In today’s briefing:
- Proto Corp (4298) – Large Active Holders Going Activish-Y
- CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration
- Proto Corp (4298 JP): Kaname Capital Throws a Spanner in the Works
- Clarifying Samsung Life’s Position on How Samsung Electronics Structures Its Shareholder Returns
- Growing Importance of ACT – Korea’s Largest Minority Shareholders Platform
- Domain Holdings (DHG AU): CoStar Makes an NBIO; Buys 16.9% Stake; Short Covering Today
- BBVA/Sabadell: Implications of CNMC Decision, How Much Should BBVA Raise?
- Mayne Pharma (MYX AU): Cosette’s A$7.40/Share Scheme
- Domain (DHG AU): CoStar’s A$4.20/Share NBIO

Proto Corp (4298) – Large Active Holders Going Activish-Y
- When the deal was announced, I wrote that the MBO for Proto Corp (4298 JP) was opportunistic and was possibly “vulnerable” to activist attentions (original insight here).
- On the 17th, one large active holder Ancient Arts LP filed an amendment to their Large Shareholder Filing showing a change in Reason for Investment.
- On the 18th of Feb, top independent shareholder Kaname Capital reported an increase in stake and sent Open Letters which appear only now to be circulating. It’s worth a look.
CNBM (3323 HK): Whitewash Waiver Secured. Next Is The Proration
- On the 6th December 2024, China National Building Material (3323 HK) (CNBM), China’s leading building materials company, offered to buy back 841,749,304 H-shares at HK$4.03/share, a 15.1% premium to undisturbed.
- This elevated CNBM’s parent’s stake to 50.01% of total shares from 45.02% currently, necessitating a whitewash waiver so the parent would not be obliged to make a full blown offer.
- Independent H-shareholder overwhelmingly approved the waiver yesterday, the 19th February. Tendering closes on the 5th March. Minimum pro-ration is 19.24%. I’m estimating at least 35%. The Offer is now unconditional.
Proto Corp (4298 JP): Kaname Capital Throws a Spanner in the Works
- Kaname Capital, the second-largest shareholder of Proto Corp (4298 JP), has issued an open letter stating that the JPY2,100 MBO tender offer is a bad conclusion at the wrong price.
- Some assertions are valid, while others do not stand up to scrutiny. Kaname claims that Proto is worth JPY3,778, which will make it hard to reach a compromise.
- Maintaining terms is increasingly not viable. The Chairman is likely to respond by lowering the minimum acceptance condition and/or bumping to secure the support of minorities (excluding Kaname).
Clarifying Samsung Life’s Position on How Samsung Electronics Structures Its Shareholder Returns
- Samsung Life isn’t getting a boost from Samsung Fire, so they need to stay focused on managing equity to maintain their K-ICS ratio.
- They’ll use capital securities issuance as a quick fix but must also monitor their Samsung Electronics stake, a major asset, to manage the situation effectively.
- Samsung Electronics will likely focus on dividends over buybacks. Watch for a pair trade setup between common and preferred shares, favoring long positions on preferreds.
Growing Importance of ACT – Korea’s Largest Minority Shareholders Platform
- In this insight, we discuss about the growing importance of ACT, the largest minority shareholders platform (https://www.act.ag/) in Korea with nearly 100,000 members and market share of more than 50%.
- Recently, ACT has been demanding corporate governance improvements on the following companies: E-Mart, DB Hitek, Lotte Shopping, Youlchon Chem, Hanmi Science, and Solu-M.
- ACT has played an important role in the recent shareholder return polices announced by E-Mart which announced a sharply higher total shareholder return policy including higher dividends and share cancellations.
Domain Holdings (DHG AU): CoStar Makes an NBIO; Buys 16.9% Stake; Short Covering Today
- Costar Group (CSGP US) bought a 16.9% stake in Domain Holdings Australia (DHG AU) yesterday at A$4.2/share in cash. That is a 34.6% premium to the last close.
- Then, Costar Group (CSGP US) made a non-binding indicative proposal to buy all the Domain Holdings Australia (DHG AU) shares it did not own at A$4.2/share.
- Nine Entertainment Co Holdings (NEC AU) owns just over 60% of Domain Holdings Australia (DHG AU) and should move higher on the offer.
BBVA/Sabadell: Implications of CNMC Decision, How Much Should BBVA Raise?
- The CNMC’s provisional report requires BBVA to extend commitments to SMEs for three years instead of 18 months, a condition seen as manageable but opposed by Sabadell’s leadership.
- BBVA’s exchange offer for Sabadell values its shares at €2.37, below the market price of €2.504, implying a 5.3% shortfall, increasing pressure for BBVA to improve its bid.
- The Spanish government opposes the takeover, and political intervention, regulatory hurdles, and a history of failed hostile bank takeovers in Europe could significantly impact the deal’s success.
Mayne Pharma (MYX AU): Cosette’s A$7.40/Share Scheme
- Mayne Pharma (MYX AU), a leader in dermatology and women’s health, has entered into a Scheme Implementation Deed with US-based pharmaceutical outfit, Cosette Pharmaceuticals.
- Cosette is offering A$7.40/share, a 37% premium to last close. Apart from Mayne’s shareholder approval, the Offer requires FIRB signing off.
- The Offer also has the backing of Mayne’s two largest shareholder, Viburnum and Bruce Mathieson, collectively holding 14.1%. Implementation is expected late May, early June 2025. This is done.
Domain (DHG AU): CoStar’s A$4.20/Share NBIO
- Domain Holdings Australia (DHG AU), Australia’s number two player in the online real estate market, has announced a non-binding proposal, by way of a Scheme, from CoStar Group (CSGP US).
- CoStar is offering A$4.20/share, in cash. A A$0.02/share dividend declared on the 13th Feb will be added (but now ex). CoStar also acquired 16.9% of shares out, also at A$4.20/share.
- Domain is 60% owned by Nine Entertainment Co Holdings (NEC AU), and has been known to be scoping out a buyer. A firm offer will require FIRB to sign off.