In today’s briefing:
- [Japan Activism/M&A] Taiyo Holdings (4626) Now an MBO Target? KKR and One More Bidding
- MAC Copper (MAC AU/MTAL US): Harmony Makes A Move
- Taiyo Holdings (4626 JP): Privatisation Interest as Oasis Agitates
- Nufarm (NUF AU): Seed Sale Or Full Takeover – Something May Have To Give
- Steel Resolve: Nippon’s Deal Gains Traction Amid Regulatory Reforging
- Getting a Clear Read on the Samsung Life Play to Flip into a Financial Holding Co
- Cabinet Clause: Political Hurdles in BBVA’s Takeover of Sabadell
- Amara (AMA SP): Trading At Terms. Will Be Suspended At Offer Close. Tender/Sell – Or Avoid
- ENRG Trust’s Asset Realisation Plan: 50%+ Upside Potential with Diversified Portfolio
[Japan Activism/M&A] Taiyo Holdings (4626) Now an MBO Target? KKR and One More Bidding
- Taiyo Holdings (4626 JP) has an interesting background, embroiled in a separate activist event via its equity affiliate sponsor Dic Corp (4631 JP), and recently an activist target itself.
- Today a Bloomberg article said KKR and one other PE fund had made acquisition proposals via TOB. Taiyo confirmed, establishing a Special Committee. A deal is months away, at earliest.
- Shares shot up to limit up, opened briefly, then resumed at limit up. The question here and now is valuation.
MAC Copper (MAC AU/MTAL US): Harmony Makes A Move
- Dual-Listed MAC Copper (MAC AU/MTAL US), a NSW copper miner, has entered into a Scheme Implementation Deed with Johannesburg-based Harmony Gold Mining (HAR SJ).
- Harmony is offering A$18.93/share (US$12.25/share), a 20.7% premium to last close, or a A$1.6bn/US$1.03bn value. The A$ consideration pivots off the USD/AUD exchange rate. The Offer requires FIRB signing off.
- The Offer has the unanimous backing of both boards, and also has the backing from shareholders holding 20.1% of shares out. Implementation is October/November. This may need more gruel.
Taiyo Holdings (4626 JP): Privatisation Interest as Oasis Agitates
- Taiyo Holdings (4626 JP) shares were up 19.1% based on a Bloomberg report that it received privatisation proposals from KKR and Nippon Sangyo Suishin Kiko.
- Taiyo confirmed that it has received privatisation offers. The Board would view privatisation as a solution to rid itself of Oasis, which has recently waged an activist campaign.
- At the last close price of JPY6,230, Oasis would be up 45.9% on its highest price of JPY4,720. My analysis suggests that an offer around JPY7,000 can be justified.
Nufarm (NUF AU): Seed Sale Or Full Takeover – Something May Have To Give
- Nufarm (NUF AU), an agricultural chemical company , is down ~40% since it announced a 39.5% decline in 1H25 profit. The share price is at the lowest level since Covid.
- Concurrent with this results, Nufarm announced a review of its seed technology ops. Reportedly Advanta, BP – amongst others- are vying for the est. A$900mn business.
- Elsewhere, it is being reported that key shareholders recommend the Nufarm board explore a full takeover.
Steel Resolve: Nippon’s Deal Gains Traction Amid Regulatory Reforging
- Nippon Steel proposes binding governance safeguards, including a U.S. CEO, majority-U.S. board, and a “golden share” for U.S. veto power on strategic decisions.
- USW union opposition remains vocal, but Trump’s political pivot reframes the deal as a domestic partnership, easing labor and nationalist concerns.
- Antitrust risk is low due to limited overlap; CFIUS clearance remains the key regulatory hurdle, with approval possible by late July or early August.
Getting a Clear Read on the Samsung Life Play to Flip into a Financial Holding Co
- Samsung C&T must give up control of Samsung Life if it goes holdco—market expects a spin-off to form a new financial holdco to retain group structure.
- Rerating momentum is building as Samsung C&T and Life gain from governance and credibility boosts, with the BioLogics spin-off hinting at early, proactive restructuring moves by the group.
- Locals focus on Samsung C&T and Life for momentum trades, sidelining BioLogics; this trend will likely intensify post-June 3 election, shaping key market dynamics to watch.
Cabinet Clause: Political Hurdles in BBVA’s Takeover of Sabadell
- The BBVA-Sabadell takeover deal has been elevated to the Council of Ministers for review, making political risk central despite both EU and CNMC’s (antitrust) clearance.
- Spanish government’s minority status makes it vulnerable to Catalan pressure opposing the deal.
- Gross spread of -6.2% signals market skepticism or expectation of a sweetened offer.
Amara (AMA SP): Trading At Terms. Will Be Suspended At Offer Close. Tender/Sell – Or Avoid
- Back on the 28 April, Amara (AMA SP), a property/hotel play, announced a best-and-final conditional S$0.895/share Offer, a 27% to undisturbed and a lifetime high, from the controlling Teo family.
- This was the Family’s second attempt to take Amara private after its November 2023 best-and-final unconditional Offer at S$0.60/share as discussed in Amara (AMA SP): Teo Family’s Lifetime High Offer.
- The Offeree circ is now out. The IFA says fair & reasonable. The Offer closes on the 10th June – no extension. The Offer is unconditional in all respects.
ENRG Trust’s Asset Realisation Plan: 50%+ Upside Potential with Diversified Portfolio
- ENRG trust trades at ~35% discount to NAV, with a 10% dividend yield and a 3-year asset realisation plan.
- Largest assets include a US terminal storage asset, Brazilian hydropower plant, UK gas power station, and Australian PV farms.
- Portfolio has 80% contracted revenues for 15 years, low gearing at 6.5%, and a 6.5x EV/EBITDA multiple.
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