In today’s briefing:
- [Japan Activism/M&A] Hakuhodo DY Lowers Digital Holdings (2389 JP) TOB Threshold, Bumps a Tiny 2.2%
- KWEB Index Rebalance Preview: Bunch of Potential Inclusions in December
- Digital Holdings (2389 JP): Hakuhodo Bumps and Lowers the Minimum Tendering Condition
- Physicswallah IPO Trading – Decent Anchor but Low Demand
- Webjet (WJL AU): Helloworld Steps Up As Weiss/BGH Seek Board Spill
- Tsuruha-Welcia Merger to Form Biggest Drugstore Alliance, +Aeon TOB
- Trip.com (TCOM, 9961 HK): 3Q25, Revenue Up by 16%
- Trip.com Q325 Results | Revenue Growth OK | Core Margins Still Falling | Avoid
- Unilever Spin-off (Magnum) Deep Dive
- Bright Horizons’ Backup Care Upside: What’s Behind Its Explosive 26% Surge?
[Japan Activism/M&A] Hakuhodo DY Lowers Digital Holdings (2389 JP) TOB Threshold, Bumps a Tiny 2.2%
- Today after the close, Hakuhodo Dy Holdings (2433 JP) announced changes to the terms of its Tender Offer for Digital Holdings Inc (2389 JP), which faces an overbidder in SilverCape.
- Hakuhodo had bid ¥1,970. Silvercape came over the top with a proposed ¥2,380 but a delay for approvals. DH is fighting against SilverCape because of “remaining minority shareholder risk.”
- That’s garbage. Utter blatherskite. Trumpworthy trumpery. Now Hakuhodo DY has lowered the minimum threshold making it hard to miss, and raised the price 2.3% to ¥2,015.
KWEB Index Rebalance Preview: Bunch of Potential Inclusions in December
- The review period for the December rebalance of the CSI Overseas China Internet Index ended 31 October. The changes should be announced 28 November and implemented close on 12 December.
- There could be 6 inclusions for the KraneShares CSI China Internet ETF (KWEB US) in December with most inclusions being high probability.
- Impact on the inclusions varies between 1.3-5 days of ADV. There will be stocks with float increases and some capping changes.
Digital Holdings (2389 JP): Hakuhodo Bumps and Lowers the Minimum Tendering Condition
- Hakuhodo Dy Holdings (2433 JP) increased its Digital Holdings Inc (2389 JP) tender offer price by 2.3% to JPY2,015, 7.1% below the last close and 15.3% below SilverCape’s JPY2,380 offer.
- The lower limit has been reduced to a 24.67% ownership ratio. Hakuhodo’s confidence in passing the EGM share consolidation vote relies on AGM voting trends and passive votes.
- Hakuhodo’s acceptances as of 28 October exceed the lower limit. The revised Hakudodo offer will severely dent the chances of SilverCape’s offer.
Physicswallah IPO Trading – Decent Anchor but Low Demand
- Physicswallah raised around US$430m in its India IPO, despite having a decent anchor book.
- Physicswallah Ltd (PWL) offers test preparation courses for competitive examinations, and other courses such as for upskilling, across 13 education categories, including JEE, NEET, and UPSC, among others.
- We have looked at the past performance in our previous note. In this note, we talk about the trading dynamics.
Webjet (WJL AU): Helloworld Steps Up As Weiss/BGH Seek Board Spill
- In Webjet (WJL AU): Undisclosed Buyer Buying, rumours surfaced earlier this year of an undisclosed buyer with ~5%. On the 12th May, Helloworld (HLO AU) emerged with a 5.015% stake.
- On the same day, Gary Weiss/BGH, collectively holding 10.76%, launched a A$0.80/share NBIO, which was subsequently rejected. Undeterred, Weiss/BGH has called for an EGM (21st November) to spill the board.
- Helloworld has now tabled a A$0.90/share non-binding Offer, by way of Scheme. The 1H26 dividend of A$0.002/share will be added. Helloworld currently holds 17.27%. Weiss/BGH hold 17.75%.
Tsuruha-Welcia Merger to Form Biggest Drugstore Alliance, +Aeon TOB
- The Tsuruha-Welcia merger creates Japan’s largest drugstore alliance, poised for long-term growth and market dominance, driven by an expected JPY 50B in synergies over three years.
- A two-step corporate action—share exchange (Dec 1, 2025) followed by an Aeon TOB—provides structural certainty and strategic backing, securing the combined entity’s market leadership.
- These catalysts establish a large market leader in the consumer staples space, suggesting a timely opportunity to gain exposure to the new entity.
Trip.com (TCOM, 9961 HK): 3Q25, Revenue Up by 16%
- In 3Q25, total revenue increased by 16% YoY with hotel booking up by 18% YoY and transportation commission up by 12% YoY.
- Overseas travel continued to recover and consumption shrink does not impact TCOM much.
- We believe the stock has an upside of 29% for the next twelve months.
Trip.com Q325 Results | Revenue Growth OK | Core Margins Still Falling | Avoid
- Revenue growth in Q3 (+15.5% Y/Y) held up reasonably well for Trip.com
- But core margins continue to deteriorate: Adjusted EBITDA margin down -120 bps Y/Y
- We still feel TCOM shares are pricey, and that earnings growth is unimpressive
Unilever Spin-off (Magnum) Deep Dive
In December 2025, Unilever (UL) will spin-off the Magnum Ice Cream Company (MICC).
Regular way trading is expected to begin on December 8, 2025. Shareholders and ADS holders will receive one Magnum Share for every five Unilever Shares or Unilever ADSs.
The spin-off was announced in March 2024 as a way for Unilever to separate its lower margin, higher capital intensity business, leaving behind a higher quality business.
Bright Horizons’ Backup Care Upside: What’s Behind Its Explosive 26% Surge?
- Bright Horizons Family Solutions recently reported its third-quarter financial results, delivering strong performance with notable growth across its key service segments.
- Revenue increased by 12% to $803 million, driven by significant demand for its education and care benefits.
- Adjusted earnings per share rose by 41% to $1.57, exceeding the company’s expectations.
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