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Event-Driven Archives | Smartkarma

Daily Brief Event-Driven: NCC Group’s Strategic Review and Potential Sale: Examining Escode Division’s Impact on Shareholder Returns and Market Valuation and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • NCC Group’s Strategic Review and Potential Sale: Examining Escode Division’s Impact on Shareholder Returns and Market Valuation
  • Last Week In Event SPACE: Toyota Inds, Dongfeng Motors, Aeon/TSURUHA, Jinke Smart, Genting Malaysia
  • Asia-Pac M&A Weekly Wrap: ANE (Cayman), Predictive Discovery, African Gold, Steadfast, Spindex


NCC Group’s Strategic Review and Potential Sale: Examining Escode Division’s Impact on Shareholder Returns and Market Valuation

By Special Situation Investments

  • NCC Group is considering selling its Escode division, potentially valued at GBP 300-350m, with proceeds likely returned to shareholders.
  • The cybersecurity division could be sold for GBP 200m or more, with strategic buyers showing interest amid industry consolidation.
  • Richard Griffith, a major shareholder with a 15% stake, indicates potential corporate action, supported by recent entity registrations.

Last Week In Event SPACE: Toyota Inds, Dongfeng Motors, Aeon/TSURUHA, Jinke Smart, Genting Malaysia

By David Blennerhassett

  • The process in the Toyota Industries (6201 JP) transaction is egregiously bad and lacking in  transparency. This deal, as structured, is block-able, even if bumped.
  • There’s been a lot of enthusiasm for HK spin-offs of late (Zijin Mining (2899 HK) and MINISO (9896 HK)). I’m not convinced Dongfeng Motor (489 HK) deserves similar accolades.  
  • If you’ve the ability to borrow Aeon (8267 JP), this promises to be fun/interesting. If you’re a long-only investor, it’s more nuanced. And it depends on where you are post-tender.

Asia-Pac M&A Weekly Wrap: ANE (Cayman), Predictive Discovery, African Gold, Steadfast, Spindex

By David Blennerhassett


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Daily Brief Event-Driven: Steadfast (SDF AU): Suitors Circle As Share Price Languishes After Internal Complaint and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • Steadfast (SDF AU): Suitors Circle As Share Price Languishes After Internal Complaint
  • Fresh Intel: Kosdaq Stimulus Drop Date & Key Targets
  • Shah Capital’s $2.00/Share Buyout of Emeren Group Faces Market Skepticism Amid Operational Challenges and Competing Bid
  • Inocsa Secures 98% of Catalana Occidente; Squeeze-Out Now in Play


Steadfast (SDF AU): Suitors Circle As Share Price Languishes After Internal Complaint

By David Blennerhassett

  • First, EQT, then CVC joined, in a A$45/share NBIO for AUB (AUB AU), an insurance “matchmaker”: CVC Joins EQT In Pursuit Of AUB Group (AUB AU). Talks ceased this week. 
  • Reportedly, AUB’s larger insurance rival, Steadfast (SDF AU), is now attracting PE interest, such as Blackstone.
  • Steadfast is down ~25% from its recent high following a workplace complaint towards CEO/MD/founder Robert Kelly – now concluded on “a confidential basis”, with Kelly resuming his roles. 

Fresh Intel: Kosdaq Stimulus Drop Date & Key Targets

By Sanghyun Park

  • Fresh intel hit at lunch. Official rollout is penciled for the 11th or 12th, sourced straight from a key gov’t operator and pushed to Hankyung.
  • The package basically boils down to two levers: juiced tax perks for retail in Kosdaq venture funds and a structural bump-up in pension-fund allocation.
  • Street sees this as constructive: tax tweaks to pull retail, pension weight-ups to juice flows, and focus on 300bn+ Kosdaq names that beat Q3 consensus 10%+.

Shah Capital’s $2.00/Share Buyout of Emeren Group Faces Market Skepticism Amid Operational Challenges and Competing Bid

By Special Situation Investments

  • Emeren Group’s largest shareholder, Shah Capital, plans to take the company private at $2.00/share, with a 13% spread.
  • Shah Capital owns 36% of SOL, requiring $65m for the buyout, with no financing concerns reported.
  • A competing bid from EEW Renewables was declined due to concerns about financing and track record credibility.

Inocsa Secures 98% of Catalana Occidente; Squeeze-Out Now in Play

By Jesus Rodriguez Aguilar

  • Inocsa secures ~98% of Grupo Catalana Occidente Sa (GCO SM) after 94.27% acceptance, completing the take-private process and removing any remaining deal risk.
  • With Spain’s 90/90 thresholds exceeded, a squeeze-out at €49.75 is now available, leaving minimal optionality for remaining minorities.
  • GCO trades just below terms as liquidity evaporates; the spread has closed and the trade moves to passive cash settlement mid-December.

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Daily Brief Event-Driven: Dongfeng (489 HK): Revisiting VOYAH’s Spin-Off Valuation and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • Dongfeng (489 HK): Revisiting VOYAH’s Spin-Off Valuation
  • ANE (9956 HK): Tempting Fate Through an Unchanged Share Alternative Cap?
  • Spindex Inds (SPE SP): 18th Dec Vote On MBO
  • Tsuruha-Welcia: Will Scale Translate into Profit?
  • Spindex Industries (SPE SP): Scheme Vote on 18 December
  • Exploring 17 Actionable Investment Opportunities: MLP Buyouts, Merger Arbitrage and More


Dongfeng (489 HK): Revisiting VOYAH’s Spin-Off Valuation

By David Blennerhassett

  • Back on the 22nd August 2025, SOE-backed Dongfeng Motor (489 HK) announced a privatisation; together with a concurrent listing of its EV arm, VOYAH. The two proposals are interconditional.
  • In its October application proof, VOYAH turned a profit in 7M25.  The market was implying a price-to-trailing-sales of 1.5x for VOYAH, versus the basket average of 2.1x. It’s now ~1.2x.
  • Key PRC reg approvals (Mofcom/NDRC/SAFE) remain outstanding. Meanwhile, a basket of peers are down 21% since the dual proposals were announced. And their average price-to-trailing-sales are down to 1.7x. 

ANE (9956 HK): Tempting Fate Through an Unchanged Share Alternative Cap?

By Arun George

  • The consortium has decided NOT to exercise its right to increase the ANE Cayman Inc (9956 HK) share alternative cap from 5.00% to 7.50% of outstanding shares. 
  • The positive read-across is that it signals the consortium’s confidence that the vote will pass, as reflected in the quick decision not to lift the cap (deadline was 12 December). 
  • The negative readacross is that shareholders requesting the scrip option likely exceeded the 7.5% upper threshold, and the consortium is hoping that these shareholders will instead take the mix option.

Spindex Inds (SPE SP): 18th Dec Vote On MBO

By David Blennerhassett

  • On the 26th September, precision parts manufacturer Spindex Industries (SPE SP) announced an Offer, by way of a Scheme, from the Tan Family, Spindex’s controlling shareholder, with 74.95%.
  • The Tan’s offered S$1.43/share, an okay 27.7% premium to undisturbed; but a decade-high price. A A$0.02/share was also bolted on (& now paid). No competing Offer will emerge.
  • The Scheme Booklet is now out, with a Scheme Meeting on the 18th December, and expected payment on the 11th Feb 2026. The IFA (Evolve Capital) says “fair & reasonable“.

Tsuruha-Welcia: Will Scale Translate into Profit?

By Michael Causton

  • The Tsuruha and Welcia merger before the year’s close, backed by Aeon, is targeting ¥50 billion in cost savings over three years. 
  • As well as the massive economies of scale, consolidated procurement, revamped private brands and a unified points and customer‑ID strategy are central to this.
  • However, weak food offerings, legacy stores and IT complexity still threaten sustainable profit recovery as is the question of who will be in charge.

Spindex Industries (SPE SP): Scheme Vote on 18 December

By Arun George

  • The Spindex Industries (SPE SP) IFA has opined that the Chairman and PrimeMovers Equity’s scheme offer of S$1.43 is fair and reasonable.
  • The offer is at the upper end of the IFA valuation range of S$0.71 and S$1.44. The offer is at adjusted NAV and is attractive compared to historical trading ranges.
  • The absence of a disinterested shareholder holding a blocking stake and moderate retail ownership reduces voting risk. This is a done deal.

Exploring 17 Actionable Investment Opportunities: MLP Buyouts, Merger Arbitrage and More

By Special Situation Investments

  • KNOT Offshore Partners received a non-binding privatization proposal at $10/unit, with historical MLP buyouts often resulting in higher offers.
  • Golden Entertainment’s Chairman bids to acquire the company at 1x EBITDA, with activists pushing for better terms.
  • Yext’s Chairman and CEO proposed a non-binding privatization offer at $9/share, inviting competing bids for potential price increases.

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Daily Brief Event-Driven: Korea’s 4th Policy Trade Is Right Around the Corner: Mandatory Tender Offers and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • Korea’s 4th Policy Trade Is Right Around the Corner: Mandatory Tender Offers
  • StubWorld: Don’t Sell Toyota Inds (6201 JP) – Buy More
  • A Review of Tender Offers in Korea in 2025
  • Predictive Discovery (PDI AU): Perseus (PRU AU) Trumps Robex with a Competing Offer
  • Selected European HoldCos and DLC: November 2025 Report


Korea’s 4th Policy Trade Is Right Around the Corner: Mandatory Tender Offers

By Sanghyun Park

  • The next policy swing is mandatory tender offers (MTO), with the gov’t + ruling party pushing for passage this session, likely alongside the mandatory treasury-share cancellation.
  • 2022 FSS/FSC 50%+1 trigger scrapped; 25% stays. Ruling party favors 50%+ MTO, base case 100%, but pushback may reduce to 70–80%.
  • MTOs tighten discounts, benefit minority holders; focus on local holding firms, PE-backed exits, and parent-driven M&A prospects.

StubWorld: Don’t Sell Toyota Inds (6201 JP) – Buy More

By David Blennerhassett

  • At ¥17,340/share, Toyota Industries (6201 JP) is cheap. Corporate governance supporting this deal is shocking. In Travis Lundy‘s words: “Stay long. Buy more. And make some noise.”
  • Preceding my comments on Toyota 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%.

A Review of Tender Offers in Korea in 2025

By Douglas Kim

  • In this insight, we review the major tender offers of Korean companies in 2025. Some of the major M&A tender offers in 2025 include HMM, Kolon Mobility Group, and VIOL.
  • The tender offers have mostly been profitable for the investors in these targeted companies (especially those shareholders who owned these shares prior to the tender offer announcement).
  • What is also impressive is that even after the 1st day of trading (post tender offer announcement), there have been extra alpha for the following week.

Predictive Discovery (PDI AU): Perseus (PRU AU) Trumps Robex with a Competing Offer

By Arun George

  • Predictive Discovery (PDI AU) has disclosed a competing all-scrip scheme offer from Perseus Mining (PRU AU) at 0.136 Perseus shares per PDI share.
  • The Perseus offer is attractive compared to peer resource multiples and historical trading ranges. The Board had deemed the proposal superior to the Robex Resources (RBX CN) merger transaction.
  • Robex has five business days to exercise matching rights. Robex will struggle to match due to the large gap in the offer values. 

Selected European HoldCos and DLC: November 2025 Report

By Jesus Rodriguez Aguilar

  • Holdco dispersion persists: GBL simplifies and strengthens liquidity yet trades at –30.5%; Industrivärden and Investor remain unusually tight; Heineken Holding stable in its post-Covid range.
  • Porsche SE’s ~30% discount aligns with “no-liability” scenarios, while Rio Tinto’s DLC premium stays structurally elevated, leaving convergence trades dependent on governance catalysts rather than statistical mean reversion.
  • Vivendi’s discount widened to 42% on legal timing noise; AMF logic unchanged. Optionality rebuilt, making Vivendi the most asymmetric setup in the current holdco universe.

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Daily Brief Event-Driven: [Japan Partial Tender] AEON (8267) Partial Offer for TSURUHA (3391) Announced at ¥2 and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • [Japan Partial Tender] AEON (8267) Partial Offer for TSURUHA (3391) Announced at ¥2,900/Share
  • Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900
  • ANE Cayman (9956 HK): Q&A With The FA
  • Hong Ra-Hee To Give 1.8 Million Shares of Samsung C&T to Her Son Lee Jae-Yong
  • Predictive: Perseus Pitches Preferred Proposal
  • Doosan Bobcat: To Acquire the Controlling Stake & Conduct Tender Offer of Wacker Neuson?


[Japan Partial Tender] AEON (8267) Partial Offer for TSURUHA (3391) Announced at ¥2,900/Share

By Travis Lundy

  • Tsuruha Holdings (3391 JP) had been planning to release a Medium Term Management Plan this month BUT stock prices are higher, goodwill effects changed, so they announced a “Vision” instead. 
  • Today post-close, Aeon Co Ltd (8267 JP) announced its Partial Tender Offer on TSURUHA (Japanese) at ¥2,900/share. Slightly lower than hoped. Much better than before. 
  • AEON obviously really did not want to bump, but they did, considering synergies and the desire to consummate the deal. The Tender Offer shrinks so minimum pro-ration is lower. 

Tsuruha (3391 JP): Aeon (8267 JP) Bumps Its Partial Tender Offer to JPY2,900

By Arun George

  • Tsuruha Holdings (3391 JP) announced a partial tender offer from Aeon Co Ltd (8267 JP) at JPY2,900, a 27.2% premium over the previously stated offer price of JPY2,280.
  • Aeon will acquire a maximum (upper limit) of 43.2 million shares (9.52% ownership ratio) such that it attains a 50.90% ownership ratio. There is no lower limit. 
  • The offer is above the midpoint of the IFA DCF valuation range and marginally below the JPY3,100 price Aeon paid in 2024 to acquire Oasis’ stake. 

ANE Cayman (9956 HK): Q&A With The FA

By David Blennerhassett

  • On the 28th October, ANE Cayman Inc (9956 HK), a road freight transportation play, announced a Scheme from Centurium Partners, a pre-IPO investor, Temasek, and Singapore-based asset manager True Light.
  • The consortium offered HK$12.18/share, a 48.54% premium to undisturbed. A special dividend was bolted on. All pre-cons, including SAMR’s approval, have been satisfied. Scheme Doc dispatch expected on/before 31st December.
  • I had a number of questions concerning the transaction, and yesterday pinned down a one-on-one with the FA to the Offeror.

Hong Ra-Hee To Give 1.8 Million Shares of Samsung C&T to Her Son Lee Jae-Yong

By Douglas Kim

  • It was reported that Hong Ra-Hee plans to give all of her 1,808,577 shares in Samsung C&T (1.06% stake) to her son Lee Jae-Yong on 2 January 2026. 
  • After this stake transfer, Lee Jae-Yong’s stake in Samsung C&T will rise to 20.82% and Hong Ra-Hee will no longer have any stake in Samsung C&T. 
  • Higher ownership of Samsung C&T by Lee Jae-Yong will likely place a bigger focus on Samsung C&T, especially on its importance as a quasi-holding company of the entire Samsung Group. 

Predictive: Perseus Pitches Preferred Proposal

By David Blennerhassett

  • On the 6th October, West African mid-tier gold play Predictive Discovery (PDI AU) announced scrip-merger with Robex Resources (RBX CN/RBX AU). Upon completion, PDI would hold 51% of shares out.
  • Immediately, rumours circled in local media that Perseus Mining (PRU AU), PDI’s largest shareholder (17.8%), was poised to launch its own offer. That has now unfolded. 
  • Perseus is offering 0.1360 new Perseus share for every PDI share, or an indicative consideration of A$0.778/share. PDI deemed terms superior. Robex has matching rights under its definitive agreement.

Doosan Bobcat: To Acquire the Controlling Stake & Conduct Tender Offer of Wacker Neuson?

By Douglas Kim

  • According to numerous local media, Doosan Bobcat is pursuing the acquisition of a controlling stake in Wacker Neuson Se (WAC GR), a German based compact construction equipment company. 
  • Doosan Bobcat is apparently discussing a plan to acquire approximately 60% of Wacker Neuson. There are also discussions to secure the remaining shares of the company through a tender offer. 
  • Wacker Neuson has a market cap of 1.46 billion EUR (2.5 trillion won) and the acquisition value for a 100% stake is expected to be more than 5 trillion won.

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Daily Brief Event-Driven: [Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes – More Accretion! Smaller Tender? and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • [Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes – More Accretion! Smaller Tender?
  • African Gold Ltd (A1G AU) Enters Scheme With Montage Gold (MAU CN)
  • Venus Metals Faces Hostile Takeover Bid from QGold Amid Potential for Higher Offers and Asset Valuation Discrepancies
  • Fast Fitness Japan (7092 JP): JGIA-Sponsored MBO Is a Done Deal
  • Active Merger Arbitrage and Privatization Opportunities: Strategic Reviews, Buyouts, and More
  • Zegona Communications: From Turnaround to Capital Return Vehicle with M&A Optionality
  • Genting Malaysia (GENM MK): Offer Closes As New York Casino Licence Awarded
  • Sell Millrose Properties
  • Strategic Buyouts, Mergers and Arbitrage: Analyzing Active Portfolio Ideas
  • Thunderbird Entertainment’s Acquisition by Blue Ant Media: Merger Arbitrage Opportunity


[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes – More Accretion! Smaller Tender?

By Travis Lundy

  • Today, post-close of its first day of trading as MergeCo, Tsuruha Holdings (3391 JP) announced 12 different investors who had voted against the deal filed for dissenting shareholder share repurchase.
  • This covers 27.154mm shares – a bit more than what Orbis owned when they last filed (25.5mm shs) and is just over half the AGM dissension.
  • This creates some weirdness. A 5+% buyback is strong accretion, but “fair price” is a question, and it could mean smaller tender offer quantity and larger eventual index selldowns.

African Gold Ltd (A1G AU) Enters Scheme With Montage Gold (MAU CN)

By David Blennerhassett

  • The gold rush continues with another Canadian outfit bidding to take over an Aussie-listed West African gold play. 
  • Junior miner African Gold (A1G AU)has entered into a Scheme with Montage Gold (MAU CN). African Gold shareholders will receive 0.0628 new MAU shares for every A1G share.
  • That backs out an implied value of A$0.50/share. Independent directors, holding 11.6% of shares out, are supportive. Montage holds 17.3%. Clean deal.

Venus Metals Faces Hostile Takeover Bid from QGold Amid Potential for Higher Offers and Asset Valuation Discrepancies

By Special Situation Investments

  • QGold’s hostile takeover offer for Venus Metals at A$0.17/share is expected to increase, with VMS stock trading at A$0.195/share.
  • VMC’s assets in Rox Resources are valued at A$46m, with a 1% net smelter royalty potentially undervalued due to outdated assumptions.
  • Christopher Wallin’s QGold has acquired a 26% stake in VMC and a 9% stake in Rox Resources, indicating strategic interest.

Fast Fitness Japan (7092 JP): JGIA-Sponsored MBO Is a Done Deal

By Arun George

  • Fast Fitness Japan Inc (7092 JP) has recommended a JGIA-sponsored MBO at JPY2,315, a 29.3% premium to the undisturbed price (31 October).
  • There was media speculation about a tender offer last month. The offer is arguably light as it is below the mid-point of the IFA DCF valuation range. 
  • This is a done deal as the irrevocables to tender (20.65% ownership ratio) exceed the lower limit of the tender offer (17.12% ownership ratio).

Active Merger Arbitrage and Privatization Opportunities: Strategic Reviews, Buyouts, and More

By Special Situation Investments

  • Priority Technology received a non-binding privatization offer from its founder at $6-$6.15/share, with a 11%-14% spread.
  • Generation Bio completed restructuring, now a cash shell with net cash at $7.6/share, 50% above current price.
  • Sotherly Hotels’ preferred shares trade with a 12-14% spread to offer price, common shares at 5% spread.

Zegona Communications: From Turnaround to Capital Return Vehicle with M&A Optionality

By Jesus Rodriguez Aguilar

  • Zegona has unlocked €1.8bn via fiber monetization, enabling a €1.6bn capital return and transforming its balance sheet with 69% share count reduction and lower leverage.
  • Trading at ~6.7x EBITDAaL, Zegona offers embedded upside through strategic rerating or a control premium from Telefónica or MasOrange, both reportedly exploring bids.
  • Post-Buyback, per-share economics improve dramatically, with lower debt, rising EBITDA, and potential for further upside via fiber JVs or a formal takeover process.

Genting Malaysia (GENM MK): Offer Closes As New York Casino Licence Awarded

By David Blennerhassett

  • Genting Bhd (GENT MK)‘s unconditional Offer for Genting Malaysia (GENM MK) closed yesterday, the 1st December, with GENT holding 73.13%, up from 49.99% initially. 
  • The IFA previously opined the Offer to be NOT fair, and NOT reasonable. A bump in terms, long rumoured, failed to unfold. 
  • Yesterday, GENM was one of three applicants selected by New York’s Gaming Facility Location Board for a full commercial casino license in downtown New York.

Sell Millrose Properties

By Richard Howe

  • I’m closing out my LEN/MRP odd lot trade recommendation and will be selling my MRP shares.
  • The total return if you took advantage of the odd lot provision was +1.9% / + $235 less than the expected return of +6.4% / $772.
  • The driver of the underperformance? MRP sold off in mi- November given market weakness and hasn’t fully recovered.

Strategic Buyouts, Mergers and Arbitrage: Analyzing Active Portfolio Ideas

By Special Situation Investments

  • KNOT Offshore Partners received a $10/unit take-private offer; potential for improved bid due to unitholder approval requirement.
  • Golden Entertainment’s chairman offers at 1x EBITDA; shareholder approval could lead to a 15%+ price increase.
  • TrueCar’s founder-led buyout at $2.55/share; 26% shareholder support; deal expected to close by early 2026.

Thunderbird Entertainment’s Acquisition by Blue Ant Media: Merger Arbitrage Opportunity

By Special Situation Investments

  • Thunderbird Entertainment is being acquired by Blue Ant Media for C$1.77/share in cash and 0.2165 BAMI shares.
  • Voss Capital and other major holders, owning 37% of TBRD, support the transaction requiring two-thirds vote approval.
  • The offer implies a 3.4x FY26 EBITDA multiple, dropping to 2.6x with expected C$7m synergies.

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Daily Brief Event-Driven: [Japan M&A] Toyota Inds (6201) – Process ALWAYS Bad and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • [Japan M&A] Toyota Inds (6201) – Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+
  • ANE (9956 HK): Precondition Satisfied
  • Low Keng Huat (LKH SP): Conditional VGO at S$0.72 May Need a Bump
  • Merger Arb Mondays (01 Dec) – AUB, Qube, NSR, Dongfeng, ENN, Jinke, ANE, Canon Electronics, Low Keng
  • Low Keng Huat (LKH SP)’s Clean MBO
  • ANE (9956 HK): Pre-Cons Satisfied. Possible Payment Early March
  • Bondalti-Ercros: From Regulatory Clearance to Shareholder Countdown
  • (Mostly) Asia M&A, Nov 2025 Wrap: Qube, Forum Engineering, National Storage REIT, Star Micronics
  • CNMV Clears Neinor’s OPA; Mandatory €24 Offer for Aedas Minorities Now Base Case
  • Weekly Update (NVRI, MRP, IAC)


[Japan M&A] Toyota Inds (6201) – Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+

By Travis Lundy

  • In April there was a story suggesting Toyota Group would buy out Toyota Industries (6201 JP). In June, they announced a deal. It was a BAD DEAL.  
  • The price was low, but it was BAD governance because it was the WRONG DEAL. TICO’s Board declared a valuation fair for a deal not announced, ignoring the ACTUAL DEAL.
  • The valuation? Assumed no changes to the business. Actual deal? Sell 90+% of net assets driving 50% of net income, buy back 24+% of shares at discount. 

ANE (9956 HK): Precondition Satisfied

By Arun George

  • The precondition for the consortium’s privatisation offer for ANE Cayman Inc (9956 HK) has been satisfied. The right to increase the share alternative cap was also satisfied. 
  • The consortium has until 12 December to decide whether to increase the share cap. The option helps the consortium gain support from shareholders who would not accept the cash offer. 
  • The scheme vote remains low risk, as the offer is attractive relative to historical ranges and peer multiples. The de-rating of peers is also helpful. 

Low Keng Huat (LKH SP): Conditional VGO at S$0.72 May Need a Bump

By Arun George

  • Low Keng Huat Singapore (LKH SP) has disclosed a voluntary conditional offer from the Managing Director at S$0.72 per share, a 17.1% premium to the last close price. 
  • While the offer represents an all-time high, it is below net asset value (implying a P/NAV of 0.91x). It is also light compared to precedent transactions. 
  • The offer price has not been declared final. A bump may be needed to satisfy the 90% minimum acceptance condition.


Low Keng Huat (LKH SP)’s Clean MBO

By David Blennerhassett

  • Late Friday (28th November), general building contractor Low Keng Huat Singapore (LKH SP) (“LKH”) announced a voluntary conditional Offer from Dato’ Marco Low Peng Kiat, LKH’s controlling shareholder (54.13%).
  • Low is offering S$0.72/share, a so-so 17.1% premium to undisturbed, but a decade-high price. Plus the share price is up 104% YTD. Recent results (to 31st July) were also underwhelming.
  • The Offer has a 90% acceptance hurdle condition. Low does not intend to maintain listing. The price hasn’t been declared final, possibly leading to a bump in the home stretch. 

ANE (9956 HK): Pre-Cons Satisfied. Possible Payment Early March

By David Blennerhassett

  • Back on the 28th October, ANE Cayman (9956 HK), a road freight transportation play, announced an Offer from Centurium Partners, a pre-IPO investor, Temasek, and Singapore-based asset manager True Light.
  • The consortium offered HK$12.18/share (best & final) via a Scheme, a 48.54% premium to undisturbed. A scrip alternative (mix & match) was also afforded. Plus a special dividend bolted on.
  • Pre-Cons included SAMR signing off. With JPM as the FA, I previously concluded, given JPM’s recent track record, the reg process should be straightforward. Those pre-cons have now been satisfied.

Bondalti-Ercros: From Regulatory Clearance to Shareholder Countdown

By Jesus Rodriguez Aguilar

  • Spain’s Ministry of Economy has validated the CNMC’s conditional approval of Bondalti’s €3.505/share bid, removing all regulatory risk and shifting the focus entirely to CNMV processing, acceptance, and deal execution.
  • Ercros’s deteriorating fundamentals and thin liquidity heighten shareholder-acceptance uncertainty; ~75% tender is required, while prior minority opposition and elevated trough-cycle multiples complicate the risk-reward despite regulatory de-risking.
  • With shares at €3.30, the spread has compressed to ~6%, offering a short-dated carry trade with a 45–55% annualised IRR if settlement occurs by February 2026, versus a €2.56 break.

(Mostly) Asia M&A, Nov 2025 Wrap: Qube, Forum Engineering, National Storage REIT, Star Micronics

By David Blennerhassett

  • For November 2025, eight new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$10bn.
  • The average premium for the new transactions announced (or first discussed) in November was ~31%, with a year-to-date average of ~48%.
  • The average premiums for transactions in 2024 (129 transactions), 2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.

CNMV Clears Neinor’s OPA; Mandatory €24 Offer for Aedas Minorities Now Base Case

By Jesus Rodriguez Aguilar

  • CNMV approves Neinor’s €21.335 voluntary OPA; minorities unlikely to tender, making the mandatory €24 offer the highest-probability exit with minimal regulatory risk.
  • Aedas trades at €23.65, pricing a near-certain €24 outcome. Remaining 1.48% spread offers a high-certainty, mid–single-digit annualized IRR driven primarily by timing, not deal completion.
  • Key tail event is a >90% acceptance squeeze-out at €21.335, but probability remains extremely low. Most realistic path is a mandatory €24 OPA settling mid–February 2026.

Weekly Update (NVRI, MRP, IAC)

By Richard Howe

  • One market sector that hasn’t been lifted by the AI narrative is the oil and gas industry.
  • Enviri Corporation (NVRI) announced on November 21, 2025, that it had reached a definitive agreement to sell its Clean Earth specialty-waste business to Veolia for $3 billion while simultaneously preparing to spin off its remaining Harsco Environmental and Harsco Rail divisions into a new standalone public company called New Enviri.
  • NVRI reacted positively to the news.


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Daily Brief Event-Driven: [Japan M&A] ParentCo Finally Buys Out Canon Elec (7739 JP) – OK Premium and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • [Japan M&A] ParentCo Finally Buys Out Canon Elec (7739 JP) – OK Premium, Meh Process, No Synergies
  • Last Week In Event SPACE: Qube Holdings, Digital Holdings, Wynn Resorts/Macau, SNT/SMEC
  • Asia-Pac M&A Weekly Wrap: Mandom, Monash IVF, National Storage REIT, Iress, Digital Holdings, Grindr


[Japan M&A] ParentCo Finally Buys Out Canon Elec (7739 JP) – OK Premium, Meh Process, No Synergies

By Travis Lundy

  • Friday post-close, parent Canon Inc (7751 JP) announced a buyout of subsidiary Canon Electronics (7739 JP). The ¥3,650/share offer is supported and recommended (to shareholders) by Target Co management. 
  • This is the least surprising of parent-subsidiary buyout situations, but it took some time. I expect there are some funds already long a basket of these, including this one.
  • This is not a very fair procedure. The result is therefore, unfair. And no synergies to boot. But it is a 30+% premium to last, and Canon already owns 55%.

Last Week In Event SPACE: Qube Holdings, Digital Holdings, Wynn Resorts/Macau, SNT/SMEC

By David Blennerhassett

  • This deal for Qube Holdings (QUB AU) from Macquarie should really get competitive. Scarce and strategic assets  – and nothing else like it that’s listed. 
  • As Digital Holdings (2389 JP) goes higher, “This is Japan” risk increases; but those who didn’t sign up say “wait a minute, that’s real money” also goes up.
  • Wynn Resorts (WYNN US) is at extreme levels vs. Wynn Macau Ltd (1128 HK); yet consensus indicates considerably higher forward EBITDA growth for Resorts stub ops vs. Macau.

Asia-Pac M&A Weekly Wrap: Mandom, Monash IVF, National Storage REIT, Iress, Digital Holdings, Grindr

By David Blennerhassett


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Daily Brief Event-Driven: Korea Dividend Tax Cut: Eligibility Criteria & Market Impact on Large Caps and more

By | Daily Briefs, Event-Driven

In today’s briefing:

  • Korea Dividend Tax Cut: Eligibility Criteria & Market Impact on Large Caps, Including Samsung Prefs
  • Canon Electronics (7739 JP): Canon (7751 JP)’s Tender Offer at JPY3,650


Korea Dividend Tax Cut: Eligibility Criteria & Market Impact on Large Caps, Including Samsung Prefs

By Sanghyun Park

  • Market eyed 25% top rate, but 30% is still punchy; <100 people hit it, lower than before, giving big shareholders incentive to rotate back into dividends.
  • The new regime hits only companies with 25% payout last year and +10% YoY dividend: lower than the original draft, and the 10% bump is a solid positive.
  • Companies >5tn KRW with ≥25% payout last year must boost dividends +10% YoY to get the tax cut; Samsung could add ~1tn KRW, potentially easing its pref discount.

Canon Electronics (7739 JP): Canon (7751 JP)’s Tender Offer at JPY3,650

By Arun George

  • Canon Electronics (7739 JP) has recommended a tender offer from Canon Inc (7751 JP) at JPY3,650, a 32.4% premium to the last close price.
  • The offer is attractive as it is above book value (P/B of 1.21x), above the midpoint of the IFA DCF valuation range and represents an all-time high. 
  • An attractive offer facilitates meeting the required tendering rate. The offer closes on 19 January 2026 and is a done deal. 

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Daily Brief Event-Driven: [Quiddity Index] Bengo4.com (6027 JP) To TSE Prime and TOPIX Inclusion and more

By | Daily Briefs, Event-Driven

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

By Travis Lundy

  • 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

By Arun George

  • 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%

By Travis Lundy

  • 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

By Travis Lundy

  • 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

By Sanghyun Park

  • 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

By Arun George

  • 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

By David Blennerhassett

  • 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

By Jesus Rodriguez Aguilar

  • 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

By Special Situation Investments

  • 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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