Event-Driven

In a fairly common pattern, the founding family (38% ownership) of Paramount Bed Holdings Co Lt (7817 JP) have launched an MBO.
It is too cheap at 4.2x adjusted EV/EBITDA (one could argue it is 5.0x but they also have net receivables) for such a ubiquitous brand and growth.
Soft99 Corp (4464 JP) may have been a one-off. Maybe not. People may look at this situation through that lens. It deserves that look.

Paramount Bed Holdings (7817 JP): Another MBO Susceptible to Activism

Paramount Bed Holdings Co Lt (7817 JP) has recommended an MBO at JPY3,530, a 32.2% premium to the last close price. The offer represents a ten-year high.
The offer is below the midpoint of the special committee IFA’s DCF valuation range and its requested price. Hibiki has previously suggested an intrinsic value of JPY4,929.
The setup shares several traits with the Mandom MBO, and has the potential for a bump, particularly if an activist emerges as a substantial shareholder or agitates for better terms.

Timing a Structural Pivot in Samsung’s Max Stretched Pref Discount: Potential Special Dividend

Pref spread looks stretched near 21–22%, likely a pullback soon. Structural re-rate needs a major Samsung narrative shift.
A surprise Samsung special dividend could pivot the pref discount; H2 FCF, Q3 prelims, and lighter capex are the key swing factors.
Expect a short-term pullback; but still stay cautious. Watch the memory upcycle and consider a discount-narrowing trade around late September.

Mandom (4917 JP): Two Is a Company as Murakami Joins the Fray

Murakami reported a 7.14% ownership ratio in Mandom Corp (4917 JP). The average buy-in price of JPY2,070.73 per share is 5.6% above the JPY1,960 CVC-sponsored MBO.
Murakami undoubtedly shares Hibiki’s concerns. On 15 September, Hibiki issued an open letter questioning the rationale behind the Board’s recommendation of a CVC-sponsored preconditional MBO.
With the emergence of Murakami, CVC and the founding family’s options narrow. The need for satisfaction of the precondition buys time, but a bump seems inevitable.

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Sep 24

Daily Brief Event-Driven: Korea Semicon ETF Rebal October Play: 2 In and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Korea Semicon ETF Rebal October Play: 2 In, 2 Out Long-Short Setup
OneConnect (6638 HK/OCFT US): 28th October Vote On Ping An’s Offer
OneConnect Financial (6638 HK/OCFT US): Scheme Vote for Below Net Cash Offer on 28 October
BMPS–Mediobanca: 86.3% Tendered — What Changes Now?
Heineken’s USD3.2 Bn Acqsn. Frothy Valuations. Why Are Asia’s Beer Champions Still Flat?
AAM-Dowlais: Short-Dated Arb with Double-Digit Annualised Return
LakeShore Biopharma Faces Privatization Offer Amid Nasdaq Delisting and Market Overreaction

Korea Semicon ETF Rebal October Play: 2 In, 2 Out Long-Short Setup

MTD screening results with 5 trading days left point to 2 names going out and 2 names coming in: Gemvax and Wonik IPS replace Dongjin Semichem and Jusung Engineering.
Unlike last April’s tariff-distorted +1.3% rebalance, this time we expect cleaner, more meaningful price action.
No pre-positioning seen, so I’ll target ETF rebalance day (Oct 10) and maybe take an anticipatory position a day earlier.

OneConnect (6638 HK/OCFT US): 28th October Vote On Ping An’s Offer

I was way off on timing. After the pre-cons were satisfied on the 9th July, I thought Ping An’s Offer for Oneconnect Financial (6638 HK) could feasibly wrap up around now.
A draft Scheme Doc was released on the 18th July. The IFA (Gram Capital) said fair & reasonable.
The Scheme Document is now out, with a Court Meeting on the 28th October and expected payment around the 28th November.

OneConnect Financial (6638 HK/OCFT US): Scheme Vote for Below Net Cash Offer on 28 October

Oneconnect Financial Technology (6638 HK)’s IFA opines that Ping An Insurance (H) (2318 HK)’s HK$2.068 (US$7.976 per ADS) offer is fair and reasonable. The vote is on 28 October.
The offer is below net cash, and the FCF burn is modest. Ping An is privatising OneConnect just as its revenue declines end (due to the discontinued cloud business).
The high minority participation rate and protest votes at the recent AGM are warning signs that the scheme vote is high risk. This setup is best avoided.

BMPS–Mediobanca: 86.3% Tendered — What Changes Now?

BMPS closed the re-open at 86.3% of Mediobanca (62.3% initial + ~24pts re-open); settlement 29 Sep. Super-majority secured enables extraordinary resolutions; MB remains listed below 90%/95% thresholds.
MB should hug 2.533×BMPS + €0.90 into 29 Sep; basis widened on flows but typically compresses. Sensitivity: each 1% move in BMPS shifts implied MB ~€0.20 (delta ≈2.533).
Trade: convergence hold long MB/short 2.533× BMPS into settlement; exit unless underwriting merger risk. For BMPS, lower dilution and cash outlay support the equity, tempered by integration and accumulation overhang.

Heineken’s USD3.2 Bn Acqsn. Frothy Valuations. Why Are Asia’s Beer Champions Still Flat?

By Devi Subhakesan

Heineken Holding NV (HEIO NA) ’s US$3.2bn acquisition of beer, soft drinks, and retail assets in Central America at 11.6x EV/EBITDA highlights the valuation gap with Asian Beer Companies.
CR Beer’s strong 1H2025 recovery in sales and margins were powered by innovative product launches and digital channel sales. However it’s performance has drawn little market attention, yet.
China Resources Beer Holdings (291 HK) trades near 10-year low EV/EBITDA, even as consensus expects solid margins and steady revenue growth ahead. Expect a valuation upside.

AAM-Dowlais: Short-Dated Arb with Double-Digit Annualised Return

By Special Situation Investments

Dowlais shareholders receive £0.43 cash plus 0.0881 AAM shares, valuing the stock near 82p. Current price 79.75p leaves a 2.9% spread, annualising to ~11–13% returns.
Both shareholder votes passed and AAM secured $3bn funding, reducing execution risk. Regulatory approvals across the US, EU, China, Brazil, and Mexico remain the final gating conditions to completion.
Downside if deal fails: shares could re-rate to pre-announcement 68–75p, ~5–15% downside. Market sees limited overlap, so main risk is delayed approvals pushing closing into early 2026.

LakeShore Biopharma Faces Privatization Offer Amid Nasdaq Delisting and Market Overreaction

LakeShore Biopharma received a non-binding privatization offer of $0.86/share from a consortium including its controlling shareholder.
Crystal Peak Investments acquired a 51% stake at $0.71/share and seeks to buy remaining shares at $0.86/share.
Oceanpine Capital, a consortium member, has historical ties to LSBCF, with its managing director previously serving as chairman.

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Sep 23

Daily Brief Event-Driven: The BOJ Announces the Start of ETF/JREIT Selldowns – Basically a Nothing-Burger and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

The BOJ Announces the Start of ETF/JREIT Selldowns – Basically a Nothing-Burger
HK Connect SOUTHBOUND Flows (To 19 Sep 2025); BIG Single Stock Trading Again, Feels Slightly Toppish
Pacific Industrial (7250 JP): Limited Upside as Effissimo Continues to Add
A/H Premium Tracker (To 19 Sep 2025): AH Premia Contract More, Spreads Still Volatile
Changhong Jiahua (3991 HK): Changhong Group’s Preconditional Scheme at HK$1.223
HK CEO/Director Dealings (22 Sep 2025): TYK Medicine, Chanjet’s Full Circulation, Bonjour, Shunten
Kraft Heinz (Nasdaq: KHC) Spin-Off to Create Value; See Upside From Current Levels
Changhong Jiahua (3991 HK): Sichuan Changhong’s Pre-Con Scheme
BBVA-Sabadell: All-Stock, All-In — But Not a Done Deal
STAAR Surgical Acquisition Opposition, OCI Merger Details, and Lifeway Foods Takeover Saga Updates

The BOJ Announces the Start of ETF/JREIT Selldowns – Basically a Nothing-Burger

In Friday’s Monetary Policy Statement, the BOJ announced it would start selling down its holdings in ETFs and J-REITs at the pace of ¥620bn and ¥5.5bn/year, respectively. BIG NEWS!
That is US$17mm of ETFs and US$150k of J-REITs per day. The BOJ suggests it is 0.05% of volume per day. That’s close. SMALL EFFECT.
Given ¥15trln of buybacks and ¥5trln+ of dividend reinvestment + NISA account buys, plus ¥trlns of cross-holding selldowns/year, this is a total nothingburger, even if they up the pace.

HK Connect SOUTHBOUND Flows (To 19 Sep 2025); BIG Single Stock Trading Again, Feels Slightly Toppish

Gross SOUTHBOUND volumes just over US$22+bn a day this past 5-day week. Biggest week in a while. Net Flows not following gross flows. Feels toppish into GW.
The recommended name last week was Alibaba (9988 HK) was up 2.2% on the week but only +0.7% from Monday close to Friday.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Pairs Monitor are both there for all SK readers.

Pacific Industrial (7250 JP): Limited Upside as Effissimo Continues to Add

Effissimo has steadily increased its Pacific Industrial (7250 JP) stake to 7.0 million shares or a 12.17% ownership ratio. The most recent purchases were at an average price of JPY2,616.08.
Effissimo is taking contrasting approaches to low-ball MBOs. For Soft99 Corp (4464 JP), Effissimo has launched a hostile offer, while for Pacific, Effissimo has chosen to agitate for better terms.
The offer closes on 24 September. While a bump is the most likely scenario, the share price is 30% higher than the offer price, suggesting limited upside. Take profits.

A/H Premium Tracker (To 19 Sep 2025): AH Premia Contract More, Spreads Still Volatile

“Beautiful Skew” nowhere this past week. The meat of the wider parts of the AH premia curve saw Hs underperform even as liquid Hs outperformed As average by 0.6%.
Last week’s long reco on CNOOC Ltd (883 HK) saw the H-share underperform its A by 6.56%. It was a bad week.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Pairs Monitor are both there for all SK readers.

Changhong Jiahua (3991 HK): Changhong Group’s Preconditional Scheme at HK$1.223

Changhong Jiahua Holdings (3991 HK) announced a preconditional privatisation offer from Changhong Group, the controlling shareholder, at HK$1.223, a 32.9% premium to the last close price.
Key conditions include approval by at least 75% independent shareholders (<10% of independent shareholders’ rejection) and the headcount test. The offer is final.
Two shareholders hold blocking stakes – one has provided an irrevocable, and the other is SOE-linked. The offer is attractive compared to historical trading ranges. Timing is the key risk.

HK CEO/Director Dealings (22 Sep 2025): TYK Medicine, Chanjet’s Full Circulation, Bonjour, Shunten

The data in this insight is collated from the “shareholding disclosure” link on the HKEx website.
Often there is a corresponding HKEx announcement on the increase – or decrease – in the shareholding by directors. However, such disclosures are by no means an absolute.
These insights also flag those companies where shares have been pledged, both recently and ongoing.

Kraft Heinz (Nasdaq: KHC) Spin-Off to Create Value; See Upside From Current Levels

Kraft Heinz’s decision to split into Global Taste Elevation Co. and North American Grocery Co. is a strategic move intended to recalibrate the Company amid flattening growth.
We value Kraft Heinz on a sum-of-the-parts (SOTP) basis. Global Taste Elevation is valued at 10x 2025E adjusted EBITDA, while North America Grocery is valued at 7.8x 2025E adjusted EBITDA.
We expect the spin-off to unlock value for shareholders as Global Taste Elevation Co will get better multiple post separation.

Changhong Jiahua (3991 HK): Sichuan Changhong’s Pre-Con Scheme

After Changhong Jiahua (3991 HK) (CJ) was suspended pursuant to the Takeovers Code, I expected SOE-backed Sichuan Changhong (600839 CH) (60.13%) to make an Offer. And that is what unfolded.
Sichuan Changhong plus provincial bodies, have made a pre-conditional Offer by way of a Scheme, at HK$1.223/share, a 32.93% premium to last close. The Offer Price is final.
Pre-Cons include the local SASAC & Reform Commission Commerce, plus SAFE. The risk to the deal will be one of timing. The Offer Price is fair.

BBVA-Sabadell: All-Stock, All-In — But Not a Done Deal

By Special Situation Investments

BBVA’s revised all-share offer removes the discount but offers minimal premium, testing institutional appetite amid weak synergies and a fixed acceptance window ending 7 October.
The absence of cash and refusal to raise terms again leave limited upside optionality, making the risk/reward still favorable for a tactical long SAB / short BBVA trade.
Key focus now shifts to institutional sentiment, final acceptance levels, and governance risks, as tax neutrality alone may not be enough to ensure majority support.

STAAR Surgical Acquisition Opposition, OCI Merger Details, and Lifeway Foods Takeover Saga Updates

STAAR Surgical’s largest shareholder opposes Alcon’s $28/share acquisition offer, potentially forcing a higher bid before the October 23 vote.
OCI N.V. will merge with Orascom Construction, leading to delisting and liquidation, with limited upside from current levels.
Hearst’s $16.50/share bid for DallasNews likely to win shareholder approval, backed by major shareholder and proxy firms.

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Sep 22

Daily Brief Event-Driven: Merger Arb Mondays (22 Sep) – Technopro and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Merger Arb Mondays (22 Sep) – Technopro, Soft99, Mandom, Pacific Ind, Dongfeng, Shengjing, Smartpay
BOK’s Oct Rate Cut Playing Out as a Small/Mid-Cap Re-Rating Narrative in Korea
Hamee: “Demerger Arbitrage” Setup Remains On Track
BMPS–Mediobanca: Super-Majority Secured; Final Day Setup
Weekly Update (3134, Versant, Aumovio)

Merger Arb Mondays (22 Sep) – Technopro, Soft99, Mandom, Pacific Ind, Dongfeng, Shengjing, Smartpay

I summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: Mayne Pharma (MYX AU), Smart Share Global (EM US), ENN Energy (2688 HK), Dongfeng Motor (489 HK), Oneconnect Financial Technology (6638 HK), Joy City Property (207 HK).
Lowest spreads: Bright Smart Securities (1428 HK), Pacific Industrial (7250 JP), PointsBet Holdings (PBH AU), Mandom Corp (4917 JP), Humm Group (HUM AU), Fuji Oil Co Ltd (5017 JP).

BOK’s Oct Rate Cut Playing Out as a Small/Mid-Cap Re-Rating Narrative in Korea

Korea’s structural value gap favors low-PBR, improving-ROE small/mid-caps; traders front-run early movers into the Oct 23 MPC, then rotate into these smaller names as the rate cut nears.
BOK’s key MPC meetings are Oct 23 and Nov 27, with markets pricing in a 25bps cut on Oct 23 to close the policy rate gap with the Fed.
Locals are screening for low-PBR (<0.8), ROE >8%, mid-small caps (KRW 300B–1T); 28 names fit, primed to ride the early rate-cut rally pre-MPC.

Hamee: “Demerger Arbitrage” Setup Remains On Track

By Richard Howe

Hamee reported earnings on September 12, and the stock traded down ~6%.
The headline earnings looked awful but they included many one time and/or non cash expenses.
To me, the underlying business looks strong. The spin-off is on track for early November, and I expect it to serve as a hard catalyst to drive shares higher.

BMPS–Mediobanca: Super-Majority Secured; Final Day Setup

BMPS has 70.5% of Mediobanca after re-open progress (Reuters, 19 Sep). Window closes 22 Sep; settlement 29 Sep. Gross spread ~1.03% on 19 Sep close; convergence momentum and governance transition.
Super-Majority enables extraordinary resolutions; merger remains subject to ECB/SSM, Bank of Italy, and corporate approvals. Expect modest final-day tenders; MB to hug offer formula, with delta ≈2.533 to BMPS.
Trade: convergence hold into final results/29 Sep settlement; maintain tight 2.533 hedge and pre-set rebalance triggers. Directional BMPS bias constructive on lighter dilution/cash; monitor messaging, basis, and any on-market adds.

Weekly Update (3134, Versant, Aumovio)

By Richard Howe

Before I get into my regular update, I want to share one fantastic chart that caught my eye.
It shows current earnings multiple of the S&P 500, 400 and 600, respectively.
One takeaway is that large caps (S&P 500) are at the high end of their historical trading range.

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Sep 21

Daily Brief Event-Driven: Another Passive Flow Trading Target Identified: Sejin Heavy in the Dec Shipbuilding ETF Rebal and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Another Passive Flow Trading Target Identified: Sejin Heavy in the Dec Shipbuilding ETF Rebal
The 2025 Japan September-End Rebal and Dividend Trade
Jinke Smart Services (9666 HK): Boyu’s Unconditional Offer Set to Open
Last Week In Event SPACE: Zijin Mining/Gold, Kokusai Electric, Santos, Krungthai Card
(Mostly) Asia-Pac M&A: Shibaura, ANE, Emeco, SmartPay, Humm, Jinke Smart Service, Soft99, Ci Medical

Another Passive Flow Trading Target Identified: Sejin Heavy in the Dec Shipbuilding ETF Rebal

HHI–Mipo merger overlaps Dec review: Mipo dropped Nov 26, desk holds cash, rebal Dec 12, new HHI shares list Dec 15 but capped at 10%.
No ad-hoc replacement for Mipo Nov 26; Dec review will add a new name, likely Sejin Heavy (075580 KS), with no other significant flows flagged.
Sejin Heavy’s recent post-rally volume cools; passive inflow ~1.5x DTV may trigger visible price action, with potential front-running 1–2 days ahead of Dec 12 ETF rebal.

The 2025 Japan September-End Rebal and Dividend Trade

Every year it’s the same trade. But sometimes it is not. This year it is Friday and Monday. Or not. Historically, the day before ex-date and ex-date see outright performance.
The month-end and quarter-end bring big flows, or not, depending on how things have gone. This year they have gone well for equities, so odds are flows are smaller.
Over the past 10 years or so, the two-day return on the March trade is pretty good. The September trade appears to be more mixed.

Jinke Smart Services (9666 HK): Boyu’s Unconditional Offer Set to Open

On 19 September, Boyu completed the auction share transfer to take its Jinke Smart Services (9666 HK) shareholding to 55.91% of outstanding shares.
Pursuant to Rule 26.1 of the Takeovers Code, Boyu is required to make a mandatory unconditional general offer at HK$6.67. The offer should open by 26 September.
The offer price is unattractive, suggesting a low chance of breaching the public float requirements (23.4% of outstanding shares). At the last close, the gross/annualised spread is 0.9%/10.0%.

Last Week In Event SPACE: Zijin Mining/Gold, Kokusai Electric, Santos, Krungthai Card

Zijin Gold (2259 HK)‘s IPO is, arguably, priced reasonably. Yet, no matter how you slice it, Zijin Mining Group Co Ltd H (2899 HK) has overshot the mark.
KKR’s lock up in Kokusai Electric (6525 JP) expires in less than three weeks. It’s not ideal stepping in front of fast-moving trains, so challenging to recommend a full-throated short.
Abu Dhabis’ ADNOC walks away from Santos Ltd (STO AU). That was, realistically, the most likely outcome.

(Mostly) Asia-Pac M&A: Shibaura, ANE, Emeco, SmartPay, Humm, Jinke Smart Service, Soft99, Ci Medical

I tally 37 – mostly firm, mostly Asia-Pac – arb transactions currently being discussed and analysed on Smartkarma.
No new deals were discussed on Smartkarma this week. Although ANE Cayman Inc (9956 HK) and Emeco Holdings (EHL AU) appear to be in the crosshairs.
Key updates/news took place on SmartPay Holdings (SMP AU), Humm Group (HUM AU), Jinke Smart Services (9666 HK), Shibaura Electronics (6957 JP), Soft99 (4464 JP), and Ci Medical (3540 JP).

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Sep 20

Daily Brief Event-Driven: Introducing Trading Opportunities from Newly Listed Top 3 Korea Sector ETF Futures and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Introducing Trading Opportunities from Newly Listed Top 3 Korea Sector ETF Futures
Jinke Smart (9666 HK): Boyu’s Offer Now Unconditional
Vivani Medical Prepares Spin-Off of Cortigent: Neuromodulation Gets Its Own Spotlight
TSI Buys Freak’s Store Owner Daytona International

Introducing Trading Opportunities from Newly Listed Top 3 Korea Sector ETF Futures

New futures launched on KRX Semis, PLUS K-Defense, and SOL Shipbuilding ETFs — the first sector-focused ETFs over 1T KRW to get futures.
All three sectors dominate Korea’s market, already absorbing liquidity, and ETF futures could trigger delta-hedge arb flows, pushing liquidity even higher.
All three indices are top-heavy, so flows in big-weight names can create spot-futures dislocations and alpha on individual spreads—especially during early MM liquidity and aggressive basis plays.

Jinke Smart (9666 HK): Boyu’s Offer Now Unconditional

Back on the 28th April 2025, PRC-incorporated property management play Jinke Smart Services (9666 HK) announced a possible unconditional MGO take-under at HK$6.67/share.
The Boyu-backed Offeror and Concert Parties holding 37.86% (at the time), bought Jinke Property (000656 CH)‘s 18.05% stake at auction on the 30th March, triggering an unconditional MGO (once completed).
The “Auction Transfer” was subject to CSDC oversight, which has now been satisfied/completed. The Composite Doc is expected to be dispatched on or before the 26th September.

Vivani Medical Prepares Spin-Off of Cortigent: Neuromodulation Gets Its Own Spotlight

Vivani Medical has set Oct 8, 2025 as teh record date for its earlier announced spin-off of its neuromodulation subsidiary, Cortigent Inc.
Vivani will retain its focus on its GLP-1 implant pipeline for metabolic disease. Investors get clean exposure to two very different growth narratives: neuromodulation (BCI) and drug implants.
If executed properly, this spin-off could unlock meaningful valuation uplift particularly for Cortigent in a promising but under-served medtech space.

TSI Buys Freak’s Store Owner Daytona International

By Michael Causton

Like all the big apparel firms, TSI sees diversification as one of the few ways to find growth in a contracting market.
It has the cash to do this and has just bought Daytona, the respected operator of the Freak’s store chain.
It will use its access to capital to accelerate expansion for new fashion chains.

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Sep 19

Daily Brief Event-Driven: Zijin Gold (2259 HK) IPO: HSCI Fast Entry; Quick Stock Connect Add; Global Indices Entry in 2026 and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Zijin Gold (2259 HK) IPO: HSCI Fast Entry; Quick Stock Connect Add; Global Indices Entry in 2026
[Japan M&A/Activism] The Nagging Little Detail In the Soft99 MBO Extension Target Doc
Flagging a New Passive Flow Trading Opportunity Triggered by Korea’s Divvy Policy Momentum
ANE Cayman (9956 HK): Centurium / Management Buyout?
SmartPay (SPY NZ/SMP AU): 14th October Vote On Shift4’s Offer
ANE Cayman (9956 HK): Trade Buyer or Centurium Capital to Launch a Privatisation Offer?
FleetPartners (FPR AU): Mitsubishi Motors’ Register Raid Foreshadows An Offer
Smartpay (SPY NZ/SMP AU): Scheme Vote on 14 October
EQT Partners – To Acquire a Controlling Stake In Douzone Bizon & A Tender Offer of Minority Shares?
Zijin Mining (2899 HK): Zijin Gold Priced At US$24bn

Zijin Gold (2259 HK) IPO: HSCI Fast Entry; Quick Stock Connect Add; Global Indices Entry in 2026

By Brian Freitas

Zijin Gold (2259 HK) is looking to raise up to HK$28.7bn (US$3.7bn) in its IPO, valuing the company at HK$191.6bn (US$24.6bn).
Zijin Mining (2899 HK) will hold between 85-86.7% of Zijin Gold and that will limit the free float of the stock. Half the IPO has been allotted to cornerstones.
Zijin Gold could be added to the HSCI via Fast Entry and to Stock Connect in October. Global index inclusion should take place in the first half of 2026.

[Japan M&A/Activism] The Nagging Little Detail In the Soft99 MBO Extension Target Doc

Yesterday, Soft99 Corp (4464 JP) announced a slight change in its “Target Opinion Document” after the MBO Bidco extended its TOB by 8 days the day before.
The detail was not in the MBO Bidco extension. It was just revealed in an added note on p3 of the Target Opinion.
That details matters A LOT to people looking at the Effissimo Overbid. The company’s Board has some serious work ahead.

Flagging a New Passive Flow Trading Opportunity Triggered by Korea’s Divvy Policy Momentum

PLUS High Dividend ETF (161510 KS) reshuffle is now a key flow catalyst: June saw GS E&C and HD Hyundai out, Hyundai Motor in, with sharp one-day moves.
December review shaping up as 2-in/2-out: Seoul Guarantee (031210) and LG Corp (003550) in, Shinhan (055550) and KB (105560) out.
Passive flows: Shinhan/KB ~0.3–0.4x DTV, LG ~3x, Seoul Guarantee 5–6x. With AUM up 30% since June, upcoming adds face outsized passive impact.

ANE Cayman (9956 HK): Centurium / Management Buyout?

ANE Cayman (9956 HK), a road freight transportation play, is suspended pursuant to the Takeovers Code.
PE outfit Centurium Partners, a pre-IPO investor, holds 24.6%. Two senior management – past & present – hold a further 20.2%.
ANE’s share price is up 29% YTD, but 27% adrift of its November 2021 IPO price.

SmartPay (SPY NZ/SMP AU): 14th October Vote On Shift4’s Offer

Back on the 23rd June, eftpos terminal provider SmartPay Holdings (SMP AU/NZ) entered into a Scheme Implementation Deed withShift4 Payments (FOUR US).
Shift4 is offering NZ$1.20, a 90.5% premium to undisturbed. The Offer has the unanimous backing of both boards. Microequities with 13.3% of shares out, is supportive.
The Scheme Booklet is now out, with a Scheme Meeting on the 14th October, and expected implementation on or before the 4th November. The IE (Calibre) says “fair & reasonable“.

ANE Cayman (9956 HK): Trade Buyer or Centurium Capital to Launch a Privatisation Offer?

ANE Cayman Inc (9956 HK) is on a halt “pending the release of an announcement pursuant to the Code on Takeovers and Mergers which contains inside information of the Company.”
I expect the halt is related to a potential privatisation bid from either a trade buyer, such as one of the Tongda operators, or an MBO sponsored by Centurium Capital.
I use several methods to triangulate the likely offer price, which suggests a range of HK$11.34-11.80 per share, with an average of HK$11.55, a 14% premium to the last close.

FleetPartners (FPR AU): Mitsubishi Motors’ Register Raid Foreshadows An Offer

Mitsubishi Motors (7211 JP) has aggressively built a 19.93% position in FleetPartners (FPR AU), an Aussie provider of fleet leasing services, paying up to $3.10/share for a ~15% stake.
Earlier this year, Sydney PE outfit Pacific Equity Partners privatised Sg Fleet (SGF AU), one of FleetPartners key competitors.
MMC said it has no current intention to acquire control or a make a takeover offer. Mmm. I wouldn’t be so sure.

Smartpay (SPY NZ/SMP AU): Scheme Vote on 14 October

The Smartpay Holdings (SPY NZ) IE considers Shift4 Payments (FOUR US)’s NZ$1.20 offer fair and reasonable as it is within the NZ$1.07 to A$1.43 valuation range.
Microequities has provided an irrevocable, and the other substantial shareholders should be supportive, as the offer is attractive and no competing proposal has emerged.
The scheme vote is low risk. At the last close and for the 4 November payment, the gross/annualised spread was 3.4%/31.0%.

EQT Partners – To Acquire a Controlling Stake In Douzone Bizon & A Tender Offer of Minority Shares?

By Douglas Kim

It was reported in Seoul Economic Daily today that EQT Partners is close to acquiring a controlling stake (31.4%) in Douzone Bizon (012510 KS).
A 31.4% stake of Douzone is now worth 0.91 trillion won (with no premium or discount).
Douzone’s chairman Kim has demanded up to twice the market cap of the company for the management rights premium.

Zijin Mining (2899 HK): Zijin Gold Priced At US$24bn

The global offering doc for Zijin Gold (2259 HK) is out.
At the IPO Price of HK$71.59/share, Zijin Gold’s implied market cap is HK$187.9bn or US$24bn. Commencement of trading is the 29th September.
Zijin Mining (2899 HK) will hold 86.7% in Zijin Gold post-IPO (before over-allotment). Even if Zijin Gold trades north of HK$100/share, Zijin Mining is fully valued.

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Sep 18

Daily Brief Event-Driven: Mandom (4917 JP): Welcome Activism as Hibiki Takes Issue with the Price and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Mandom (4917 JP): Welcome Activism as Hibiki Takes Issue with the Price
StubWorld: AviChina (2357 HK) Coming Up “Cheap”
Krungthai Card (KTC TB): Pledged Shares Inching Up, Again
HMM: Results of the Tender Offer
Faraday Future to Spin Off Crypto Assets into a Standalone Company “CXC10”
Alcon’s Acquisition of STAAR Surgical Faces Shareholder Opposition, Potential Price Increase, and Strategic Portfolio Expansion

Mandom (4917 JP): Welcome Activism as Hibiki Takes Issue with the Price

On 15 September, Hibiki Path Advisors issued an open letter questioning the rationale for the Mandom Corp (4917 JP) Board to recommend a CVC-sponsored preconditional MBO at JPY1,960 per share.
Hibiki opines that the MBO is being done at the wrong price (Hibiki’s value is JPY3,050). Some of Hibiki’s criticisms are valid, while others are not.
CVC’s initial approach will wait for precondition satisfaction and secure additional irrevocables. However, this is a stopgap measure, and a bump is likely to occur.

StubWorld: AviChina (2357 HK) Coming Up “Cheap”

Down 18% in the past month, fundamentals for AviChina Industry & Technology H (2357 HK), one of China’s leading aviation/defense plays, still appear demanding.
Preceding my comments on AviChina 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%.

Krungthai Card (KTC TB): Pledged Shares Inching Up, Again

As discussed in May this year, shares in Krungthai Card (KTC TB), XSpring (XPG TB), BEC World (BEC TB), and The Practical Solution (TPS TB) all went limit down. Twice.
Reportedly Mongkol Prakitchaiwattana pledged his holdings in all four companies. Pledged shares figures released by the SET illustrated a dramatic downward swing in KTC’s pledged shares in June versus May.
SET’s updated list of securities pledged – as at 29th August – shows pledged shares in KTC ticking up. But so has KTC’s share price, slowly but surely.

HMM: Results of the Tender Offer

By Douglas Kim

On 17 September, HMM Co., Ltd. (011200 KS) announced the results of the tender offer.
Its two largest shareholders (Korea Development Bank – KDB and Korea Ocean Business Corp – KOBC) both participated in the tender offer.
With end of the tender offer, we believe there could be a renewed focus on the continued decline in the global shipping rates which is negative on HMM.

Faraday Future to Spin Off Crypto Assets into a Standalone Company “CXC10”

By Special Situation Investments

Faraday Future to spin-off its “Crypto Flywheel” / C10 Treasury assets into a separate entity (CXC10), enabling independent fundraising and clearer strategic focus.
Post separation, Faraday Future remains an EV story, focused on vehicle development, production milestones, and shared mobility initiatives.
The separation of the volatile, high-risk crypto assets from the EV business will reduce investor confusion and may uplift valuation by removing any conglomerate discount.

Alcon’s Acquisition of STAAR Surgical Faces Shareholder Opposition, Potential Price Increase, and Strategic Portfolio Expansion

Broadwood Partners opposes Alcon’s $28/share offer for STAAR, citing opportunistic timing and a flawed sale process.
Alcon seeks STAAR to fill a portfolio gap in phakic intraocular lenses, potentially enhancing US market penetration.
STAAR’s China sales decline attributed to inventory issues, with management predicting recovery by H2 2025.

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Sep 17

Daily Brief Event-Driven: Zijin Mining (2899 HK): This Is A Short and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Zijin Mining (2899 HK): This Is A Short
Mori Hills REIT (3234) – Large Sponsor Buy in Market as % of Max Real World Float
Key Findings on When to Enter Long-Short in the SKT Foreign Room Trade
Soft99 Corp (4464 JP): Effissimo Sheds More Light on Its Hostile Offer
Chery Auto (9973 HK) IPO: No Inclusion in Global Indices; HSTECH Is Interesting
Shengjing Bank (2066 HK): Minimum Acceptance Condition in Focus as Offer Opens
SK Innovation’s Subsidiary SK Geo Centric to Sell Its Entire 35% Stake in Sinopec-SK Petrochem JV
Kraft Heinz (Nasdaq: KHC) To Separate into Two Businesses Via a Tax-Free Spin-Off
Ørsted: State-Backed DKK 60bn Rights Issue | IPO-Scale, Heavy Dilution

Zijin Mining (2899 HK): This Is A Short

In my June note, Zijin Mining Group (2899 HK) appeared fully valued; but I (thankfully) stopped short of being outright bearish. Its share price is up 48% since!
A basket of peers is also up 37% since that note. Gold is up~8%, and 41% YTD. On the 14th September, Zijin released Zijin Gold’s PHIP. 1H25 numbers were solid.
However, Zijin Gold’s earnings are by no stretch an outlier. Zijin’s Mining’s current share price is now baking in exceptional (unrealistic?) metrics for the gold play spin-off.

Mori Hills REIT (3234) – Large Sponsor Buy in Market as % of Max Real World Float

In the past 24 months, J-REIT sponsors have bought units in their REITs at sharp discounts to PNAV to raise PNAV and reduce overhang pressure.
The goal is, basically transparently, to get PNAV to a level at which the REIT can buy more properties from the sponsor, who carries them at a much higher WACC.
Mori Building has announced a 4.99% buy on Mori Hills REIT Investment Corporation (3234 JP) which is a Very Big portion of Max Real World Float. This should influence price.

Key Findings on When to Enter Long-Short in the SKT Foreign Room Trade

SKT’s foreign stake drop sparked early divergence vs KT—long SKT/short KT paying off, though KT’s hacking risk muddies how much is pure event-driven.
This isn’t an add/delete, just a weight bump—flows lag until announcement. Aug ’20 SKT doubling factor is the cleanest comp for today’s setup.
SKT vs KT spread widened post-screening; SKT outperformed 12%. Weight bumps lag vs ins/outs, so expect similar flow—timing long-short entry matters to avoid bleeding carry.

Soft99 Corp (4464 JP): Effissimo Sheds More Light on Its Hostile Offer

Effissimo has formally launched its hostile tender offer for Soft99 Corp (4464 JP) at JPY4,100, which is 66.3% higher than the MBO price of JPY2,465.
The Board stonewalled Effissimo’s attempts to negotiate a friendly offer. The huge premium of Effissimo’s offer relies on lower WACC assumptions compared to the target/special committee IFA.
Management’s initial approach will be to rely on the Board to oppose the Effissimo offer. There is a good chance that Soft99 will remain listed with two large shareholders.

Chery Auto (9973 HK) IPO: No Inclusion in Global Indices; HSTECH Is Interesting

By Brian Freitas

Chery Automobile Co. Ltd. (9973 HK)‘s IPO range is HK$27.75-HK$30.75/share and will raise up to HK$10bn (US$1.3m) if the oversubscription option is exercised, valuing the company at HK$169bn (US$21.7bn).
The stock should be added to the HSCI Index in December and that will make the stock eligible for inclusion in Southbound Stock Connect.
There will be no inclusion in global indexes for the next year, but there is a possibility of inclusion in the Hang Seng TECH Index (HSTECH INDEX) in December.

Shengjing Bank (2066 HK): Minimum Acceptance Condition in Focus as Offer Opens

On 12 September, Shenyang SASAC increased its Shengjing Bank Co Ltd H (2066 HK) offer by 21.2% from HK$1.32 to HK$1.60. The IFA opines it is fair and reasonable.
The revised terms should ensure the support of key shareholders. However, the IFA analysis is flawed, and the revised offer is light.
While the 21 October vote on the delisting proposal should pass, the satisfaction of the minimum acceptance condition (90% of independent H shares) poses a challenge.

SK Innovation’s Subsidiary SK Geo Centric to Sell Its Entire 35% Stake in Sinopec-SK Petrochem JV

By Douglas Kim

On 16 September, it was reported in the local media that SK Innovation’s subsidiary SK Geo Centric plans to sell its entire 35% stake in the Sinopec-SK Petrochem JV.
The transaction is expected to be priced closed to its book value of about 819 billion won. Sinopec is a leading potential buyer.
From 2020 to 2024, SK Geo Centric generated cumulative operating profit of 695 billion won, accounting for 12.7% of SK Innovation’s cumulative operating profit in this period.

Kraft Heinz (Nasdaq: KHC) To Separate into Two Businesses Via a Tax-Free Spin-Off

Kraft Heinz will separate into two independent publicly-traded companies via a tax-free spin-off expected to close in H2 2026
The two entities : Global Taste Elevation Co. focusing on sauces, spreads, seasonings, shelf-stable meals and North American Grocery Co. centered on staples sold in North America
The move is designed to disentangle distinct brand portfolios, so each can pursue clearer growth, margin and capital-allocation strategies.

Ørsted: State-Backed DKK 60bn Rights Issue | IPO-Scale, Heavy Dilution

Ørsted launches a large, DKK 60bn, fully underwritten rights issue, backed by the Danish State, to repair funding after U.S. disruptions and restore balance-sheet flexibility. Dilution is ~68%.
Scale is akin to an IPO placing by market volume, with substantial dilution for non-participants. Fully underwritten and state-backed, likely strong institutional take-up; expect volatility into allocation and listing.
Post-Announcement, shares reset lower yet still trade well above theoretical value, leaving mispricing pockets. Expect active flow, volatility through subscription, and potential listing-day pressure.

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Sep 16

Daily Brief Event-Driven: Emeco (EHL AU): Offer Rumours Abound and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Emeco (EHL AU): Offer Rumours Abound
Tips for Using FnGuide to Run Top-Down Screens in Korea’s Policy-Driven Market
Shengjing Bank (2066 HK): 21st Oct Vote On Bailout
JD Walks from Argos – But Sainsbury’s Valuation Case Strengthens
Liquid Universe of European Ordinary and Preferred Shares: September’25 Report

Emeco (EHL AU): Offer Rumours Abound

Reportedly, heavy earthmoving equipment play Emeco Holdings (EHL AU) is in the crosshairs.
Local media are indicating that Emeco has been testing the water on possible domestic suitors, and this has spurred interest from overseas.
The share price is up 27% YTD and 58% over the past year, and currently trading around a four-year high.

Tips for Using FnGuide to Run Top-Down Screens in Korea’s Policy-Driven Market

KRX provides broad official market data, but no consensus estimates. FnGuide aggregates broker reports, standardizes them, and delivers actionable consensus numbers for practical trading use.
FnGuide’s consensus data is solid and well-structured for screening, though coverage is limited to ~300–400 stocks, which still aligns with the practical trading universe.
FnGuide’s paid services require Korean residency or a corporate workaround, making access tough for overseas traders; realistically, we can rely on their free sites for financials, consensus, and basic screening.

Shengjing Bank (2066 HK): 21st Oct Vote On Bailout

On the 26th August, rural commercial bank Shengjing Bank Co Ltd H (2066 HK) announced a HK$1.32/Share Offer, a pretty tragic 86.49% discount to NAV.
On the 12th September, the Offeror bumped terms to HK$1.60 (best & final). That’s a 40.5% premium to undisturbed, but still a 83.96% discount to NAV.
The Composite Document’s now out, with a H-share class meeting on the 21st October. The IFA (Gram Capital) says “fair & reasonable”. To be expected.

JD Walks from Argos – But Sainsbury’s Valuation Case Strengthens

Argos’s strategic value remains underappreciated, despite JD.com walking away. A sale or internal turnaround could unlock up to £2 billion in value based on realistic, post-tax synergy assumptions.
Sainsbury acquired Argos for £1.4 billion in 2016, aiming for multichannel scale. While digital integration succeeded, long-term profit delivery has lagged — offering a compelling restructuring opportunity today.
My event-driven SOTP model shows 10–25% share price upside, with optionality from renewed M&A interest, internal margin improvement, or capital allocation catalysts including divestment or spin-off.

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