In today’s briefing:
- Digital Holdings (2389 JP): SilverCape’s Hostile Competing Bid Is Met with Countermeasures
- AUB Group (AUB AU): EQT’s NBIO at A$45.00
- Introducing the Unusual Policy Narrative Now Pushed: Korea–Japan Economic Integration
- Thai Pledged Shares: The Prakitchaiwattana Complex Remains Static
- ANE (9956 HK): Consortium’s Attractive Preconditional Offer
- Merger Arbitrage Opportunities and Legal Developments: WNDR, ABCP, STAA, GLXZ, PLYM, ASLI:L
- Restaurant Brands NZ (RBD NZ): Take The Offer
- American Resources Corporation (Nasdaq: AREC) To Spin Off Electrified Materials Corporation (EMC)
Digital Holdings (2389 JP): SilverCape’s Hostile Competing Bid Is Met with Countermeasures
- The Digital Holdings Inc (2389 JP) Board has responded to SilverCape’s hostile offer by proposing countermeasures ostensibly to protect the interests of minorities.
- The precedent Makino countermeasures against Nidec’s hostile offer were intended to buy time for a higher white-knight offer. In this case, it is being done to facilitate a lower offer.
- The countermeasures will severely dent SilverCape’s chances of succeeding. Hakuhodo Dy Holdings (2433 JP)’s irrevocables and insiders should be sufficient to pass the shareholder vote to implement the countermeasures.
AUB Group (AUB AU): EQT’s NBIO at A$45.00
- In response to an AFR article, AUB Group Limited (AUB AU) confirmed that on 26 September, it received a non-binding proposal from EQT (EQT SS) at A$45.00.
- While the offer represents an all-time high, it is arguably light compared to precedent transactions and peer multiples. EQT’s history of unsuccessful ASX tilts warrants some caution.
- The Board has granted a six-week exclusive due diligence period, which ends on 20 November. The shareholder structure reduces the vote risk.
Introducing the Unusual Policy Narrative Now Pushed: Korea–Japan Economic Integration
- Chey Tae‑won’s Korea–Japan integration push is fresh tape—unpriced and unconsumed—unlike the exhausted dividend tax story, making it the real policy‑momentum trade to watch.
- Korea’s export model is fading, but a $6T Korea–Japan bloc plus CPTPP buzz offers a fresh policy‑momentum catalyst, with AI/data angles luring incremental global flows.
- Korea–Japan cooperation isn’t a real bloc yet, but it trades like a policy theme—Chey’s 3PRO push makes it a headline‑driven short‑term play ripe for desks.
Thai Pledged Shares: The Prakitchaiwattana Complex Remains Static
- As first discussed back in May (see here), shares in Krungthai Card (KTC TB), XSpring (XPG TB), BEC (BEC TB), and The Practical Solution (TPS TB) all went limit down. Twice.
- As widely reported at the time, Mongkol Prakitchaiwattana reportedly pledged his holdings in all four companies. Pledged shares in KTC ballooned in June versus May, but since fallen.
- All four were mostly flat in Sept vs. August. Elsewhere, recent big moves were seen in BCPG (BCPG TB) (up), and Thai Foods Group (TFG TB) (down).
ANE (9956 HK): Consortium’s Attractive Preconditional Offer
- ANE Cayman Inc (9956 HK) has disclosed a preconditional scheme privatisation offer from a consortium. The offer is cash (HK$12.18) or scrip (One TopCo Class A Share per scheme share).
- The precondition relates to SAMR approval. The scheme vote is low risk, as the offer is attractive relative to historical ranges and peer multiples.
- The offer price is final. Mr Wang Yongjun, the former chairman, holds a blocking stake but should be supportive. Timing is the key risk.
Merger Arbitrage Opportunities and Legal Developments: WNDR, ABCP, STAA, GLXZ, PLYM, ASLI:L
- Robinhood’s acquisition of WonderFi Technologies at C$0.36/share has a current spread of 14%, with closing expected soon.
- Ambase is litigating against developers over a $150m Equity Put Right, with court opposition due by 11/18/25.
- Plymouth Industrial REIT announced a $22/share acquisition by Makakora Management, with a 30-day go-shop period included.
Restaurant Brands NZ (RBD NZ): Take The Offer
- After issuing a formal takeover notice on the 30th September, restaurant operator Restaurant Brands NZ (RBD NZ) announced an Official Offer from controlling shareholder Finaccess Restauración on the 14th October.
- Finaccess is offering NZ$5.05/share in cash for shares not held. Best & final. Finaccess holds 75.02%. Accident Compensation Corporation, with 4.7%, is supportive. The Offer is unconditional.
- The Target Statement is now out, with an independent expert fair value of NZ$5.24-NZ$6.20. The Independent Directors believe the risks associated with remaining as a shareholder outweigh the Offer price.
American Resources Corporation (Nasdaq: AREC) To Spin Off Electrified Materials Corporation (EMC)
- The EMC spin-off aims to surface hidden asset value by separating AREC’s high-growth battery-recycling unit, allowing EMC to attract a pure-play electrification multiple and investors clearer sum-of-the-parts visibility.
- The separation positions AREC as an asset-light critical-materials holding company, retaining minority stakes in ReElement, Novusterra, and Royalty Management while enabling EMC to independently pursue commercialization and partnerships.
- EMC gains dedicated access to growth capital and strategic investors, while AREC enhances financial optionality and valuation clarity across its diversified clean-energy and infrastructure holdings.
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