In today’s briefing:
- [Japan M&A] Bain Plays Announcement Games with Nissin (9066) MBO TOB – Noise A Possibility
- HD HCE–Infracore Merger: Deal Mechanics & Trade Playbook
- Midea Group (300 HK) – Annto Logistics Spin-Off & IPO; Valuation Scenarios
- Okamura (7994): Why Management Incentives Are So Important
- Merger Between HD Hyundai Infracore and HD Hyundai Construction Equipment
- Samsung SDI (006400): Still a No
- Daehan Shipbuilding Pre-IPO: PE Cashing Cheques on the Shipping Boom
- PostNL NV – What’s News in Amsterdam
- Knorr-Bremse AG: How the Company Unlocks Infrastructure Windfalls & Strategic Supremacy!
- MillerKnoll, Inc: 4Q25 Adj. EPS of $0.60 Beats WTR Estimate
[Japan M&A] Bain Plays Announcement Games with Nissin (9066) MBO TOB – Noise A Possibility
- On 12 May 2025, Bain Capital announced a deal to buy Nissin Corp (9066 JP). The tender was VERY light in price (Bain’s borrowing more than adjusted EV at TOB Price)
- And it was very long at 41 days. As of Day 1, they announced a long list of “irrevocables” – 16 holders with 5.75% – who had agreed to tender.
- Since then Bain have made 7 separate amendment filings detailing additional irrevocables and one possible additional tender agreement to get to 11.30%. Now it’s extended.
HD HCE–Infracore Merger: Deal Mechanics & Trade Playbook
- This event offers two arb plays—merger swap and appraisal rights—but there’s barely any juice left as pricing locked the market into an unusually tight range.
- Yeah, it’s tight. Unless cancel risk flares up, the spread likely stays muted—major holder’s balanced stakes make vote pushback or ratio disputes pretty unlikely.
- One angle to watch: passive flows. HCE likely joins KOSPI 200 post-merger, triggering index buys around Infracore’s halt on Dec 30—potentially a solid year-end positioning play.
Midea Group (300 HK) – Annto Logistics Spin-Off & IPO; Valuation Scenarios
- Midea Group (300 HK) has received shareholder approval to spin off its technology-driven supply chain arm,Annto Logistics,for a separate listing on the Main Board of the Hong Kong Stock Exchange.
- Annto has demonstrated consistent profitability, with cumulative net profit attributable to shareholders of the parent company reaching RMB 883.42 million for 2022-2024.
- Size to not exceed 20% of the enlarged share capital. The objective is to expand Annto’s financing avenues, accelerate growth, & bolster operational independence within the Midea ecosystem.
Okamura (7994): Why Management Incentives Are So Important
- Okamura trades at a PBR of 1.0 and a PER of 8.6 despite earning more than 12% return on equity.
- Okamura’s new AI-driven warehouse automation system is a potential game-changer as it reduces costs and improves decision making for mid-sized enterprises.
- Management’s incentives are still poorly aligned with the interests of shareholders, and their performance is well below potential.
Merger Between HD Hyundai Infracore and HD Hyundai Construction Equipment
- After the market close on 1 July, HD Hyundai Infracore announced that it will be merging with HD Hyundai Construction Equipment.
- The merger ratio is 0.1621707 common shares of HD Hyundai Construction Equipment for each common share of HD Hyundai Infracore.
- We have Negative ratings on both HD Hyundai Infracore and HD Hyundai Construction Equipment.
Samsung SDI (006400): Still a No
- The EU ended the direct purchase subsidies for EVs; that is a negative for Samsung SDI (006400 KS).
- Management is quite bullish, but the last two quarters result were quite informative on the level of margin and contribution from the battery business.
- It trades around 112x PER while historically around 25-35x PER and its competitor Contemporary Amperex Technology (CATL) (3750 HK) is only trading at 20x.
Daehan Shipbuilding Pre-IPO: PE Cashing Cheques on the Shipping Boom
- Daehan Shipbuilding (439260 KS) is looking to raise up to US$350m in its upcoming Korean IPO.
- It specializes in the design and construction of medium-sized (Aframax) and semi-large sized (Suezmax) vessels for crude oil and petroleum product transportation.
- In this note, we provide updates on the firm’s past performance.
PostNL NV – What’s News in Amsterdam
- In this edition: • ABN Amro | completes the acquisition of Hauck Aufhäuser Lampe • ING | cutting 230 senior roles globally within its Wholesale Banking • InPost | EVRi intends to deploy 10,000 APMs by 2030 • PostNL | proposed changes in postal legislation do not go down well at PostNL • Dutch retail sales | up 2.2% YoY in May; sales volume down 2.2% • Dutch inflation | continued to trend down in June
Knorr-Bremse AG: How the Company Unlocks Infrastructure Windfalls & Strategic Supremacy!
- Knorr-Bremse AG, a leading manufacturer in the rail and truck sectors, has presented a mixed performance for the first quarter of 2025.
- The company’s resilience was emphasized by CEO Marc Llistosella, pointing to strategic measures and a decentralized operational model that has enabled Knorr-Bremse to manage ongoing global trade challenges effectively.
- The company has positioned itself well in terms of geographic revenue distribution, which mitigates tariff risks and enhances flexibility in volatile markets.
MillerKnoll, Inc: 4Q25 Adj. EPS of $0.60 Beats WTR Estimate
- Strong sales growth in 4QFY25, especially in North American Contract, driven in part by demand pull forward.
- MLKN delivered adjusted EPS of $0.60, significantly better than our estimate.
- North American Contract saw organic sales growth of 12.6%, which led to a 195-bp improvement in operating margins on better sales leverage.
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