In today’s briefing:
- [Japan M&A] Taisei Corp To Take Toyo Construction (1890 JP) Private – Governance Torture Ends
- Merger Arb Mondays (11 Aug) – Mayne, PointsBet, Infomedia, Ashimori, Toyo Const, HKBN, Joy City
- [Japan CorpGov] TSE “Mgmt Conscious” Reports (Aug25), Changes to Code of Corporate Conduct
- SSI Weekly Newsletter: Key Updates on Mergers, Legal Disputes, Asset Sales, and Shareholder Votes
- Weekly Deals Digest (10 Aug) – Shibaura, Toyo Construction, Technopro, Ashimori, HKBN, Iress
- Weekly Update (LION, MAGN, NLOP, SONY)
[Japan M&A] Taisei Corp To Take Toyo Construction (1890 JP) Private – Governance Torture Ends
- In March 2022, Infroneer bid ¥770. The Board said “too low” but then accepted. A month later, YFO offered ¥1,000. Too high, bad owner, not accepted.
- Summer 2023 after a year of palm to the face for YFO, the Board was partly spilled. YFO bid ¥1,255/share and the Board said the premium was too low.
- Now, the Board has accepted a bid from Taisei at a roughly similar premium. But the price is ¥1,850/share. Infroneer and YFO have agreed to sell. Minorities win… -ish
Merger Arb Mondays (11 Aug) – Mayne, PointsBet, Infomedia, Ashimori, Toyo Const, HKBN, Joy City
- I summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
- Highest spreads: Mayne Pharma (MYX AU), Ashimori Industry (3526 JP), ENN Energy (2688 HK), Ci Medical (3540 JP), Joy City Property (207 HK), Santos Ltd (STO AU).
- Lowest spreads: Bright Smart Securities (1428 HK), Pacific Industrial (7250 JP), Ainsworth Game Technology (AGI AU), Welcia Holdings (3141 JP), ZEEKR (ZK US), Soft99 Corp (4464 JP).
[Japan CorpGov] TSE “Mgmt Conscious” Reports (Aug25), Changes to Code of Corporate Conduct
- 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.
- 783 new CGRs filed in July 2025 (after 1,389 in June). Our tools show every report, links to every document, and a diff-file tool. Input a name, see the changes.
- The JPX Council of Experts met on 9 July. The parent-sub changes are slow to come.
SSI Weekly Newsletter: Key Updates on Mergers, Legal Disputes, Asset Sales, and Shareholder Votes
- Mayne Pharma faces legal challenges with Cosette over merger termination, maintaining no breach occurred; hearing set for September 9.
- OCI N.V. plans $700m shareholder return via capital repayment and extraordinary dividend, with ex-dividend date on August 18.
- Banxa’s acquisition vote set for August 28, with regulatory approvals pending; spread narrows from 38% to 25%.
Weekly Deals Digest (10 Aug) – Shibaura, Toyo Construction, Technopro, Ashimori, HKBN, Iress
- A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
- ECM developments: I have not covered anything notable this week.
- Event-Driven developments:Shibaura Electronics (6957 JP), Toyo Construction (1890 JP), Technopro Holdings (6028 JP), Ashimori Industry (3526 JP), HKBN Ltd (1310 HK), Iress Ltd (IRE AU), Infomedia Ltd (IFM AU).
Weekly Update (LION, MAGN, NLOP, SONY)
Sony Group Corporation (SONY) is planning to partially spin off its financial services division, Sony Financial Group Inc. (SFGI), in what would be Japan’s first major spin‑off with a direct listing in over two decades.
The company will divest 80% of its stake while retaining the remaining 20%, and the spin‑off is scheduled for September 29, 2025.
- This looks interesting to me as I see potential for indiscriminate selling. Sony Financial Service Group contributes ~13% of Company Net Income (¥1,067.4B).
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