In today’s briefing:
- [Japan M&A] Private Co Takeout of Fuji Corp (7605 JP) – A Done Deal
- Fuji Corp (7605 JP): Usami Koyu’s JPY2,830 Tender Offer Is Light but Done
- Weekly Deals Digest (08 Jun) – Toyota Industries, Makino, Fuji Corp, Tam Jai, PointsBet, Mayne
- A Reluctance to Confront Shareholders Is at the Root of Many Problems
[Japan M&A] Private Co Takeout of Fuji Corp (7605 JP) – A Done Deal
- The long-term major owner now chairman is getting out. The company was shopped. And bought. And this is the deal. ¥2,830 which is about 5.7x this year’s EBITDA.
- It could have been done a bit better, but irrevocables are 48.5% out of the 50.01% minimum and other directors get this past the minimum hurdle.
- Transparency is lacking but it is an all-time high and you can’t do much about it.
Fuji Corp (7605 JP): Usami Koyu’s JPY2,830 Tender Offer Is Light but Done
- Fuji Corp (7605 JP) has recommended a tender offer from Usami Koyu at JPY2,830, a 32.2% premium to the last close price.
- Unusually for a Board recommended offer, the lower limit will not achieve a 66.67% ownership ratio. Based on past EGM voting ratios, it is set at a 50.01% ownership ratio.
- While the offer represents an all-time high, it is below the midpoint of the IFA DCF valuation range. However, due to irrevocables, this is a done deal.
Weekly Deals Digest (08 Jun) – Toyota Industries, Makino, Fuji Corp, Tam Jai, PointsBet, Mayne
- A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
- ECM developments: Foshan Haitian Flavouring & Food (603288 CH) has filed its PHIP for an H Share listing to raise US$1 billion.
- Event-Driven developments: Toyota Industries (6201 JP), Makino Milling Machine Co (6135 JP), Fuji Corp (7605 JP), Tam Jai International (2217 HK), PointsBet Holdings (PBH AU), Mayne Pharma (MYX AU).
A Reluctance to Confront Shareholders Is at the Root of Many Problems
- Until now, listed companies have been reluctant to even lower the minimum shareholder purchase amount for reasons of economic rationality and administrative costs.
- The same issues underlie reluctance of companies in lowering amount to purchase shares, online AGMs, electronic delivery of text in notice of convocations, and pre-AGM disclosure of annual securities reports.
- Companies have been focused on controlling AGM rather than facing shareholders to increase their interests. This practice is problem that can lead to slower ROE and excessive cash on hand.
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