronics, currently at 25%, could attract attention if they increase payouts to 35%.

Fujitsu (6702) – Earnings/Guidance OK, Margins Better, But New Quiddity Buyback Data Tool

Fujitsu Earnings. Revenues +2.1%, OP +77.5%, Pretax +65.1%, Net -13.0% (basis effect from FY23 one-offs). Forecast? Revs -2.8%, OP/adj +35.8%/+17.2%, Net/adj +77.4%/+3.7%. All guided measures shy vs the Street consensus.
The company presented a progress update on its Medium-Term Management Plan. Core profits are better. Things are improving.
The company also announced a big 11-month ¥170bn buyback. Last year’s was ¥180bn (completed 24 March). Worth checking out the details (and our brand-new buyback tool)

Gunma Bank (8334 JP): Daishi Hokuetsu (7327 JP) Share Exchange to Establish a Top Regional Bank

Gunma Bank (8334 JP) and Daishi Hokuetsu Financial Group (7327 JP)/DHFG have announced an MoU to establish one of the largest regional banks in Japan by 1 April 2027.
The transaction involves delisting Gunma through a share exchange with DHFG. A definitive agreement is expected around March 2026.
The plan is long-dated. The lack of a controlling shareholder necessitates a “fair” exchange ratio. My estimated Gunma/DHFG exchange ratio range is 0.38-0.39x.

Dickson Concepts (113 HK): Controlling Shareholder to Privatise a Negative EV Play?

Dickson Concepts Intl (113 HK) has entered a trading halt “pending the release of an announcement pursuant to The Code on Takeovers and Mergers, which constitutes inside information of the Company.”
The controlling shareholder (Sir Poon) is likely seeking to launch a privatisation through a Bermuda scheme, particularly as the shares trade below net cash.
While no disinterested shareholder holds a blocking stake, the headcount test and a decent AGM participation rate necessitate an attractive offer. The potential offer price range is HK$5.60-9.24.

Wanda Hotel (169 HK) To Offload Hotel Management Arm

Wanda Hotel Development (169 HK), 65.05% held by Wang Jianlin, is selling its hotel property arm to Tencent (700 HK) and Trip.com (9961 HK)-backed Tongcheng Travel Holdings (780 HK).
Wang Jianlin’s cash-strapped Dalian Wanda Group has been offloading assets such as the $8.3bn sale of its mall management business to a PAG-led consortium in March last year.
Wanda Hotel proposes distributing all or part of the proceeds from the sale. Given Wang’s controlling shareholding, I’d tilt towards the former.

LS Cable Plans to Purchase Up To 70 Billion Won of Gaon Cable – Will It Take It Private?

On 22 April, LS Cable & System announced that it plans to acquire up to 70 billion won worth of Gaon Cable.
If LS Cable purchases 70 billion won worth of Gaon Cable’s shares (7.4% stake at current price), its stake in the company would rise to 89%.
There are numerous options for Gaon Cable going forward including privatization or a merger with LS Cable.

[Quiddity Index Apr25] KOSPI 200 Leaderboard Jun25: 6 ADDs and 6 DELETEs

KOSPI 200 is a Korean blue-chip index that tracks the 200 largest and most-liquid names listed in the KOSPI section of the Korea Exchange (KRX).
In this insight, we have presented our final expectations for ADDs and DELs for the upcoming semiannual review in June 2025.
We expect six ADDs and six DELs for the KOSPI 200 index during this index rebal event based on the latest available data.

Lab Tested, Market Approved: KKR’s Biotage Bid Under the Microscope