In today’s briefing:
- [Japan M&A] Carlyle Deal for TRYT (9164) – Great Exit for Speculators as HR Co Targets Are Desirable
- Austal (ASB AU): A Hanwha Bid Is Back In Play
- The Straight-Up Timelines on Three Big Econ Policy Bills Rattling Korea’s Local Market Right Now
- Jollibee Foods Close to Acquiring Norang Tongdak in Korea
- Virgin Australia (VGN AU): Touch & Go for Index Inclusion
- Foshan Haitian Flavouring & Food (3288 HK): Offering Details & Index Inclusion
- Samsung Insider’s Flawed Premise on the Samsung C&T Forced Holdco Conversion Issue
- Tryt (9164 JP): Carlyle’s JPY880 Tender Offer Is a Done Deal
- Miniso: TOP TOY Spin-Off – Early Stage Pop Mart. Valuation Upside
- Kioxia IPO Lockup Expiry – US$6.7bn Release, with Shareholders Eager to Sell
[Japan M&A] Carlyle Deal for TRYT (9164) – Great Exit for Speculators as HR Co Targets Are Desirable
- In early February, articles suggesting the PE owner of TRYT (9164 JP) wanted to cash out. Performance post-IPO had been bad. Catching up to the IPO price would be tough.
- But a second round of bidding came about, so the stock went limit up. Then it settled in the ¥480 range for three weeks. Then started to climb.
- Now the company and its PE firm owner have announced a sale to a new PE Firm at ¥880/share. This is below IPO Price but it will get done.
Austal (ASB AU): A Hanwha Bid Is Back In Play
- The Hanwha Group has received approval from the US’ CFIUS to acquire up to a 100% stake in Aussie-based shipbuilding and defense firm Austal Ltd (ASB AU).
- Hanwha currently holds 9.9% and a further 9.9% via a cash settled total return swap. Apparently Hanwha had initially filed with CFIUS to approve a 19.9% stake acquisition.
- Hanwha has also applied to FIRB to lift its position to 19.9%. It’s unlikely the local regulator would block Hanwha subsequent to CFIUS’ nod. Note: Austal “disputes” CFIUS’ approval.
The Straight-Up Timelines on Three Big Econ Policy Bills Rattling Korea’s Local Market Right Now
- The Commercial Act passed committee but the floor vote set for the 12th was postponed unexpectedly today; inheritance tax and Samsung Life bills remain stuck at proposal stage.
- Presidential Office is pushing the Commercial Act reform hard; vote likely after new floor leader’s election. Passage is almost guaranteed, with enactment expected by early to late August.
- Inheritance tax bills face heavy backlog, delaying progress; the Samsung Life Law, proposed by another party, is pushed further back as the new government prioritizes easier wins.
Jollibee Foods Close to Acquiring Norang Tongdak in Korea
- It was reported in Chosun Business Daily that the Phillippine food giant Jollibee Foods (JFC PM) is close to acquiring Norang Tongdak.
- The entity to be sold is a 100% stake in Norang Food, the operator of Norang Tongdak. The sales price is expected to be around 150 billion won.
- EV/EBITDA multiple ranges from 7.2x to 9.3x if we assume equity value range from 130 billion won to 160 billion won.
Virgin Australia (VGN AU): Touch & Go for Index Inclusion
- Virgin Australia Holdings (VGN AU) is looking to raise A$685m in a secondary offering, valuing the company at A$2.27bn. The stock is expected to start trading on 24 June.
- Bain Capital and management are escrowed on their shares till early 2026. There is no escrow for Qatar Airways, but they have indicated that their shareholding is strategic.
- Virgin Australia Holdings (VGN AU) could be added to the S&P/ASX 300 Index in September and there could be global index inclusions in November and December.
Foshan Haitian Flavouring & Food (3288 HK): Offering Details & Index Inclusion
- Foshan Haitian Flavouring & Food (603288 CH)‘s global offering opens today and the raise could reach up to US$1.5bn if the offer-size adjustment option and the overallotment option are exercised.
- There is a large allocation to cornerstone investors. The discount of around 22% to the A-shares is attractive given the recent trend for Midea (300 HK) and CATL (3750 HK).
- The H-shares could be added to a global index and the FXI ETF in December. Inclusion in the HSCI should be in September and Southbound Stock Connect in July.
Samsung Insider’s Flawed Premise on the Samsung C&T Forced Holdco Conversion Issue
- The FTC uses acquisition cost, not market value, so Samsung C&T’s existing 5.05% Samsung Elec stake is booked at KRW 400B
- Samsung Life only needs to sell ~5.5% of Samsung Elec, not the full 8.51%, leaving Samsung C&T with a ~KRW 10T buffer before hitting the 50% holdco threshold.
- The holdco risk is overblown—unlikely without rule changes. The Bio spin-off looks like prep for Samsung C&T to buy Samsung Elec stake, driving re-rating upside for C&T and Life.
Tryt (9164 JP): Carlyle’s JPY880 Tender Offer Is a Done Deal
- TRYT (9164 JP) has recommended a tender offer from Carlyle Group / (CG US) at JPY880, a 34.6% premium to last close and a 135.3% premium to the undisturbed price.
- Despite 26.7% below the IPO price, the offer is attractive compared to peer multiples and is above the mid-point of the IFA DCF valuation range.
- The chance of a competing proposal is low, as Carlyle’s offer was the highest in the auction. EQT has provided an irrevocable (60.00% ownership ratio), which ensures a done deal.
Miniso: TOP TOY Spin-Off – Early Stage Pop Mart. Valuation Upside
- MINISO has confirmed that it is considering a possible spin-off listing of TOP TOY, its pop toy division, signalling its intent to unlock value from its collectible toy business.
- Pop Mart International Group L (9992 HK), the leading player in the pop toy retail segment, is trading at nearly 50x forward earnings compared to Miniso’s 13.5x forward P/E.
- TOP TOY is in an early stage of its growth curve compared to Pop Mart and could be valued at a discount given notably lower operating margins.
Kioxia IPO Lockup Expiry – US$6.7bn Release, with Shareholders Eager to Sell
- Kioxia Holdings (285A JP) raised around US$800m (including over-allocation) in its Japan IPO, after pricing its IPO in the middle of its range. Its IPO linked lockup will expire soon.
- Kioxia is a manufacturer and a global leader in flash memory and solid state drives for smartphones, PCs, enterprise servers and data centers.
- In this note, we will talk about the lock-up dynamics and updates since our last note.
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