In today’s briefing:
- [Japan M&A] ¥4,870/Sh Blackstone TOB for Technopro (6028 JP) – Watch the Parameters and Modalities
- [Japan M&A] 99Soft MBO at 52% Premium Is Too Light But A Bump May Be Tough
- A Hidden Trading Angle from Dividend Tax Reform: Tax Timing Creates Dividend Trap Risks
- Infomedia (IFM AU): TPG’s Clean Deal
- Infomedia (IFM AU): TPG’s Binding Proposal at A$1.72
- TechnoPro (6028 JP): Blackstone’s Tender Offer at JPY4,870
- Tencent (700 HK) Earnings on 13 Aug: Patterns, Pricing, and Possibilities
- Soft99 Corp (4464 JP): The MBO Is Light but Likely Done
- BBVA/Sabadell: AGM Approvals Lock in Value, Raise Bar for Deal Success
- Guming Holdings Lockup Expiry – US$1.5bn Lockup Expiry with Everyone Well in the Money
[Japan M&A] ¥4,870/Sh Blackstone TOB for Technopro (6028 JP) – Watch the Parameters and Modalities
- This was signaled in May, somewhat confirmed in July, now done. Blackstone buys Technopro at ¥4,870/share which is ~14x EV/EBITDA for next year.
- PE Firms have been scouring the Japanese market to buy companies. The METI Corporate Takeover Guidelines are super-helpful in that regard. This will squeeze the market over time.
- This takeover price is not quite as full as it could have been, and there are some parameters and modalities to this which are worth looking at. Parameters and Modalities.
[Japan M&A] 99Soft MBO at 52% Premium Is Too Light But A Bump May Be Tough
- Soft99 Corp (4464 JP) is the owner/operator of a set of ubiquitous brands in aftermarket autocare. Anything to do with washing, cleaning, etc.
- The company was founded 70 years ago, and the CEO is 54yrs old. Smells like succession planning.
- This deal is a nice premium, but it is too light. The operating assets with consistent growth and 20% OPMs are being sold at <0.9x book. That’s bad.
A Hidden Trading Angle from Dividend Tax Reform: Tax Timing Creates Dividend Trap Risks
- With new tax rules kicking in from FY2026, firms may hold back FY2025 dividends to front-load later, creating potential downside surprise purely from tax-driven deferral, not fundamentals.
- If FY2025 payouts fall short, dividend names could go ex-div on inflated expectations, then trade heavy — setting up mispricing risk around year-end dividend capture trades.
- This may weaken post-ex-div price rebounds, creating dividend trap risks and short-term mispricing that traders can exploit via shorts, dip buys, or dividend swap long-short strategies.
Infomedia (IFM AU): TPG’s Clean Deal
- Infomedia Ltd (IFM AU), a automotive software firm, has entered into a Scheme Implementation Deed with PE-outfit TPG.
- TPG is offering A$1.72/share, a 30% premium to last close. The transaction requires FIRB signing off. The Offer has the unanimous backing of Infomedia’s boards.
- As discussed in Infomedia (IFM AU): Now A Three-Way Hunt, Infomedia fielded various indicative Offers (including TA Associates/Viburnum, Battery Ventures, and Solera) in 2022, none of which went the distance.
Infomedia (IFM AU): TPG’s Binding Proposal at A$1.72
- Infomedia Ltd (IFM AU) entered a scheme implementation deed with TPG Inc (TPG US) at A$1.72, a 30.3% premium to the undisturbed price of A$1.32 (5 August).
- The scheme is conditional on FIRB and shareholder approval. Shareholders should be supportive, given a reasonable offer and Infomedia’s history of non-binding bids.
- At the last close and for an end-of-November payment, the gross/annualised spread is 2.4%/7.5%.
TechnoPro (6028 JP): Blackstone’s Tender Offer at JPY4,870
- Technopro Holdings (6028 JP) announced a tender offer from Blackstone at JPY4,870, a 43.7% premium to the undisturbed price of JPY3,389 but at a slight discount to the last close.
- While below the last close, Blackstone’s offer was a result of an auction process and was the highest binding offer. The offer also represents a pre-media rumour all-time high.
- Surprisingly, Blackstone has not disclosed irrevocables. The Board has a neutral opinion. Nevertheless, a fair auction process suggests there will be limited opposition to the offer.
Tencent (700 HK) Earnings on 13 Aug: Patterns, Pricing, and Possibilities
- Context: Tencent (700 HK)is set to release Q2 earnings on 13 August 2025, 8:00pm HK time. The stock is in a low-volatility phase, but options traders are watching closely.
- Highlight: Option prices imply a post-earnings move near the top of Tencent’s historical range.
- Why Read: Gain insight into how historic patterns and option pricing shape risk and opportunity ahead of Tencent’s earnings release.
Soft99 Corp (4464 JP): The MBO Is Light but Likely Done
- Soft99 Corp (4464 JP) has recommended an MBO from Mr. Hideaki Tanaka (CEO) at JPY2,465, a 52.2% premium to the last close.
- While the offer represents an all-time high, it is light as it implies a P/B of 0.93x and is below the mid-point of the IFA DCF valuation range.
- Barring the emergence of an activist, a benign shareholder register and the irrevocables suggest that this is a done deal.
BBVA/Sabadell: AGM Approvals Lock in Value, Raise Bar for Deal Success
- Sabadell approves €3.1bn TSB sale and €0.50 dividend, enhancing standalone value and reducing downside in a deal-break scenario; BBVA’s unchanged offer now implies a –8.1% gross spread.
- Spread has narrowed from –15.3% to –8.1%, as market reprices bump probability or resilient standalone outcome; dividend payout creates valuation floor, reshaping risk-reward for arbitrageurs.
- Base case: BBVA must revise terms or risk rejection and deferred re-engagement; standalone plan is credible, capitalised, and shareholder-friendly, with payout and CET1 strength supporting defensive positioning.
Guming Holdings Lockup Expiry – US$1.5bn Lockup Expiry with Everyone Well in the Money
- Guming Holdings (1364 HK) raised around US$233m in its Hong Kong IPO in Feb 2025. Its pre-IPO and cornerstone investors will be released from their lockup soon.
- After a hesitant start, the shares are now trading well above the listing price, leaving its pre-IPO and cornerstone investors well in the money.
- In this note, we will talk about the lock-up dynamics and updates since our last note.
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