In today’s briefing:
- [Japan M&A] Toyota Inds (6201) – Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+
- ANE (9956 HK): Precondition Satisfied
- Low Keng Huat (LKH SP): Conditional VGO at S$0.72 May Need a Bump
- Merger Arb Mondays (01 Dec) – AUB, Qube, NSR, Dongfeng, ENN, Jinke, ANE, Canon Electronics, Low Keng
- Low Keng Huat (LKH SP)’s Clean MBO
- ANE (9956 HK): Pre-Cons Satisfied. Possible Payment Early March
- Bondalti-Ercros: From Regulatory Clearance to Shareholder Countdown
- (Mostly) Asia M&A, Nov 2025 Wrap: Qube, Forum Engineering, National Storage REIT, Star Micronics
- CNMV Clears Neinor’s OPA; Mandatory €24 Offer for Aedas Minorities Now Base Case
- Weekly Update (NVRI, MRP, IAC)
[Japan M&A] Toyota Inds (6201) – Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+
- In April there was a story suggesting Toyota Group would buy out Toyota Industries (6201 JP). In June, they announced a deal. It was a BAD DEAL.
- The price was low, but it was BAD governance because it was the WRONG DEAL. TICO’s Board declared a valuation fair for a deal not announced, ignoring the ACTUAL DEAL.
- The valuation? Assumed no changes to the business. Actual deal? Sell 90+% of net assets driving 50% of net income, buy back 24+% of shares at discount.
ANE (9956 HK): Precondition Satisfied
- The precondition for the consortium’s privatisation offer for ANE Cayman Inc (9956 HK) has been satisfied. The right to increase the share alternative cap was also satisfied.
- The consortium has until 12 December to decide whether to increase the share cap. The option helps the consortium gain support from shareholders who would not accept the cash offer.
- The scheme vote remains low risk, as the offer is attractive relative to historical ranges and peer multiples. The de-rating of peers is also helpful.
Low Keng Huat (LKH SP): Conditional VGO at S$0.72 May Need a Bump
- Low Keng Huat Singapore (LKH SP) has disclosed a voluntary conditional offer from the Managing Director at S$0.72 per share, a 17.1% premium to the last close price.
- While the offer represents an all-time high, it is below net asset value (implying a P/NAV of 0.91x). It is also light compared to precedent transactions.
- The offer price has not been declared final. A bump may be needed to satisfy the 90% minimum acceptance condition.
Merger Arb Mondays (01 Dec) – AUB, Qube, NSR, Dongfeng, ENN, Jinke, ANE, Canon Electronics, Low Keng
- 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: Canon Electronics (7739 JP), Smart Share Global (EM US), AUB Group Limited (AUB AU), Dongfeng Motor (489 HK), Low Keng Huat Singapore (LKH SP), Digital Holdings,
- Lowest spreads: Bright Smart Securities (1428 HK), Pacific Industrial (7250 JP), Toyota Industries (6201 JP), Seven West Media (SWM AU), Ainsworth Game Technology (AGI AU), Star Micronics (7718 JP).
Low Keng Huat (LKH SP)’s Clean MBO
- Late Friday (28th November), general building contractor Low Keng Huat Singapore (LKH SP) (“LKH”) announced a voluntary conditional Offer from Dato’ Marco Low Peng Kiat, LKH’s controlling shareholder (54.13%).
- Low is offering S$0.72/share, a so-so 17.1% premium to undisturbed, but a decade-high price. Plus the share price is up 104% YTD. Recent results (to 31st July) were also underwhelming.
- The Offer has a 90% acceptance hurdle condition. Low does not intend to maintain listing. The price hasn’t been declared final, possibly leading to a bump in the home stretch.
ANE (9956 HK): Pre-Cons Satisfied. Possible Payment Early March
- Back on the 28th October, ANE Cayman (9956 HK), a road freight transportation play, announced an Offer from Centurium Partners, a pre-IPO investor, Temasek, and Singapore-based asset manager True Light.
- The consortium offered HK$12.18/share (best & final) via a Scheme, a 48.54% premium to undisturbed. A scrip alternative (mix & match) was also afforded. Plus a special dividend bolted on.
- Pre-Cons included SAMR signing off. With JPM as the FA, I previously concluded, given JPM’s recent track record, the reg process should be straightforward. Those pre-cons have now been satisfied.
Bondalti-Ercros: From Regulatory Clearance to Shareholder Countdown
- Spain’s Ministry of Economy has validated the CNMC’s conditional approval of Bondalti’s €3.505/share bid, removing all regulatory risk and shifting the focus entirely to CNMV processing, acceptance, and deal execution.
- Ercros’s deteriorating fundamentals and thin liquidity heighten shareholder-acceptance uncertainty; ~75% tender is required, while prior minority opposition and elevated trough-cycle multiples complicate the risk-reward despite regulatory de-risking.
- With shares at €3.30, the spread has compressed to ~6%, offering a short-dated carry trade with a 45–55% annualised IRR if settlement occurs by February 2026, versus a €2.56 break.
(Mostly) Asia M&A, Nov 2025 Wrap: Qube, Forum Engineering, National Storage REIT, Star Micronics
- For November 2025, eight new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$10bn.
- The average premium for the new transactions announced (or first discussed) in November was ~31%, with a year-to-date average of ~48%.
- 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%.
CNMV Clears Neinor’s OPA; Mandatory €24 Offer for Aedas Minorities Now Base Case
- CNMV approves Neinor’s €21.335 voluntary OPA; minorities unlikely to tender, making the mandatory €24 offer the highest-probability exit with minimal regulatory risk.
- Aedas trades at €23.65, pricing a near-certain €24 outcome. Remaining 1.48% spread offers a high-certainty, mid–single-digit annualized IRR driven primarily by timing, not deal completion.
- Key tail event is a >90% acceptance squeeze-out at €21.335, but probability remains extremely low. Most realistic path is a mandatory €24 OPA settling mid–February 2026.
Weekly Update (NVRI, MRP, IAC)
- One market sector that hasn’t been lifted by the AI narrative is the oil and gas industry.
- Enviri Corporation (NVRI) announced on November 21, 2025, that it had reached a definitive agreement to sell its Clean Earth specialty-waste business to Veolia for $3 billion while simultaneously preparing to spin off its remaining Harsco Environmental and Harsco Rail divisions into a new standalone public company called New Enviri.
NVRI reacted positively to the news.
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