In today’s briefing:
- Mandom (4917 JP): When You Thought It Was Done, KKR Emerges as a Competing Bidder
- [Japan M&A] Nippon Life Shoots the Lights Out with a Bid at ¥1,693
- Hang Seng Bank (11 HK): HSBC (5 HK)’s Scheme Vote on 8 January
- [Japan M&A] Nikkei Reports KKR Has Proposed an Overbid for Mandom (4917) At ¥2800+
- A Tender Offer and Delisting of Shinsegae Food by E-Mart
- Apiam Animal Health (AHX AU): 3rd Feb Vote On Adamantem’s A$0.87/Share Offer
- Medical Data Vision (3902 JP): Nippon Life’s Tender Offer at JPY1,693 (3x Last Close)
- Matsuya R&D (7317 JP): Omron (6645 JP)’s Preconditional Tender Offer Is a Done Deal
Mandom (4917 JP): When You Thought It Was Done, KKR Emerges as a Competing Bidder
- Mandom Corp (4917 JP) has disclosed that it has received a non-binding letter of intent from a third-party candidate, with purchase prices exceeding the CVC JPY2,520 offer.
- The Nikkei identifies the bidder as KKR and states that the offer is over JPY2,800, a 11.1% premium to the CVC offer. KKR want a Board-recommended offer.
- CVC has extended the close of its offer to 5 January 2026, but will need to revise terms as its irrevocables (particularly Murakami and Hibiki) can switch to KKR.
[Japan M&A] Nippon Life Shoots the Lights Out with a Bid at ¥1,693
- Over the weekend the Nikkei reported that Nippon Life would bid ¥60bn for Medical Data Vision (3902 JP). At one price per share, that meant ¥1,585.
- There is a deemed dividend treatment buyback for SBI at ¥1,189 which means they will end up with a capital loss (their in-price is ¥1,630) but they’ll offset that.
- This is the biggest win for minorities in a long while. Be happy.
Hang Seng Bank (11 HK): HSBC (5 HK)’s Scheme Vote on 8 January
- Hang Seng Bank (11 HK)’s IFA considers HSBC Holdings (5 HK)’s scheme privatisation offer of HK$155 per share to be fair and reasonable.
- The key condition is scheme approval by at least 75% disinterested shareholders (<10% disinterested shareholders’ rejection). The scheme vote remains low risk.
- The offer is attractive compared to peer multiples and privatisation precedents. This is done. At the current price and for a 4 February payment, the gross/annualised spread is 1.0%/7.1%.
[Japan M&A] Nikkei Reports KKR Has Proposed an Overbid for Mandom (4917) At ¥2800+
- The Nikkei came out post-close with an article saying that KKR had offered “more than 10%” (“higher than ¥2,800”) for Mandom Corp (4917 JP) vs the revised ¥2,520 CVC Bid.
- Mandom announced a revision to the Opinion Statement to include some but not a lot of details. That triggers an extension to the deal, closing 5 Jan vs 18 Dec.
- The language in the Mandom release is kind of interesting. This price gets us closer, but it may not be high enough.
A Tender Offer and Delisting of Shinsegae Food by E-Mart
- On 15 December, it was announced that E Mart Inc (139480 KS) is conducting a tender offer and delisting of Shinsegae Food (031440 KS).
- Tender offer price is 48,120 won (20% higher than the closing price on 12 December).
- Shinsegae Food is currently trading at very low valuations. It is trading at P/E of 5.3x, P/B of 0.4x, and EV/EBITDA of 1.5x based on 2026 consensus earnings estimates.
Apiam Animal Health (AHX AU): 3rd Feb Vote On Adamantem’s A$0.87/Share Offer
- Back on the 22nd October, PE outfit Adamantem Capital firmed its Offer for Apiam Animal Health (AHX AU), Australia’s largest rural and regional veterinary group.
- The A$0.87/share Offer Price was a 64.5% premium to last close. This included a permitted fully franked dividend up to A$0.10/share. Mix & match options are afforded, including 100% scrip.
- The Scheme Booklet is now out, with a Scheme Meeting on the 3rd February, and expected implementation on the 23rd Feb 2026. The IE (Kroll) says “fair & reasonable“.
Medical Data Vision (3902 JP): Nippon Life’s Tender Offer at JPY1,693 (3x Last Close)
- Medical Data Vision (3902 JP) has recommended a tender offer from Nippon Life at JPY1,693, a 212.4% premium to the last close.
- The substantial takeover premium reflects the outcome of an auction and SBI Holdings (8473 JP) willingness to share TOB tax benefits with minority shareholders.
- The substantial takeover premium also ensures that this is a done deal. The tender closes on 3 February, with payment commencing from 9 February.
Matsuya R&D (7317 JP): Omron (6645 JP)’s Preconditional Tender Offer Is a Done Deal
- Matsuya R&D (7317 JP) has recommended a preconditional tender offer from Omron Corp (6645 JP) at JPY1,110, a 22.8% premium to the last close price.
- While the offer represents an all-time high, it is light as it is 22% below the midpoint of the target IFA DCF valuation range.
- This is a done deal, as the lower limit is marginally above the level of irrevocables. Timing is the key risk with the offer expected to start in late June.
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