In today’s briefing:
- Matheson’s Motive For Avoiding MAND’s Dissentient Shareholders
- [Japan Activism] DeNA Attracts Murakami Group – Potentially Squeezable With Reason
- Mandom (4917 JP): Countermeasures Ostensibly to Buy Time for a Higher Offer
- D’Alba Global – End of Lockup Period For 10% of Outstanding Shares
- TTSH Plans Delisting via Reverse/Forward Stock Split Amidst Potential Privatization and Shareholder Dynamics
- Current Active Merger Arbitrage Opportunities and Potential Buyouts
- Analyzing Active Portfolio Ideas: Arbitrage, SPACs, Mergers, and Litigation Opportunities in 2025
- DuPont Completes the Spin-Off of Qnity Electronics Inc.; Regular Way Trading Commences
Matheson’s Motive For Avoiding MAND’s Dissentient Shareholders
- Back in 2021, Jardine Matheson (JM SP) took 84.89%-held Jardine Strategic (JS SP) private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured.
- Less clear are “fair value” appraisal rights afforded Strategic’s dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.
- Which may have precipitated Matheson opting for a (full value) Scheme for Mandarin Oriental International (MAND SP), in which appraisal rights are not afforded.
[Japan Activism] DeNA Attracts Murakami Group – Potentially Squeezable With Reason
- Last week, “Murakami Group” (a group of investors who jointly file large shareholder filings) announced a 5+% stake in DeNA (2432 JP). The stock popped. Then they filed again.
- This was not surprising. It has long been known as a “value” name (and has the requisite short balance to prove it). The question is how much value IS there
- The question is how much value IS there. And to whom? It’s an interesting question which deserves a look, so we take a look.
Mandom (4917 JP): Countermeasures Ostensibly to Buy Time for a Higher Offer
- Mandom Corp (4917 JP) has proposed countermeasures in response to Murakami’s 18.87% voting stake and to ostensibly secure time for an alternative, viable (higher) offer.
- The read-across from the proposal is that CVC’s offer at current terms will fail, CVC is unwilling to match Murakami/Hibiki’s expectations, and there could be genuine interest from third-party bidders.
- Nevertheless, countermeasures are unnecessary as the share price and presence of activists provide the time needed for the Board’s purported aim to secure a higher offer.
D’Alba Global – End of Lockup Period For 10% of Outstanding Shares
- There is an end of a lock-up period for 1.3 million shares (10% of outstanding shares) for d’Alba Global starting 22 November 2025.
- This could potentially result in additional selling by insiders which could negatively impact its share price in the coming weeks. We remain Bearish on d’Alba Global.
- The overall proportion of freely tradable shares, which was only 32.7% right after listing, will increase to 83.9% one year later.
TTSH Plans Delisting via Reverse/Forward Stock Split Amidst Potential Privatization and Shareholder Dynamics
- TTSH plans to delist from Nasdaq using a reverse/forward stock split, cashing out fractional shareholders at $6.60/share.
- Management owns 37% of TTSH, while Fund 1 Investments holds 29%; approval of the proposal is likely.
- Historical precedents show similar reverse/forward split transactions mostly succeed, with only 2 out of 11 failing.
Current Active Merger Arbitrage Opportunities and Potential Buyouts
- Challenger Energy Group’s merger with Sintana Energy offers a 15% actionable spread, with easy hedging options via Sintana borrow.
- WonderFi Technologies’ acquisition by Robinhood awaits Canadian Investment Regulatory Organization consent, with a buyout expected in H2 2025.
- Falcon Oil & Gas asset sale to TBN involves a fluctuating spread of 30%-50%, with minimal risk of deal collapse.
Analyzing Active Portfolio Ideas: Arbitrage, SPACs, Mergers, and Litigation Opportunities in 2025
- Bel Fuse’s Class A and B shares have a 25% price spread; historical trends suggest eventual price convergence.
- Lennar’s divestiture of MRP stake offers a 6.38% premium; government shutdown delays SEC approval, affecting exchange timeline.
- LakeShore Biopharma’s privatization offer faces widened spread due to Nasdaq delisting; liquidity issues persist despite 18% upside potential.
DuPont Completes the Spin-Off of Qnity Electronics Inc.; Regular Way Trading Commences
- On November 1, 2025, DuPont (NYSE: DD) completed the separation of its Electronics business as Qnity Electronics, Inc. (NYSE: Q), into a separate public company.
- Regular-Way trading commenced on November 3, 2025.DD gained 2.97%, while Q lost -1.02% on the first day of regular way trading.
- On an overall basis, DD (consolidated) gained 5.91% since the spin-off announcement on May 22, 2024, underperforming S&P 500 which gained 29.1% during the same period.
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