In today’s briefing:
- [Japan M&A] Minebea Forces a Game of Regulatory Chicken on Shibaura (6957 JP)
- Korea Capital Market Reform Package Just Unveiled: Korea Premium Narrative Holds
- Fonterra (FCG NZ) Inks Spin-Off With Lactalis
- Daegu Department Store: Property Value Is 10x Mkt Cap + Controlling Shareholder Is Selling
- R Systems Acquires Novigo : EPS Accretive, Margin Dilutive or Capability Transformative
- Biologics Spinco Filing: Posts Far More Aggressive Post-Listing Share Swap Lock-Up Than Expected
[Japan M&A] Minebea Forces a Game of Regulatory Chicken on Shibaura (6957 JP)
- Minebea Mitsumi (6479 JP) has bid ¥6,200/share for Shibaura Electronics (6957 JP). The tender ends 28 August. YAGEO has over bid now to ¥6,635/share.
- YAGEO’s regulatory clearance decision may not arrive before 1 September, after the Minebea tender closes. Minebea now says they will neither bump nor extend.
- Minebea is hoping people will throw in the towel and tender because if their tender ends and Yageo’s fails, it might a long way down. There are possibilities but… scary.
Korea Capital Market Reform Package Just Unveiled: Korea Premium Narrative Holds
- M&A valuations won’t rely solely on market prices, carve-outs favor parent shareholders, and mandatory tender offers plus IPO cornerstones lead, with tender offers live H1 next year.
- Commercial Act tweaks have tackled governance, and the tax reform boosts dividends. Today’s markets reform package addresses the last missing piece: giving minority shareholders a fair shake in M&A scenarios.
- Details and timelines remain unclear, but the package sets a roadmap to improve Korea’s equity risk-return profile, supporting DM inclusion upside and maintaining the Korea Premium narrative.
Fonterra (FCG NZ) Inks Spin-Off With Lactalis
- Fonterra Co-Operative Group (FCG NZ) has agreed to sell its consumer and associated businesses to Lactalis for NZ$3.845bn, in line with prior market valuations upward of NZ$4bn for the “Mainland Group”.
- The ACCC previously commenced a formal review of Lactalis’ proposed acquisition on the 2nd May, and on the 10th July, announced it would not oppose the deal.
- There is potential for a further NZ$375mn increase from the inclusion of the Bega licences held by Fonterra’s Australian business – once a legal dispute is resolved.
Daegu Department Store: Property Value Is 10x Mkt Cap + Controlling Shareholder Is Selling
- The controlling shareholder Koo Jeong-Mo and his affiliates will sell their 34.7% stake in Daegu Department Store through a public competitive bidding process.
- A recent valuation of the company’s real estate assets suggests a market valuation of nearly 700 billion won which is about 10x its market cap (72 billion won).
- Even if this real estate value is discounted by 50% that would represent nearly 350 billion won (386% higher than its market cap).
R Systems Acquires Novigo : EPS Accretive, Margin Dilutive or Capability Transformative
- R Systems International (RSYS IN) has signed a definitive agreement to acquire 100% equity of Novigo Solutions Pvt. Ltd., a specialist in low‑code/no‑code automation, intelligent automation, and product engineering.
- The transaction creates a combined platform with approximately INR 2,061.9 crore in revenue and approximately INR 381.9 crore in adjusted EBITDA.
- CY26 a year transformation, turnaround and high growth if deal concludes timely
Biologics Spinco Filing: Posts Far More Aggressive Post-Listing Share Swap Lock-Up Than Expected
- KRX’s prelim review forced Biologics into tough commitments: no share swaps or carve-out IPOs for three years, effectively blocking any Samsung C&T stake sell-down and overlapping-listing risks.
- FSS appears satisfied with Biologics’ aggressive commitments, but may push for more—most likely a lock-up from Samsung C&T preventing share sales in both parent and spinco for a set period.
- Trading setup remains short Samsung C&T; recent Life bill chatter is noise. Samsung governance reform is low-priority, and Biologics’ aggressive spinco lock-ups reinforce C&T as the near-term underperformer.
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