In today’s briefing:
- [Japan M&A] Bain Plays Announcement Games with Nissin (9066) MBO TOB – Noise A Possibility
- [Japan CorpGov] TSE “Mgmt Conscious” Reports (Jul25), Minor Updates
- Okamura (7994): Why Management Incentives Are So Important
- OUG Holdings (TYO 8041) – A 0.5x P/TBV Vertically Integrated Seafood Wholesaler in Osaka…
- Lucror Analytics – Morning Views Asia
- Takashimaya (8233 JP): Q1 FY02/26 flash update
- Now Is Time to Increase the Number of Female Directors so that They Can Contribute to Value Creation
[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.
[Japan CorpGov] TSE “Mgmt Conscious” Reports (Jul25), Minor Updates
- TSE-Listed companies are asked to file “Management Conscious of Capital Cost/Stock Price” awareness reports/policies. Many have. Some are still working on it. And policies change, and CGR reports are updated.
- 1,389 new CGRs filed since 1 June 25. Our tools show every report, links to every document, and a diff-file tool. Input a name, see the changes in the reports.
- The JPX Council of Experts met on 22 April. Next meeting is in a week. Parent-sub follow-ups in Fall/Winter 2025. Slow.
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.
OUG Holdings (TYO 8041) – A 0.5x P/TBV Vertically Integrated Seafood Wholesaler in Osaka…
- OUG Holdings (TYO 8041) is a vertically integrated seafood group that auctions fresh fish at major markets, runs a nationwide cold-chain for trading, processing, and delivering seafood to stores and restaurants, and farms premium buri and bluefin tuna.
- Because it controls aquaculture, logistics hubs, and its own truck fleet, it moves product from port to plate faster and fresher than rivals that outsource storage and transport.
- They currently have dominant market share in Osaka and are slowly expanding to Tokyo.
Lucror Analytics – Morning Views Asia
- In today’s Morning Views publication we comment on developments of the following high yield issuers: Softbank Group, New World Development
- US Treasury yields fell yesterday. The UST curve bull flattened, with the yield on the 2Y UST declining 3 bps to 3.72%, while that on the 10Y UST was down 5 bps at 4.23%. Equities climbed to new record highs.
- The S&P 500 rose 0.5% to 6,205, while the Nasdaq advanced 0.5% to 20,370. Contracted sales for China’s Top 100 developers in June declined 23% y-o-y but were up 15% m-o-m at CNY 339 bn, according to CRIC.
Takashimaya (8233 JP): Q1 FY02/26 flash update
- Total operating revenue decreased by 5.7% YoY, with operating profit and recurring profit declining by 26.9% and 35.5% respectively.
- Domestic department store sales fell due to reduced inbound demand, impacting operating revenue and profit despite solid domestic sales.
- Takashimaya revised FY02/26 forecasts downward for revenue and profit metrics, but raised net income projections due to asset sale.
Now Is Time to Increase the Number of Female Directors so that They Can Contribute to Value Creation
- Since % of women among internal directors is low, many companies try to increase external directors, which leads to an issue of directors serving on the boards of multiple companies.
- Investors expect gender diversity to have long-term impact on business performance. However, due to the low percentage of female board members, no clear correlation with value creation has been demonstrated.
- In evaluations of board effectiveness, it’s clear that few companies share issues within boards and engage in sufficient discussion. There appears to be a lack of sufficient discussion on issues.
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