In today’s briefing:
- [Quiddity Index] Bengo4.com (6027 JP) To TSE Prime and TOPIX Inclusion
- Digital Holdings (2389 JP): SilverCape Revised Terms Faces Twin Challenges
- [Japan Activism] Mandom (4917) Holders Get an Early Win as MBO Bidder CVC Bumps 29%
- [Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint
- Korea FSC Omnibus Rollout Dropped Today: Key Backdrop & Trade-Relevant Angle
- Mandom (4917 JP): A Big Win for Activists as CVC-Sponsored MBO Price Raised to JPY2,520
- StubWorld: Wynn Resorts (WYNN US) Ekes Out New Highs
- Allfunds: A High-Conviction Arb With Dividend Carry and DB1-Backed Upside
- Robinhood’s Acquisition of WonderFi Faces Regulatory Hurdles Amid Canada’s New Crypto Exchange Rules
[Quiddity Index] Bengo4.com (6027 JP) To TSE Prime and TOPIX Inclusion
- Back in mid-August, Bengo4.Com Inc (6027 JP) (“Bengoshi.com”) announced that it had applied to transfer to TSE Prime. 3+mos later, today it announced it will move on 4 Dec 2025.
- That sets up a TOPIX inclusion for end-January 2026 and then a likely upweight at end-April 2026.
- There is no accompanying offering, and the float is likely small. But the inclusion displaces the current active base. And there’s at least one large holder selling recently.
Digital Holdings (2389 JP): SilverCape Revised Terms Faces Twin Challenges
- SilverCape has increased its tender offer price for Digital Holdings Inc (2389 JP) by 2.9% to JPY2,450 and raised the minimum tendering condition to 6.8 million shares (36.61% ownership ratio).
- The SilverCape hostile offer faces twin challenges: preventing completion of the Hakuhodo Dy Holdings (2433 JP) offer and gaining the Board’s support/stopping the implementation of countermeasures.
- SilverCape’s revised terms are unlikely to address these challenges. While Hakuhodo may (again) revise its offer, I expect the bump to be marginal (less than 5%).
[Japan Activism] Mandom (4917) Holders Get an Early Win as MBO Bidder CVC Bumps 29%
- Today late in the afternoon session, the Nikkei reported that the MBO price would be bumped by “about 30%”. The stock popped 4.6%.
- Post-Close, the deal is bumped from ¥1,960 to ¥2,520 (+29%). Activist holders Murakami Group with 21.4% and Hibiki Path Advisors with 5.5% have agreed to tender.
- With the two main activists publicly engaged now agreed to tender, this looks like a done deal.
[Japan Activism/M&A] SilverCape Renews Its Effort on Digital HD (2389 JP) To Resolve Board Complaint
- Digital Holdings Inc (2389 JP) jumped today after spending a week or more at levels just above the revised Tender Price of Hakuhodo Dy Holdings (2433 JP).
- SilverCape had promised to bid ¥2,380 against Hakuhodo’s ¥1,970 and the Company responded by threatening a Poison Pill against SilverCape, for relatively spurious reasons (as discussed here).
- Hakuhodo bid slightly more, and lowered its minimum, thereby nearly ensuring their success. HOWEVER…. SilverCape’s CIO interviewed yesterday promised a higher price. The stock popped today. But…
Korea FSC Omnibus Rollout Dropped Today: Key Backdrop & Trade-Relevant Angle
- FSC confirms December rollout; beyond procedural cleanup, this structural shift in flows brings small-to-mid shops and offshore retail, creating new order patterns in the local market.
- Omnibus accounts aggregate orders under one broker, blurring classic smart-money signals, slowing local retail follow-ons, and creating wider price-action gaps in the order book.
- MSCI volatility trades also require attention; the omnibus rollout will likely intensify flows as new accounts follow major institutions, impacting the Korea sleeve short-term.
Mandom (4917 JP): A Big Win for Activists as CVC-Sponsored MBO Price Raised to JPY2,520
- Mandom Corp (4917 JP) has disclosed that the CVC-sponsored MBO price has increased by 28.6% from JPY1,960 to JPY2,520.
- The revised terms mark a big win for activists, Murakami and Hibiki. Both activists will tender, with Hibiki reinvesting around 40% of its proceeds into the offeror’s parent entity.
- The revised terms are attractive, and this is a done deal. The offer closes on 18 December, with payment from 25 December.
StubWorld: Wynn Resorts (WYNN US) Ekes Out New Highs
- I see Wynn Resorts (WYNN US) trading around all-time highs – both the implied stub (net of Wynn Macau Ltd (1128 HK)) and on a simple ratio (WYNN/1280).
- Preceding my comments on Wynn are the current setup/unwind tables for Asia-Pacific Holdcos.
- These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation >20%.
Allfunds: A High-Conviction Arb With Dividend Carry and DB1-Backed Upside
- Deutsche Börse’s proposed €8.80/share acquisition of Allfunds, supported by exclusivity and strong industrial logic, transforms Allfunds into a strategically synergistic IFS asset, unlocking meaningful cost efficiencies and platform consolidation benefits.
- The market-implied 60% deal probability, attractive 8.5% headline spread, and dividend-adjusted 11.5–12.2% return create a compelling merger-arbitrage setup, with limited interloper risk and manageable regulatory scrutiny.
- For investors, hedging €4.30 in DB1 stock per Allfunds share (≈1 DB1 short per 52–53 ALLFG long) enables clean exposure to the spread, while long-term value remains strongest in DB1.
Robinhood’s Acquisition of WonderFi Faces Regulatory Hurdles Amid Canada’s New Crypto Exchange Rules
- Robinhood’s acquisition of WonderFi Technologies at C$0.36/share faces CIRO approval, expected to close in H1 2026.
- The spread widened to 36% after the closing date was delayed due to a longer CIRO review.
- Robinhood’s controversial compliance history includes US$300m in fines, aligning with industry standards for crypto exchanges.
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