In today’s briefing:
- [Japan M&A] Bain Plays Announcement Games with Nissin (9066) MBO TOB – Noise A Possibility
- Taishin (2887 TT)/Shin Kong (2888 TT) Merger: Index Flows in July
- Lens Technology (6613 HK): Offering Details & Index Inclusion
- HD HCE–Infracore Merger: Deal Mechanics & Trade Playbook
- [Japan CorpGov] TSE “Mgmt Conscious” Reports (Jul25), Minor Updates
- Domain (DHG AU): 4th August Vote On CoStar’s Offer. Clean Deal
- Midea Group (300 HK) – Annto Logistics Spin-Off & IPO; Valuation Scenarios
- Merger Between HD Hyundai Infracore and HD Hyundai Construction Equipment
- Last Premium Collected: DLG’s Short-Dated Arbitrage Opportunity
- Selected European HoldCos and DLC: June 2025 Report
[Japan M&A] Bain Plays Announcement Games with Nissin (9066) MBO TOB – Noise A Possibility
- On 12 May 2025, Bain Capital announced a deal to buy Nissin Corp (9066 JP). The tender was VERY light in price (Bain’s borrowing more than adjusted EV at TOB Price)
- And it was very long at 41 days. As of Day 1, they announced a long list of “irrevocables” – 16 holders with 5.75% – who had agreed to tender.
- Since then Bain have made 7 separate amendment filings detailing additional irrevocables and one possible additional tender agreement to get to 11.30%. Now it’s extended.
Taishin (2887 TT)/Shin Kong (2888 TT) Merger: Index Flows in July
- Taishin Financial Holding (2887 TT) and Shin Kong Financial Holding (2888 TT) announced a Merger of Equals in August 2024 and completion is expected on 24 July.
- Taishin Financial Holding (2887 TT) has underperformed its peers over the last 18 months while Shin Kong Financial Holding (2888 TT) has underperformed its peers following the merger announcement.
- There will be passive flows in the merged entity following the completion of the merger and could help reverse some of Taishin Financial Holding (2887 TT)‘s underperformance.
Lens Technology (6613 HK): Offering Details & Index Inclusion
- Lens Technology (6613 HK)‘s global offering opened yesterday, and the raise could reach up to US$800m if the offer-size adjustment option and the overallotment option are exercised.
- The allocation to cornerstone investors is smaller than in other recent AH listings. The discount of over 25% to the A-shares is attractive given the recent trend for large listings.
- Lens Technology (6613 HK) could be added to a global index in December. Inclusion in Southbound Stock Connect in August and HSCI inclusion could take place in March 2026.
HD HCE–Infracore Merger: Deal Mechanics & Trade Playbook
- This event offers two arb plays—merger swap and appraisal rights—but there’s barely any juice left as pricing locked the market into an unusually tight range.
- Yeah, it’s tight. Unless cancel risk flares up, the spread likely stays muted—major holder’s balanced stakes make vote pushback or ratio disputes pretty unlikely.
- One angle to watch: passive flows. HCE likely joins KOSPI 200 post-merger, triggering index buys around Infracore’s halt on Dec 30—potentially a solid year-end positioning play.
[Japan CorpGov] TSE “Mgmt Conscious” Reports (Jul25), Minor Updates
- TSE-Listed companies are asked to file “Management Conscious of Capital Cost/Stock Price” awareness reports/policies. Many have. Some are still working on it. And policies change, and CGR reports are updated.
- 1,389 new CGRs filed since 1 June 25. Our tools show every report, links to every document, and a diff-file tool. Input a name, see the changes in the reports.
- The JPX Council of Experts met on 22 April. Next meeting is in a week. Parent-sub follow-ups in Fall/Winter 2025. Slow.
Domain (DHG AU): 4th August Vote On CoStar’s Offer. Clean Deal
- Back on the 9th May 2025, Domain Holdings Australia (DHG AU) entered into a Scheme, at A$4.43/share (in cash), with CoStar, the same terms as the 27th March NBIO.
- Apart from the standard Scheme vote, this needs FIRB to sign off. Nine Entertainment Co Holdings (NEC AU) (60.05% shareholder) is supportive.
- The Scheme Booklet is now out, with a Scheme Meeting on the 4th August, and expected implementation on or before the 27th August. The IE (FGrant Samuel) says “fair & reasonable“.
Midea Group (300 HK) – Annto Logistics Spin-Off & IPO; Valuation Scenarios
- Midea Group (300 HK) has received shareholder approval to spin off its technology-driven supply chain arm,Annto Logistics,for a separate listing on the Main Board of the Hong Kong Stock Exchange.
- Annto has demonstrated consistent profitability, with cumulative net profit attributable to shareholders of the parent company reaching RMB 883.42 million for 2022-2024.
- Size to not exceed 20% of the enlarged share capital. The objective is to expand Annto’s financing avenues, accelerate growth, & bolster operational independence within the Midea ecosystem.
Merger Between HD Hyundai Infracore and HD Hyundai Construction Equipment
- After the market close on 1 July, HD Hyundai Infracore announced that it will be merging with HD Hyundai Construction Equipment.
- The merger ratio is 0.1621707 common shares of HD Hyundai Construction Equipment for each common share of HD Hyundai Infracore.
- We have Negative ratings on both HD Hyundai Infracore and HD Hyundai Construction Equipment.
Last Premium Collected: DLG’s Short-Dated Arbitrage Opportunity
- Direct Line–Aviva deal has cleared CMA and court hurdles; only procedural steps remain.
- Implied value is 312.19p vs. 306.6p close — a 1.82% spread with 7-day horizon.
- I recommend long arbitrage exposure below 307p. This is a textbook risk arb trade: liquid, near-fully de-risked, and short-dated.
Selected European HoldCos and DLC: June 2025 Report
- Discounts to NAV of covered holdcos and DLC mainly tightened during June. Coverage of CF Alba is discontinued following delisting. Discounts (30 June): GBL, 36% (vs. 37.9% on 30 May);
- Heineken Holding, 14% (vs. 12.5%); Industrivärden C, 10% (vs. 9.6%); Investor B, 12.1% (vs. 9.6%); Porsche Automobile Holding, 28% (vs. 29.5%); Rio DLC 20.9% (vs. 22.2%); Vivendi 44.9% (vs. 47.1%).
- What seems interesting (unchanged views): Heineken Holding, vs. Heineken, Porsche SE vs. listed assets and Rio DLC (long RIO LN/short RIO AU).
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