In today’s briefing:
- [Japan M&A] Nihon Chouzai (3341 JP) Gets the Deal Done – Nice Process, Nice Price
- Nihon Chouzai (3341 JP): Advantage Partners/LYFE Capital’s Attractive Tender Offer
- MAC Copper (MAC AU/MTAL US): 29th August Vote On Harmony’s Offer
- Rio Tinto (RIO AU): Post-Earnings Drop Exceeds Expectations
- Joy City Property (207 HK): Privatisation Through a Low-Ball Share Buyback
- LG CNS: End of Lockup for 67.5% of Outstanding Shares on 5 August
- Wonik’s Governance Angle: A Potential First Target in Korea’s New Legal Playbook
- (Mostly) Asia M&A, July 2025 Wrap: Pacific Industrial, Johns Lyon, TalkMed, DD Group, Hanil Cement
- Brookfield-Just Group: Clean UK Life Deal, 8.5% Annualised Return to Jan 2026
[Japan M&A] Nihon Chouzai (3341 JP) Gets the Deal Done – Nice Process, Nice Price
- This family-owned dispensing pharmacy business saw the founding family decide to bail a year ago. So the company decided to set up a sales process.
- This process was a model for how this kind of sale process should be conducted. Multiple parties. Easy accommodation. Getting experts in.
- This should be a done deal because the family and cross-holders/insiders get them to the minimum.
Nihon Chouzai (3341 JP): Advantage Partners/LYFE Capital’s Attractive Tender Offer
- Nihon Chouzai (3341 JP) has recommended a tender offer from Advantage Partners and LYFE Capital at JPY3,927, a 163.6% premium to the undisturbed price of JPY1,490.
- The offer, which resulted from an auction, represents an all-time high and is above the mid-point of the IFA DCF valuation range.
- The significant irrevocables and low required tendering rate suggests a done deal. At the last close, the gross spread was 11.7%.
MAC Copper (MAC AU/MTAL US): 29th August Vote On Harmony’s Offer
- Back on the 27th May 2025, dual-listed MAC Copper (MAC AU/MTAL US), a NSW copper miner, entered into a Scheme Implementation Deed with Harmony Gold Mining (HAR SJ).
- Harmony offered US$12.25 for each MAC Share, a 20.7% premium to last close. The A$ consideration for MAC CDIs pivots off the USD/AUD exchange rate around the Record Date.
- A copy of the Circular is now available, with a shareholder vote on the 29th August. Barrenjoey, the FA, says fair & reasonable. 22.54% of shares out are supportive.
Rio Tinto (RIO AU): Post-Earnings Drop Exceeds Expectations
- Context:Rio Tinto Ltd (RIO AU) reported 1H25 results on 30 July, cutting its interim dividend by 16%.
- Rio Tinto’s share price fell more than expected after earnings, exceeding both historical and implied moves. A surprise US copper tariff announcement further amplified the decline.
- This Insight breaks down drivers of the post-earnings move and evaluates the potential outcome of a short-vol strategy — offering a practical case study for refining similar trades.
Joy City Property (207 HK): Privatisation Through a Low-Ball Share Buyback
- Joy City Property (207 HK) announced a share buyback by way of a scheme at HK$0.62, a 67.6% premium to the last close of HK$0.37 (17 July). The offer is final.
- The buyback is effectively a privatisation by the controlling shareholder, COFCO, at a significant discount to book value. The offer implies a P/B of 0.30x.
- While there are mitigating factors which lower the vote risk, there are several similarities to the failed Soundwill scheme. Therefore, the vote comes with non-neligible risk.
LG CNS: End of Lockup for 67.5% of Outstanding Shares on 5 August
- There will be an end of lock up of 67.5% of LG CNS (064400 KS)’s shares starting 5 August (6 months post IPO).
- The shares subject to the release are those held by the largest shareholder LG Corp (003550 KS) and Crystal Korea (Macquarie).
- We would emphasize on positive developments on LG CNS (solid operating results and stablecoin rollout in Korea) which could be bigger factors than potential selling by the second largest shareholder.
Wonik’s Governance Angle: A Potential First Target in Korea’s New Legal Playbook
- With Korea’s revised Commercial Act live, investors ask who’ll be the first test case — all eyes are on Wonik Holdings amid chatter on new shareholder litigation angles.
- Looks like a typical holdco, but Horizon—a paper company owned by the chairman’s kids—controls Wonik, hiding real power and raising new direct shareholder legal risks under revised rules.
- July 1 triggered Wonik’s 13% surge as bipartisan support for the Commercial Act locked in, with activists quietly gearing up despite fading momentum since.
(Mostly) Asia M&A, July 2025 Wrap: Pacific Industrial, Johns Lyon, TalkMed, DD Group, Hanil Cement
- For July 2025, just six new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of only ~US$4bn.
- The average premium for the new transactions announced (or first discussed) in July was 45%, with a year-to-date average of 47%.
- The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%
Brookfield-Just Group: Clean UK Life Deal, 8.5% Annualised Return to Jan 2026
- Brookfield offers 220p/share in cash for Just Group via scheme, valuing the UK annuity provider at £2.4bn — a 75% premium and 1.1x Tier 1 capital.
- The deal strengthens Brookfield’s UK pension risk platform, leverages its global asset engine, and provides Just with growth capital, operational scale, and improved investment capabilities.
- With high deal certainty and limited regulatory risk, the 3.5% gross spread offers an 8.5% annualised return by January 2026, presenting a compelling event-driven arbitrage opportunity.
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