Event-Driven Archives | Page 3 of 171 | Smartkarma

Shin Kong Financial Holding (2888 TT) and Taishin Financial Holding (2887 TT) are scheduled to merge in less than 6 weeks.
The recent TWD strength has meant sharp losses for Shin Kong Life, but the merger agreement the FSC agreed has Taishin explicitly supporting Shin Kong Life.
There are near-term flows and technical limitations which make this situation interesting again. Grab your shorts! It could be a bumpy ride!

Nakano Refrigerators (6411 JP): Marunouchi Capital’s JPY7,900 Tender Offer

Nakano Refrigerators (6411 JP) has recommended a tender offer from Marunouchi Capital at JPY7,900, a 35.0% premium to the last close price.
The offer is attractive as it represents an all-time high and is above the midpoint of the IFA DCF valuation range.
An attractive offer and irrevocables (33.19% ownership ratio) pave the way for deal completion. The tender runs from 17 June to 29 July.

Mayne Pharma: No Precedence for a Deal Termination

By Nicholas Tan

Cosette signed a binding agreement to acquire Mayne Pharma (MYX AU) for $7.40 per share.
Cosette predictably got cold feet and is attempting to terminate the deal, invoking the deal’s material adverse clause.
Moreover, Cosette has repeatedly failed to quantify its allegations. The extant stock price implies a less than 30% chance of deal closure in spite of having zero precedence for support.

Adriatic Metals (ADT AU)/Dundee Metals (DPM CN): A Burgeoning Balkan Play

Dual-Listed Adriatic Metals PLC (ADT AU) has announced a cash/scrip Offer from Dundee Precious Metals (DPM CN) with an implied Offer price of A$5.56/share, a 47.8% premium to undisturbed.
Dundee is offering 0.1590 new Dundee shares per ADT share, plus 93 pence in cash. Roughly a 35:65 cash/scrip split for the Aussie listed line.
Adriatic is incorporated in the UK so the Offer is being done by a UK Scheme. Irrevocables tally 37.23%. Clean deal.

Telcoware & Shinsung Tongsang Tender Offers: Minority Shareholders Demand Higher Tender Offer Prices

Telcoware (078000 KS) and Shinsung Tongsang (005390 KS) are two recent tender offers in Korea where the minority shareholders are demanding higher tender offer prices.
The actual subscription rate of the Telcoware tender offer was only 10.44%, far below the 25.24% targeted by the CEO Keum Han-Tae.
The Shinsung Tongsang owner family may acquire an additional 7–10% stake via this tender offer, though it remains unclear if they can secure full 95% ownership at this stage.

Santos (STO AU): XRG’s Non-Binding Offer Faces an FIRB Challenge

Santos Ltd (STO AU) has disclosed a “final” non-binding proposal from the XRG consortium at US$5.76 (A$8.89), a 27.7% premium to the undisturbed price of A$6.96 (13 June).
The offer is subject to several regulatory approvals. FIRB approval is the primary risk due to a foreign government-controlled entity controlling critical domestic infrastructure assets.
The offer is attractive compared to peer multiples and historical trading ranges. Retail has a mixed view on the offer, which should not be an issue for the vote.

Ascentech (3565 JP): Orix (8591 JP)’s JPY1,680 Tender Offer

Ascentech KK (3565 JP) has recommended a tender offer from Orix Corp (8591 JP) at JPY1,680, a 14.6% premium to the last close price.
Despite the lack of an auction, the offer is reasonable compared to historical trading ranges and aligns with the midpoint of the IFA DCF valuation range.
Minimum tendering is set at a 66.67% ownership ratio, with irrevocables representing a 27.81% ownership ratio. Management’s significant stakes aid in deal completion.

Three Key Angles when Hunting Div Arb Setups in the Korean Market

Is the SSF base price automatically adjusted on ex-div day? No — Korea doesn’t mechanically adjust cash or futures base prices on ex-div, keeping dividend arb opportunities alive.
Could front-month futures flip into contango near ex-div? It’s rare but possible, especially with KRX’s aggressive SSF reshuffles and KOSDAQ Global additions shaking up liquidity and basis volatility.
Arb plays may arise from Korea’s new 27.5% div tax on payouts over 35%. Ex-div timing and payout uncertainty may create opportunities for dividend arb setups.

PointsBet (PBH AU) [Further] Backs MIXI’s Offer, Rejects Betr’s

On the 3rd June, MIXI bumped Scheme terms to A$1.20/share; and should the Scheme fail, MIXI was “willing to consider” an off-market takeover at A$1.20/share with a 50.1% acceptance hurdle.
PointsBet (PBH AU) has now entered a bid implementation deed with MIXI on the off-market Offer, conditional on the Scheme failing; which it will given BETR (BBT AU)‘s 19.9% stake.
And on Betr? PBH has rejected its Offer, questioning the computation of the synergies, and calling the bid materially below MIXI’s.

[Japan M&A] NTT Docomo Buys Out Carta Holdings (3688) Minorities – Done Deal

On 16 June 2025, NTT (Nippon Telegraph & Telephone) (9432 JP) sub NTT Docomo and Dentsu Inc (4324 JP) announced Docomo would buy out minorities in Dentsu sub Carta Holdings.
It’s an OK price, not a great price. But while they are not calculated by advisors, at least the Target Board talks about the value of synergies to minorities.
The price is light, but the combined irrevocables and large individual shareholders not brought over the wall get this over the line.

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Jun 16

Daily Brief Event-Driven: Santos (STO AU): XRG Consortium’s Big Offer; Index Impact and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Santos (STO AU): XRG Consortium’s Big Offer; Index Impact
Near-Term Value-Up Plays in the Pipeline: Samsung Electronics & Kakao
Merger Arb Mondays (16 June) – Mayne, Pointsbet, Fengxiang, HKBN, Seven & I, Shibaura, Smartpay
Santos Ltd (STO AU): FIRB Approval For XRG’s Tilt Will Be No Pushover

Santos (STO AU): XRG Consortium’s Big Offer; Index Impact

A consortium comprising ADNOC and Carlyle have offered US$5.76/share (A$8.8807/share) to take Santos Ltd (STO AU) private. That values Santos equity at A$28.8bn and an Enterprise Value of A$36bn.
With the offer price at a premium of 28%-44% to last and VWAPs, and the Board supporting the offer, this looks like a done deal.
Santos Ltd (STO AU) is a member of all the major S&P/ASX indices and there will be ad hoc inclusions to the indices at the time of the delisting.

Near-Term Value-Up Plays in the Pipeline: Samsung Electronics & Kakao

Local chatter’s building that Samsung Electronics and Kakao might drop value-up disclosures by end-June to mid-July, as both cozy up to the new administration and move into its inner circle.
Jay Lee’s surprise solo meeting with President Lee marked a turning point, signaling Samsung’s intent to step out of SK’s shadow and take the lead under the new regime.
Value-Up details aren’t final, but Samsung’s likely to reaffirm >35% payout, while Kakao’s set to focus on ROE improvement and multiple expansion.

Merger Arb Mondays (16 June) – Mayne, Pointsbet, Fengxiang, HKBN, Seven & I, Shibaura, Smartpay

We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: Mayne Pharma (MYX AU), Insignia Financial (IFL AU), ENN Energy (2688 HK), Smartpay Holdings (SPY NZ), Seven & I Holdings (3382 JP), Smart Share Global (EM US).
Lowest spreads: Bright Smart Securities And (1428 HK), Avjennings Ltd (AVJ AU), Toyota Industries (6201 JP), Nippon Road (1884 JP), AEON Mall (8905 JP), Nissin Corp (9066 JP).

Santos Ltd (STO AU): FIRB Approval For XRG’s Tilt Will Be No Pushover

Aussie O&G producer Santos Ltd (STO AU) has announced a non-binding Scheme from XRG, which comprises Abu Dhabi’s National Oil Company, Abu Dhabi Development Holding Company, and Carlyle
The consortium is offering US$5.76 (A$8.89)/share, a 28% premium to last close. Initial Offers were pitched at US$5.04/share, followed by US$5.42/share.
Confirmatory due diligence has been afforded. A firm bid would require a multitude of reg approvals in Australia, PNG, and the US.

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Jun 15

Daily Brief Event-Driven: HLB Merger Arb’s Unique Timing Dynamics for a Juicy 8% Swap Spread and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

HLB Merger Arb’s Unique Timing Dynamics for a Juicy 8% Swap Spread
A/H Premium Tracker (To 13 June 2025): HUGE H-Share Outperf Across The Board, “Beautiful Skew Move”
HK Connect SOUTHBOUND Flows (To 13 June 2025); Volumes Up, TECH Down, HEALTHCARE Bought Big
Last Week in Event SPACE: Hino Motors, Hong Kong’s Peg, Zijin Mining, MINISO
(Mostly) Asia-Pac M&A: New World Res., Fuji Corp, TRYT, Shinsung Tongsang, Austal, Mitsu. Shokuhin

HLB Merger Arb’s Unique Timing Dynamics for a Juicy 8% Swap Spread

Some local desks think the company pushed the timeline back to align with a potential FDA Class 1 approval for Rivoceranib expected by July.
No word yet if it’s Class 1 or 2; Class 2 means November decision. Despite risks, local hedge desks are building arb plays, betting on the July FDA timing dynamics.
No FDA decision by July means Class 2 and a sell-off, hitting HLB Co. hardest. Class 1 approval boosts both stocks, cuts cancellation risk, and sets the 8% spread floor.

A/H Premium Tracker (To 13 June 2025): HUGE H-Share Outperf Across The Board, “Beautiful Skew Move”

AH spreads are SHARPLY narrower. The effect is dramatic across the “skew” i.e. very wide AH premia contracted more than very narrow premia. BYD is on its own.
This smells very much like someone knows something. I expect RMB dual counters may be in the works. Caixin had an article Friday.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

HK Connect SOUTHBOUND Flows (To 13 June 2025); Volumes Up, TECH Down, HEALTHCARE Bought Big

Gross SOUTHBOUND volumes up to US$15+bn a day this past 5-day week. Net buying still positive but still below US$500mm/day.
Among the top buys as a percentage of volume, HEALTHCARE, FINANCIALS, ENERGY stand out, dramatically. Among top sells, INFO TECH again. 9 weeks in a row negative. Tencent bigly sold.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

Last Week in Event SPACE: Hino Motors, Hong Kong’s Peg, Zijin Mining, MINISO

Is Hino (7205 JP) a short or a long at ¥366/share? Suggest short, but also selling more as the stock goes up, and buying back the short on big dips.
A Bloomberg op-ed piece concludes it is time to move on from “from an archaic currency regime“. That conclusion on the Hong Kong peg appears presumptuous. And uninformed.
A spin-off makes sense as Zijin (2899 HK) capitalises on the upward cycle in gold prices. However, Zijin is trading at a single-digit NAV discount. Before any holding company discount.

(Mostly) Asia-Pac M&A: New World Res., Fuji Corp, TRYT, Shinsung Tongsang, Austal, Mitsu. Shokuhin

I tally 47 – mostly firm, mostly Asia-Pac – arb transactions currently being discussed and analysed on Smartkarma.
Three new deal were discussed on Smartkarma this week: New World Resources (NWC AU)‘s Scheme, and Tender Offers for Fuji Corp (7605 JP), TRYT (9164 JP), and Shinsung Tongsang (005390 KS).
Fer.Key updates/news took place on: Austal Ltd (ASB AU), HKBN Ltd (1310 HK), Shandong Fengxiang (9977 HK), and Mitsubishi Shokuhin (7451 JP).

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Jun 14

Daily Brief Event-Driven: New World Resources (NWC AU)’s Possible Interloper and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

New World Resources (NWC AU)’s Possible Interloper
Tencent To Acquire Nexon? Time and Price Lining Up for a Final Deal?

New World Resources (NWC AU)’s Possible Interloper

On the 21st May 2025, copper miner New World Resources (NWC AU) inked a Scheme with Central Asia Metals (CAML LN) at A$0.05/share, a punchy 95.7% premium to NWC’s 30-day VWAP.
Copper plays are definitely in vogue after Harmony Gold Mining (HAR SJ)‘s recent Offer for MAC Copper (MAC AU), and Bastion Minerals’ tilt for Xanadu Mines (XAM AU).
NWC closed up 4.2% yesterday, and was briefly through terms, again, today (as I type). On decent volume. Opportunistic investor (s) or a third party bidder?

Tencent To Acquire Nexon? Time and Price Lining Up for a Final Deal?

Tencent has been interested in acquiring Nexon for more than six years. However, the timing and price were not right for such a deal to take place in the past.
The higher probability scenario is for Kim’s family members to sell when the timing and price is right. This time around, a $15 billion could be the right price.
Late founder Kim’s family members own a 44.4% stake in Nexon through NXC Corp and its affiliate NXMB BV. Kim’s wife and daughters own a 67.6% stake in NXC Corp.

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Jun 13

Daily Brief Event-Driven: [Japan M&A] Hino & Mitsubishi-Fuso Truck to Join; Bagholding Ugly for Minorities and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] Hino & Mitsubishi-Fuso Truck to Join; Bagholding Ugly for Minorities, and a Re-IPO
More Accurate Context Behind Tencent’s Nexon Moves Reported by Bloomberg
Zijin Mining (2899 HK): Fully Valued Ahead Of (Expected) Gold Unit Spin-Off
Zhejiang Sanhua Intelligent Controls (2050 HK): Big Raise Supported by Cornerstones
Fengxiang (9977 HK): PAG Invites Dissent After Scrapping Scrip Alternative
Fengxiang (9977 HK): No Share Alternative Offer
Exxaro’s Strategic Moves: Potential Full Buyout of Jupiter Mines Following JV Acquisition in Manganese Sector
Mind the NAV: Long Harbour’s Lowball Pitch for PRS

[Japan M&A] Hino & Mitsubishi-Fuso Truck to Join; Bagholding Ugly for Minorities, and a Re-IPO

On the 10th of June, Toyota Motor (7203 JP) subsidiary Hino Motors Ltd (7205 JP) and Mitsubishi-Fuso Truck & Bus Company announced their long-awaited integration plans. We have a deal.
An agreement was signed in 2023, but Hino got in big trouble for falsifying testing data on gasoline engine emissions/efficiency. Hino took a hit in 2023, then 2025. Talks advanced.
The deal announced suggests Toyota has thrown itself and Hino minorities under the proverbial Fuso bus. It’s VERY odd. But… it deserves a look because 2026 will see a re-IPO.

More Accurate Context Behind Tencent’s Nexon Moves Reported by Bloomberg

Government aims to sell 30.6% NXC stake by 2027 for ₩4T tax revenue, offering NXC a buyback or selling with management control to attract bidders.
The family won’t buy back the 30.6% stake but may allow partial management rights, with Tencent eyeing that stake—not a full $15B Nexon buyout as Bloomberg suggested.
Tencent’s targeting that stake chunk only, no control shift, so no mandatory tender offer triggered—at least for now.

Zijin Mining (2899 HK): Fully Valued Ahead Of (Expected) Gold Unit Spin-Off

Back on the 30th April 2025, Zijin Mining (2899 HK) said it planned to spin off its overseas gold mine assets on the Hong Kong exchange.
The newly created unit, Zijin Gold International, owns/operates mines in South America, Central Asia, Africa and Oceania, including the Buritica project in Colombia, the nation’s largest gold mine.
A Circular is now out concerning the spin-off, which is not subject to shareholder approval. Pegged to peers, Zijin appears fully valued.

Zhejiang Sanhua Intelligent Controls (2050 HK): Big Raise Supported by Cornerstones

Zhejiang Sanhua Intellignt Controls Co. (002050 CH)‘s global offering opens today and the raise could reach up to US$1.4bn if the offer-size adjustment option and the overallotment option are exercised.
There is a large allocation to cornerstone investors. The discount of around 22.7% to the A-shares is attractive given the recent trend for Midea (300 HK) and CATL (3750 HK).
The H-shares should be added to Southbound Stock Connect in July, to the HSCI in September, and to a global index in December.

Fengxiang (9977 HK): PAG Invites Dissent After Scrapping Scrip Alternative

In an unusual move, the Offeror, PAG, and 59.42% shareholder of Shandong Fengxiang (9977 HK), has opted not to provide a scrip alternative, despite satisfying conditions to do so.
The scrip option condition – not less than 0.5% of shares out expressing interest – was satisfied on the 12th May. Therefore at least 7.9mn shares got snubbed.
Evidently PAG reckons the support for the scrip is not worth the trouble. Nor critical in mass to disrupt the Offer.

Fengxiang (9977 HK): No Share Alternative Offer

By Special Situation Investments

PAG has decided not to introduce the share alternative offer. Therefore, its offer for Shandong Fengxiang (9977 HK) will be all-cash at HK$2.00 per H share.
The recent Goldlion and Soundwill deal breaks have undoubtedly increased the vote risk, particularly as the blocking stake is below the HKEx substantial shareholder disclosure threshold.
The decision not to introduce the share alternative offer underscores PAG’s confidence in the vote. The lack of protest votes at the recent AGM is helpful for the scheme vote.

Exxaro’s Strategic Moves: Potential Full Buyout of Jupiter Mines Following JV Acquisition in Manganese Sector

Jupiter Mines’ valuation is implied at A$0.315/share, a 60% premium to current trading levels, following a JV sale.
Exxaro Resources acquired a 20% stake in Jupiter Mines at A$0.315/share, indicating interest in further consolidation.
The Tshipi Borwa mine, a Tier 1 asset, contributes ~6% to global manganese supply, primarily for steel production.

Mind the NAV: Long Harbour’s Lowball Pitch for PRS

By Jesus Rodriguez Aguilar

PRS trades near offer price; market expects completion, but IRR is low unless pullback entry.
Revised offer or interloper could unlock material upside versus deep NAV discount.
Scheme route likely adds time, but brings execution certainty—watch for end-June updates.

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Jun 12

Daily Brief Event-Driven: Toyota Industries (6201 JP): Thoughts on Intrinsic Value and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Toyota Industries (6201 JP): Thoughts on Intrinsic Value
MINISO (9896 HK)’s (Possible) TOP TOY Spin-Off Is Priced In
Shinsung Tongsang (005390 KS): The Family Reloads At ₩4,100/Share
Qualcomm’s Offer for Alphawave IP Group Plc

Toyota Industries (6201 JP): Thoughts on Intrinsic Value

Several investors have sharply criticised Toyota Industries (6201 JP)’s preconditional tender offer from Toyota Fudosan. Oasis is pushing for a higher offer.
The offer has several issues that are detrimental to minorities’ interests. The key grievance is that it is below TICO’s intrinsic value.
Due to TICO’s varied business units, SoTP valuation is the most appropriate methodology. My analysis suggests a base case intrinsic value of around JPY19,000.

MINISO (9896 HK)’s (Possible) TOP TOY Spin-Off Is Priced In

Three months ago, local media reported that Chinese lifestyle retailer MINISO Group Holding (9896 HK) was considering spinning off its collectible toy unit TOP TOY on the Hong Kong exchange.
Reportedly, MINISO could raise ~US$300mn from an IPO. MINISO has now confirmed that a spin-off is being contemplated; although a proposal is only at a preliminary stage.
TOP TOY has been a growth engine. But its contribution to the group is still ~6%. Applying a holding company discount, post spin-off, MINISO’s upside appears limited.

Shinsung Tongsang (005390 KS): The Family Reloads At ₩4,100/Share

Back June last year, Yeom Tae-soon and family sought to take apparel manufacturer Shinsung Tongsang (005390 KS) private at ₩2,300, but fell short of the 95% delisting threshold.
The family have returned to the well with a more respectable ₩4,100/share Offer, a 35.8% premium to undisturbed, and optically, a fair price. The family and related parties hold 83.87%.
Should the family fall short of the 95% threshold, again, they may seek delisting through a comprehensive stock exchange.

Qualcomm’s Offer for Alphawave IP Group Plc

By Jesus Rodriguez Aguilar

The offer provides a 2.7% gross spread with a 7.7% annualized return, supported by board approval, firm structure, and high market-implied probability of success near 92%.
Downside risk is significant if the deal breaks, but the structured offer, regulatory clarity, and low interloper risk support a small-to-moderate position in diversified event-driven portfolios.
Further upside depends on unexpected bid competition, ticking fees, or faster-than-expected settlement; otherwise, the return is modest but acceptable in stable arbitrage environments.

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Jun 11

Daily Brief Event-Driven: [Japan M&A] Carlyle Deal for TRYT (9164) – Great Exit for Speculators as HR Co Targets Are Desirable and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[Japan M&A] Carlyle Deal for TRYT (9164) – Great Exit for Speculators as HR Co Targets Are Desirable
Austal (ASB AU): A Hanwha Bid Is Back In Play
The Straight-Up Timelines on Three Big Econ Policy Bills Rattling Korea’s Local Market Right Now
Jollibee Foods Close to Acquiring Norang Tongdak in Korea
Virgin Australia (VGN AU): Touch & Go for Index Inclusion
Foshan Haitian Flavouring & Food (3288 HK): Offering Details & Index Inclusion
Samsung Insider’s Flawed Premise on the Samsung C&T Forced Holdco Conversion Issue
Tryt (9164 JP): Carlyle’s JPY880 Tender Offer Is a Done Deal
Miniso: TOP TOY Spin-Off – Early Stage Pop Mart. Valuation Upside
Kioxia IPO Lockup Expiry – US$6.7bn Release, with Shareholders Eager to Sell

[Japan M&A] Carlyle Deal for TRYT (9164) – Great Exit for Speculators as HR Co Targets Are Desirable

In early February, articles suggesting the PE owner of TRYT (9164 JP) wanted to cash out. Performance post-IPO had been bad. Catching up to the IPO price would be tough.
But a second round of bidding came about, so the stock went limit up. Then it settled in the ¥480 range for three weeks. Then started to climb.
Now the company and its PE firm owner have announced a sale to a new PE Firm at ¥880/share. This is below IPO Price but it will get done.

Austal (ASB AU): A Hanwha Bid Is Back In Play

The Hanwha Group has received approval from the US’ CFIUS to acquire up to a 100% stake in Aussie-based shipbuilding and defense firm Austal Ltd (ASB AU).
Hanwha currently holds 9.9% and a further 9.9% via a cash settled total return swap. Apparently Hanwha had initially filed with CFIUS to approve a 19.9% stake acquisition.
Hanwha has also applied to FIRB to lift its position to 19.9%. It’s unlikely the local regulator would block Hanwha subsequent to CFIUS’ nod. Note: Austal “disputes” CFIUS’ approval.

The Straight-Up Timelines on Three Big Econ Policy Bills Rattling Korea’s Local Market Right Now

The Commercial Act passed committee but the floor vote set for the 12th was postponed unexpectedly today; inheritance tax and Samsung Life bills remain stuck at proposal stage.
Presidential Office is pushing the Commercial Act reform hard; vote likely after new floor leader’s election. Passage is almost guaranteed, with enactment expected by early to late August.
Inheritance tax bills face heavy backlog, delaying progress; the Samsung Life Law, proposed by another party, is pushed further back as the new government prioritizes easier wins.

Jollibee Foods Close to Acquiring Norang Tongdak in Korea

It was reported in Chosun Business Daily that the Phillippine food giant Jollibee Foods (JFC PM) is close to acquiring Norang Tongdak.
The entity to be sold is a 100% stake in Norang Food, the operator of Norang Tongdak. The sales price is expected to be around 150 billion won.
EV/EBITDA multiple ranges from 7.2x to 9.3x if we assume equity value range from 130 billion won to 160 billion won.

Virgin Australia (VGN AU): Touch & Go for Index Inclusion

Virgin Australia Holdings (VGN AU) is looking to raise A$685m in a secondary offering, valuing the company at A$2.27bn. The stock is expected to start trading on 24 June.
Bain Capital and management are escrowed on their shares till early 2026. There is no escrow for Qatar Airways, but they have indicated that their shareholding is strategic.
Virgin Australia Holdings (VGN AU) could be added to the S&P/ASX 300 Index in September and there could be global index inclusions in November and December.

Foshan Haitian Flavouring & Food (3288 HK): Offering Details & Index Inclusion

Foshan Haitian Flavouring & Food (603288 CH)‘s global offering opens today and the raise could reach up to US$1.5bn if the offer-size adjustment option and the overallotment option are exercised.
There is a large allocation to cornerstone investors. The discount of around 22% to the A-shares is attractive given the recent trend for Midea (300 HK) and CATL (3750 HK).
The H-shares could be added to a global index and the FXI ETF in December. Inclusion in the HSCI should be in September and Southbound Stock Connect in July.

Samsung Insider’s Flawed Premise on the Samsung C&T Forced Holdco Conversion Issue

The FTC uses acquisition cost, not market value, so Samsung C&T’s existing 5.05% Samsung Elec stake is booked at KRW 400B
Samsung Life only needs to sell ~5.5% of Samsung Elec, not the full 8.51%, leaving Samsung C&T with a ~KRW 10T buffer before hitting the 50% holdco threshold.
The holdco risk is overblown—unlikely without rule changes. The Bio spin-off looks like prep for Samsung C&T to buy Samsung Elec stake, driving re-rating upside for C&T and Life.

Tryt (9164 JP): Carlyle’s JPY880 Tender Offer Is a Done Deal

TRYT (9164 JP) has recommended a tender offer from Carlyle Group / (CG US) at JPY880, a 34.6% premium to last close and a 135.3% premium to the undisturbed price.
Despite 26.7% below the IPO price, the offer is attractive compared to peer multiples and is above the mid-point of the IFA DCF valuation range.
The chance of a competing proposal is low, as Carlyle’s offer was the highest in the auction. EQT has provided an irrevocable (60.00% ownership ratio), which ensures a done deal.

Miniso: TOP TOY Spin-Off – Early Stage Pop Mart. Valuation Upside

By Devi Subhakesan

MINISO has confirmed that it is considering a possible spin-off listing of TOP TOY, its pop toy division, signalling its intent to unlock value from its collectible toy business.
Pop Mart International Group L (9992 HK), the leading player in the pop toy retail segment, is trading at nearly 50x forward earnings compared to Miniso’s 13.5x forward P/E.
TOP TOY is in an early stage of its growth curve compared to Pop Mart and could be valued at a discount given notably lower operating margins.

Kioxia IPO Lockup Expiry – US$6.7bn Release, with Shareholders Eager to Sell

By Sumeet Singh

Kioxia Holdings (285A JP) raised around US$800m (including over-allocation) in its Japan IPO, after pricing its IPO in the middle of its range. Its IPO linked lockup will expire soon.
Kioxia is a manufacturer and a global leader in flash memory and solid state drives for smartphones, PCs, enterprise servers and data centers.
In this note, we will talk about the lock-up dynamics and updates since our last note.

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Jun 10

Daily Brief Event-Driven: A/H Premium Tracker (To 6 June 2025): Narrow Premia Hs Worst Performers and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

A/H Premium Tracker (To 6 June 2025): Narrow Premia Hs Worst Performers, BYD Relents
With Us (9696 JP): NSSK’s JPY3,237 Tender Offer
Index Treatment of Sony (6758 JP)’s Spinoff of the Financial Services Business
HK Connect SOUTHBOUND Flows (To 6 June 2025); Volumes Up, Tech Down, ENERGY Bought Big
Bank of Japan’s June Policy Decision: A Non-Event for Markets?
HKBN (1310 HK): CA Approval (All But) Done. NDRC & MoC Still Outstanding
Shinsung Tongsang: A Second Try at Tender Offer and Privatization
Zegona Communications: M&A Optionality and Strategic Re-Rating

A/H Premium Tracker (To 6 June 2025): Narrow Premia Hs Worst Performers, BYD Relents

AH spreads are slightly narrower. BANKS, INSURERS, BROKERS, INDUSTRIALS, PHARMA and UTILITIES see significant H-share outperformance vs their A pairs. TECH, CONSUMER, ENERGY mixed to worse.
Ongoing skew on H-vs-A performance this week. Those trading AH Premium <20% saw H outperform sharply but those with H Premia contracted. Quiddity Portfolio alpha trending strongly.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

With Us (9696 JP): NSSK’s JPY3,237 Tender Offer

With Us Corp (9696 JP) has recommended a tender offer from Nippon Sangyo Suishin Kiko (NSSK) at JPY3,237, an 18.0% premium to the last close price.
The offer represents an all-time high and concludes SwissAsia’s activist campaign to spill the Board at the AGM on 26 June.
SwissAsia and the founding family have provided irrevocables (39.81% ownership ratio), paving the way for deal completion.

Index Treatment of Sony (6758 JP)’s Spinoff of the Financial Services Business

For each share of Sony Corp (6758 JP), shareholders will receive 1 share of Sony Financial Group. Ex-date for the dividend in-kind is 29 September.
The Nikkei has started a market consultation on treatment of the spinoff in the Nikkei225 and that means the dividend in-kind will not be included in the Dividend Point Index.
There will be some selling in SFGI from passive trackers and the company will buy back some stock following listing. Details of the buyback have not been announced yet.

HK Connect SOUTHBOUND Flows (To 6 June 2025); Volumes Up, Tech Down, ENERGY Bought Big

Gross SOUTHBOUND volumes back above US$13bn a day this past 4-day week. Net buying back below US$500mm/day.
Among the top buys as a percentage of volume, FINANCIALS, ENERGY, TELECOMS stand out, dramatically. Among top sells, it is INFO TECH again. 8 weeks in a row negative.
The data tables below update on a daily basis in the Tools section of Smartkarma. The SOUTHBOUND Flow Monitor and AH Monitor are both there free for SK readers.

Bank of Japan’s June Policy Decision: A Non-Event for Markets?

By Gaudenz Schneider

With Japan’s policy rate at 0.5% and the last hike in January 2025, markets are closely watching the BoJ’s next move on June 17.
Historical data shows limited market impact from anticipated rate decisions—but rare surprises, like the July 2025 hike, have triggered outsized index reactions.
While historical data and current option pricing suggest the June BoJ decision is unlikely to move markets significantly, investors should be aware of low-probability tail risk when positioning.

HKBN (1310 HK): CA Approval (All But) Done. NDRC & MoC Still Outstanding

Six months and counting; yet China Mobile (941 HK) continues to (slowly, but surely) chip away at various pre-conditions.
In its monthly update, HKBN Ltd (1310 HK) said Mobile has proposed commitments to Hong Kong’s Communication Authority, and that the commitments are sufficient to effectively address the CA’s concerns.
The CA is seeking industry feedback by the 13th June, but a favourable conclusion appears a lock. Elsewhere, no update on I-Squared’s proposal.

Shinsung Tongsang: A Second Try at Tender Offer and Privatization

On 9 June, Shinsung Tongsang (005390 KS) announced a second tender offer after a failed attempt last year. Tender offer price is 4,100 won per share.
The tender offer price this time (second try) is much higher than recent prices, making it much more likely that the tender offer will be successful.
From 2019 to 2023, Top Ten’s sales nearly tripled whereas Uniqlo Korea’s sales declined by about 33% in the same period.

Zegona Communications: M&A Optionality and Strategic Re-Rating

By Jesus Rodriguez Aguilar

Zegona Communications (ZEG LN) owns 100% of Vodafone Spain and is a pure-play turnaround and M&A optionality vehicle in a consolidating European telecom market.
Telefónica and MasOrange are reportedly considering a bid, with potential upside of 25–83% depending on deal terms and valuation multiples.
Even without a sale, fibre JV monetization and cost-cutting support a standalone re-rating over the next 12–18 months.

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✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

Jun 09

Daily Brief Event-Driven: Merger Arb Mondays (09 June) – Mayne and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Merger Arb Mondays (09 June) – Mayne, Tam Jai, OneConnect, Toyota Industries, Makino, Fuji Corp
[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
KTM Saga, Short Bajaj Auto – There’s a Lot to Chew On
SSI Newsletter: New Portfolio Ideas, Guest Pitches, and Key Updates
Weekly Update (MEDXF, IDT, FTV)

Merger Arb Mondays (09 June) – Mayne, Tam Jai, OneConnect, Toyota Industries, Makino, Fuji Corp

We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: Mayne Pharma (MYX AU), Insignia Financial (IFL AU), Fuji Corp (7605 JP), ENN Energy (2688 HK), Smartpay Holdings (SPY NZ), Seven & I Holdings (3382 JP).
Lowest spreads: Bright Smart Securities And (1428 HK), Toyota Industries (6201 JP), Dada Nexus (DADA US), Avjennings Ltd (AVJ AU), Nissin Corp (9066 JP), Torii Pharmaceutical (4551 JP).

[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

By Special Situation Investments

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).

KTM Saga, Short Bajaj Auto – There’s a Lot to Chew On

By Sreemant Dudhoria

We cover the multiple factors which led to the operational and financial mess at Pierer Mobility AG, the holding company of KTM.
This insight highlights the past not so great track record of Indian companies acquiring European businesses due to cultural, operational integration and higher restructuring costs.
Bajaj Auto Ltd (BJAUT IN) remains strong domestically, but KTM’s losses, debt, and integration hurdles risk compressing margins and return ratios at the consolidated level. We recommend Shorting Bajaj Auto.

SSI Newsletter: New Portfolio Ideas, Guest Pitches, and Key Updates

New portfolio ideas include Lutnick’s SPACs CEPO/CEPT with potential multibagger upside and MYX:AX’s merger arb with Cosette Pharmaceuticals.
Guest pitches highlight potential takeover of Webjet Group, Naturgy’s odd-lot tender offer, and Assura’s bidding war interest.
Updates cover LWAY’s board overhaul, LQDA’s patent lawsuit denial, RTACU’s unit separation, NZM’s strategic review, OCFT’s document delay, and PAC’s short report on ABL.

Weekly Update (MEDXF, IDT, FTV)

By Richard Howe

Fortive (FTV) will spin off 100% of Ralliant on June 28, 2025.
Ralliant will trade under the ticker RAL. When issued trading will begin on June 25th. Ralliant will host an investor day on June 10, 2025.
Ralliant (Precision Technologies) will be a $2.2B revenue company (2024) focused on Test & Measurement and Sensors & Safety Systems.

Before it’s here, it’s on Smartkarma

The Smartkarma Preview Pass is your entry to the Independent Investment Research Network

✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

Jun 08

Daily Brief Event-Driven: India’s Unexpected 0.5% Rate Cut: Friday’s Market Reaction Breakdown and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

India’s Unexpected 0.5% Rate Cut: Friday’s Market Reaction Breakdown
Last Week in Event SPACE: Toyota Indust. Great Eastern, Mayne Pharma, Shibaura Elect., New World
(Mostly) Asia-Pac M&A: Soul Patts/ Brickworks, Spartan Resources, PointsBet, ESR Group, Tam Jai

India’s Unexpected 0.5% Rate Cut: Friday’s Market Reaction Breakdown

By Gaudenz Schneider

Context: On June 6, 2025, the Reserve Bank of India (RBI) unexpectedly cut interest rates by 50 basis points to 5.5%, double the anticipated 25 basis points.
The NIFTY 50 Index fluctuated initially but later stabilized at a 1.0% gain, while the NSE Nifty Bank Index rose 1.5%. At-the-money implied volatility changed little, while the skew rotated.
This Insight explains the RBI’s bold policy move, market reactions, and limitations of predictive models in navigating central bank decisions.

Last Week in Event SPACE: Toyota Indust. Great Eastern, Mayne Pharma, Shibaura Elect., New World

The value realisation of selling cross-holdings should not be contingent on selling your shares to someone else too cheaply but that is exactly what Toyota is proposing here.
OCBC is doing the right thing. Although a 17.8% bump in terms for Great Eastern Holdings (GE SP)‘s minorities is probably not enough to dislodge Palliser.
Cosette has lodged a termination notice, which Mayne Pharma (MYX AU) rejects. It’s anyone’s guess whether this saga concludes with a price cut; or Cosette walking.

(Mostly) Asia-Pac M&A: Soul Patts/ Brickworks, Spartan Resources, PointsBet, ESR Group, Tam Jai