Event-Driven Archives | Page 5 of 168 | Smartkarma

Negligible float, 150x+ forward earnings – yes, investors can afford NOT to have GMO Internet (4784 JP) in their portfolio.
Preceding my comments on the GMO group 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%.

JAFCO (8595) Good Results, Higher Div, Buyback, More Plans; Not Quite There, But Maybe Will Be Later

At noon today, Jafco Co Ltd (8595 JP) announced full year (to March 2025) results. Revenues were up 21.4% this year, OP +49.7%, and Net Income +27.8%.
The company announced a ¥5bn buyback, and also announced a new dividend policy of 6% DOE or 50% payout ratio. As it is a markets business, there is no guidance.
The stock popped significantly in the PM session, but the market zeitgeist is a tailwind. And there is supportive new news.

Bright Smart Securities (1428 HK): A Takeunder MGO?

Bright Smart Securities And (1428 HK) is in a trading halt “pursuant to the Hong Kong Code on Takeovers and Mergers, which constitutes inside information of the Company.”
It is likely that Mr Lum, the founder and chairman, has entered a sale and purchase agreement to sell his controlling stake, which would trigger a mandatory general offer (MGO).
The shares are at an all-time high and have a P/B multiple that is a material premium to peers. The MGO price is likely to be lower than last close.

360 ONE WAM Acquires UBS India Wealth Business

By Nimish Maheshwari

360 ONE WAM acquires UBS AG’s onshore wealth management business in India for INR 307 crore, adding INR 26,000 crore AUM and expanding its product and client base.
This acquisition strengthens 360 ONE’s domestic position and offers UBS’s global expertise, creating a powerful, dual-access wealth management platform for global Indians, enhancing growth opportunities.
The deal signifies a strategic collaboration, not just an exit, with UBS retaining a stake& expanding its Indian operations through 360 ONE, enhancing the value proposition for both firms’ clients.

Bright Smart (1428 HK): Chairman’s Scheme, Or Cashing Out?

Mid-Trading yesterday, broker Bright Smart Securities And (1428 HK) was suspended pursuant to the Takeovers Code. Shares closed up 9.3% before suspension.
Bright Smart’s ops are tonking along nicely. It recently announced a (preliminary) 10% increase in FY25 profit (Mar Y/E). The share price is up 97% yoy.
Bright Smart’s Chairman, Yip Peter Mow Lun, holds 50.54%. Unusual timing to take the company private. Alternatively Yip, at 73-years of age, may be cashing in his chips.

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Apr 23

Daily Brief Event-Driven: Mayne Pharma (MYX AU): This Is A Buy and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Mayne Pharma (MYX AU): This Is A Buy
Shibaura Electronics (6957 JP): Minebea Secures Further Irrevocables as It Ponders a Revised Offer
A Tender Offer of 6.2% Stake in KC Tech by KC Co
Jilin Jiutai Bank (6122 HK): Now Is The Time To Be Delisted
Sichuan Baicha Baidao Industrial IPO Lockup – Steep Losses for Pre-IPO Investors
Devyani Intnl.: Yum Brands India Franchisee to Acquire Cloud Kitchen Operator. In Pursuit of Growth
Millennium & Copthorne Hotels (MCK NZ): City Dev’s Final and Unconditional NZ$2.80 Offer
Theratechnologies Faces Potential Buyout with 75% Premium Amid Strategic Review and Multiple Bids from Future Pak
M & C Hotels (MCK NZ): City Dev Blinks & Bumps

Mayne Pharma (MYX AU): This Is A Buy

On the 21st Feb 2025, Mayne Pharma (MYX AU), a leader in dermatology and women’s health, entered into a Scheme Implementation Deed with US-based pharmaceutical outfit, Cosette Pharmaceuticals.
Cosette is offering A$7.40/share, a 37% premium to last close. The Offer has the backing of Mayne’s two largest shareholder, Viburnum and Bruce Mathieson, collectively holding 14.1%.
Mayne has now revised the Scheme timeline, with completion targeted late June, early July. This is done.

Shibaura Electronics (6957 JP): Minebea Secures Further Irrevocables as It Ponders a Revised Offer

In response to Yageo Corporation (2327 TT)’s revised JPY5,400 offer, Shibaura Electronics (6957 JP) has asked Minebea Mitsumi (6479 JP) if it intends to revise its terms.
Minebea is reviewing its offer and has disclosed additional irrevocables from the founder’s family and MUFG. Total irrevocables represent a 15.83% ownership ratio.
On April 22, Yageo issued a public letter to change the narrative regarding the Board’s concerns. There is an increasing likelihood that Minebea will return with a revised offer.

A Tender Offer of 6.2% Stake in KC Tech by KC Co

By Douglas Kim

After the market close today, it was reported that KC Co (029460 KS) plans to conduct a tender offer 35 billion won worth of KC Tech (281820 KS) shares.
KC Co plans to conduct a tender offer of 1.283 million shares (6.2% stake) of KC Tech shares for 20 days from 23 April to 12 May.
The tender offer price for KC Tech is 27,100 won, which is 13.4% higher than the closing price on 22 April.

Jilin Jiutai Bank (6122 HK): Now Is The Time To Be Delisted

Jilin Jiutai Rural Comm Bank (6122 HK), a small bank focusing on rural and small business lending, is suspended pursuant to the Takeovers Code.
Jilin Jiutai was initially suspended on the 12th March. Then on the 31st March, it indefinitely postponed its FY24 results. The share price is down 61% in the past year.
My guess is that Jilin Province Trust will put Jilin Jiutai out its misery via an Offer by way of a Merger by Absorption. Pricing? Perhaps HK$0.80/share.

Sichuan Baicha Baidao Industrial IPO Lockup – Steep Losses for Pre-IPO Investors

By Sumeet Singh

Sichuan Baicha Baidao Industrial (2555 HK) raised around US$330m in its Hong Kong IPO, in April 2024. The lockup on its pre-IPO investors is set to expire soon
SBBI sells new-style tea drinks through its ChaPanda stores. According to F&S, SBBI ranked third in China’s new-style tea shop market in 2023, with a market share of 6.8%
In this note, we will talk about the lockup dynamics and possible placement.

Devyani Intnl.: Yum Brands India Franchisee to Acquire Cloud Kitchen Operator. In Pursuit of Growth

By Devi Subhakesan

Devyani International (DEVYANI IN) which operates QSRs such as KFC, Pizza Hut in India plans to acquire Sky Gate Hospitality Pvt. Ltd., the operator of the “Biryani By Kilo”.
This acquisition can diversify Devyani’s portfolio beyond its core quick‑service restaurant (QSR) franchises—KFC and Pizza Hut—at a time when same‑store sales growth has softened.
With the rise of off-premise dining and food delivery post pandemic, cloud kitchens are expanding across the board thanks to scalable, asset‑light model, and ability to bypass traditional dine‑in overheads.

Millennium & Copthorne Hotels (MCK NZ): City Dev’s Final and Unconditional NZ$2.80 Offer

By Special Situation Investments

City Developments (CIT SP) increased its Millennium & Copthorne Hotels Nz (MCK NZ) offer to NZ$2.80, a 24.4% premium to its previous NZ$2.25 offer. The Board will respond by 28 April.
The offer price is final. CDL has received OIO approval and has waived all the remaining conditions. Therefore, the offer is now unconditional.
While the revised offer remains materially below the IFA valuation and NTA, it is attractive compared to historical trading ranges. The close date for the offer remains 8 May.

Theratechnologies Faces Potential Buyout with 75% Premium Amid Strategic Review and Multiple Bids from Future Pak

Future Pak’s latest offer for THTX is $3.51/share in cash plus a CVR worth up to $0.99/share.
THTX’s Egrifta SV has gross margins around 90%, while Trogarzo, a licensed drug, has gross margins at 48%.
Future Pak’s offer, including the CVR, values THTX at approximately 4x the gross profits from its commercialized treatments.

M & C Hotels (MCK NZ): City Dev Blinks & Bumps

Back on the 20th January, Millennium & Copthorne (MCK NZ), a Kiwi hotel chain, announced that City Developments (CIT SP), its controlling shareholder, made an Offer for shares not held.
City Dev offered NZ$2.25/share (not final), a 25% premium to last close. City held 75.86% and the Offer was (initially) conditional on a 90% holding, including shares currently held.
The independent advisor recommended shareholders NOT accept the Offer, with a fair value range of NZ$4.40-NZ$5.00/share. City Dev has blinked, and bumped terms 24.4% to NZ$2.80/share – best and final.

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Apr 22

Daily Brief Event-Driven: Lee Jae-Myung’s Camp Just Dropped Their Latest Market Stimulus Play and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Lee Jae-Myung’s Camp Just Dropped Their Latest Market Stimulus Play
Dada Nexus (DADA US): Takeaways from the 13E-3 Filing
HMM’s 2T KRW Buyback Tender to Drop Before June End
Swiggy (SWIGGY IN): US$7.6bn Lock-Up Expiry & Index Inclusion
Event Driven: Jubilant Agri & Consumer Products Demerger- Next Value Creator from the Bhartia Group?
SSI Weekly Highlights: Tender Offers, Buyouts, Liquidations, and Strategic Acquisitions in Focus
Weekly Update (ABB, MEDXF, LION)

Lee Jae-Myung’s Camp Just Dropped Their Latest Market Stimulus Play

By Sanghyun Park

They’re making it easier to spot stocks benefiting from policy shifts. Lee Jae-myung’s camp is giving more detail upfront, with a focus on FuriosaAI and related listed stocks.
If cumulative voting passes, expect a pop in stocks with governance issues, activist interest, or large NPS stakes, like Hyosung affiliates, Doosan, HL Mando, and POSCO Holdings.
They also aim to give parent shareholders first crack at spun-off subsidiaries going public and require buyback cancellations, likely benefiting SK and LS Group affiliates, Samsung Electronics, and POSCO Holdings.

Dada Nexus (DADA US): Takeaways from the 13E-3 Filing

By Special Situation Investments

Dada Nexus (DADA US) has filed the 13E-3 relating to the binding proposal from JD.com Inc (ADR) (JD US) at US$2.00 per ADS, a 41.8% premium to the undisturbed price.
The 13E-3 filing provides more details on the price negotiations, required regulatory approvals and IFA valuation. Crucially, no Chinese regulatory approvals are required.
The completion conditions are low-risk. At last close and for an end-September payment, the gross/annualised spread is 5.4%/12.1% (including the US$0.05 ADS cancellation fee).

HMM’s 2T KRW Buyback Tender to Drop Before June End

By Sanghyun Park

This buyback facilitates KDB’s exit, as rules prevent a block trade benefiting one shareholder. KDB plans to tender a 4–5% stake, or about 40% of the 2 trillion KRW buyback.
Given HMM’s tight float, the premium is likely above the usual 10%, making it a strong opportunity for short-term arbitrage trading.
The key is timing the announcement. With the June deadline, we need to monitor hot money flows into HMM to build our position before the news breaks.

Swiggy (SWIGGY IN): US$7.6bn Lock-Up Expiry & Index Inclusion

By Brian Freitas

Swiggy (SWIGGY IN) listed in November 2024 and around 85% of the shares outstanding (US$7.6bn) will unlock on 13 May.
Nearly 80% of the shares that unlock are held by pre-IPO PE/VC investors and they are 100% in the money in most cases. Expect the selldown to commence soon.
Swiggy (SWIGGY IN) should be added to one global index in June, while inclusion in the other global index will require a small price increase or selling from PE/VC investors.

Event Driven: Jubilant Agri & Consumer Products Demerger- Next Value Creator from the Bhartia Group?

By Nimish Maheshwari

Separation of fertilizer division enables sharper valuation for adhesives, removing drag from losses and unlocking pure-play growth potential.
High growth with underpriced products; margin expansion likely as brand strength builds, closing gap with Pidilite and Jyoti Resins.
Once loss-making agri business now EBIT-positive; post-demerger focus may revive segment and surprise on valuations.

SSI Weekly Highlights: Tender Offers, Buyouts, Liquidations, and Strategic Acquisitions in Focus

Naturgy Energy Group plans a tender offer to repurchase 9% of shares at €26.50/share, with potential upside due to Spanish proration rules.
Lensar is being acquired by Alcon for $14/share plus a CVR up to $2.75/share, with shareholder approval likely.
OCI N.V. announced a $1bn cash distribution and potential future dividends, raising net cash estimates to €9.19/share.

Weekly Update (ABB, MEDXF, LION)

By Richard Howe

April 17, 2025, ABB Ltd (ABB) announced its intention to spin off its entire robotics division.
The robotics unit, recognized as the world’s second-largest industrial robot manufacturer after Japan’s FANUC, generated $2.3 billion in revenue in 2024, accounting for approximately 7% of ABB’s total sales.
However, its profit margin stood at 12.1%, trailing the group’s overall margin of 18.1%, primarily due to subdued demand in the automotive sector.

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Apr 21

Daily Brief Event-Driven: NEW USTR Section 301 Proposed Actions on China Maritime Dominance and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

*NEW* USTR Section 301 Proposed Actions on China Maritime Dominance
Zomato/Eternal: Lower Foreign Ownership Limits & The BIG Passive Selling
Merger Arb Mondays (21 Apr) – ENN Energy, Canvest, OneConnect, Makino, Shibaura, Welcia, Topcon
A/H Premium Tracker (To 18 Apr 2025): AH Premia Fall in Low Volume
Weekly Deals Digest (20 Apr) – Shibaura Electronics, Topcon, Jamco, TRYT, Canvest, ENN, Insignia
HK Connect SOUTHBOUND Flows (To 18 Apr 2025); Buying of Internet, SOEs, and ETFs Previously Sold

NEW USTR Section 301 Proposed Actions on China Maritime Dominance

Biden’s USTR came out with a flawed Section 301 report on Chinese maritime “dominance” in January. It is not that China shipbuilding is not dominant, but the report was flawed.
In February/March (flawed) measures were proposed. Then mostly minimally-insightful hearings were held. Then Trump came out with an Executive Order “Restoring America’s Maritime Dominance” (that requires looking back 80yrs).
Now we have new USTR Proposed Measures which water down the old ones quite considerably.

Zomato/Eternal: Lower Foreign Ownership Limits & The BIG Passive Selling

By Brian Freitas

Zomato (ZOMATO IN), now Eternal, listed in July 2021 with a Foreign Ownership Limit (FOL) of 100%. Since listing, foreign ownership has dropped from over 70% to just under 45%.
Eternal is looking to cap foreign ownership at 49.5% to continue qualifying as an Indian-Owned-and-Controlled Company. That will give the company greater operational flexibility, especially for inventory ownership.
The FOL decrease will result in selling from passive global index trackers. With the stock 23.5% off its highs and a steady increase in futures open interest, covering could ensue.

Merger Arb Mondays (21 Apr) – ENN Energy, Canvest, OneConnect, Makino, Shibaura, Welcia, Topcon

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: Insignia Financial (IFL AU), Oneconnect Financial Technology (6638 HK), ENN Energy (2688 HK), Seven & I Holdings (3382 JP), Smart Share Global (EM US), Domain Holdings.
Lowest spreads: Makino Milling Machine Co (6135 JP), Sinarmas Land (SML SP), Shibaura Electronics (6957 JP), Tenma Corp (7958 JP), Aeon Delight (9787 JP), Naigai Trans Line (9384 JP).

A/H Premium Tracker (To 18 Apr 2025): AH Premia Fall in Low Volume

AH Premia fall small. Spread curve torsion is mild but present, with narrow AH Premia widening, and wide premia narrowing.
For a month I thought warning signs were flashing and spreads could widen. I think the trend is still to widening but torsion.
The Quiddity Portfolio is pretty hunkered down and nearly flat H/A risk. But benefits from wider spreads coming in, narrow spreads widening, and liquidity dropping.

Weekly Deals Digest (20 Apr) – Shibaura Electronics, Topcon, Jamco, TRYT, Canvest, ENN, Insignia

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: China Resources Beverage (2460 HK) lock-up expiry; DN Solutions (298440 KS) and LG Electronics India (123D IN) IPOS.
Event-Driven developments: Shibaura Electronics (6957 JP), Topcon Corp (7732 JP), Jamco Corp (7408 JP), TRYT (9164 JP), Canvest Environmental Protection Group (1381 HK), ENN Energy (2688 HK).

HK Connect SOUTHBOUND Flows (To 18 Apr 2025); Buying of Internet, SOEs, and ETFs Previously Sold

Q1 saw record quarterly inflows by SOUTHBOUND investors at HK$435bn, beating the previous record of Q1 2021 by more than HK$100bn. The first three weeks in April were HK$168bn.
Gross and net flows this week subsided quite substantially compared to previous weeks.
We are in a post-tariff breather as the US says the ball is in China’s court and China looks like it will wait things out. Port volumes are telling.

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Apr 20

Daily Brief Event-Driven: Tryt (9164 JP): Take Profits as Takeover Speculation Swirls and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Tryt (9164 JP): Take Profits as Takeover Speculation Swirls
(Mostly) Asia-Pac M&A: Fengxiang, De Grey Mining, Canvest, Tsuruha/Welcia, Shibaura Electronics
Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

Tryt (9164 JP): Take Profits as Takeover Speculation Swirls

TRYT (9164 JP) shares were up 38.5% over the last two days based on a report that EQT, the controlling shareholder, had made progress in identifying bidders for its stake.
The exploration of the privatisation process is unsurprising, as Tryt was pre-rumour trading 69% below its JPY1,200 IPO price.
The upside is limited, as the last close already reflects a significant takeover premium, and a binding proposal that satisfies EQT’s price aspirations will be challenging.

(Mostly) Asia-Pac M&A: Fengxiang, De Grey Mining, Canvest, Tsuruha/Welcia, Shibaura Electronics

I tally 51 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
One new deal discussed this week: Shandong Fengxiang (9977 HK)‘s Merger by Absorption.
Key updates/news took place on De Grey Mining (DEG AU), Canvest Environmental Protection Group (1381 HK),Tsuruha (3391 JP)/Welcia (3141 JP), Shibaura Electronics (6957 JP), and PEC Ltd. (PEC SP).

Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

Value Act, as activist, believes the KKR’s Topcon Corp (7732 JP) is not being done at the right price. But Value Act will now tender shares and invest in Bidco.
Lynas Corp Ltd (LYC AU)and Iluka Resources (ILU AU) are the only Australian companies with confirmed (or near-term) refining specific heavy rare earth elements as China restricts exports.
StraCap has been tilting at the Wakita (8125 JP) for years. It hasn’t made headway. The only way StraCap will get its measures over the line is by soliciting retail.

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Apr 19

Daily Brief Event-Driven: Jeju Bank: Douzone Bizon Becomes Second Largest Shareholder and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Jeju Bank: Douzone Bizon Becomes Second Largest Shareholder

Jeju Bank: Douzone Bizon Becomes Second Largest Shareholder

By Douglas Kim

On 18 April, it was reported that Douzone Bizon (012510 KS) will become the second largest shareholder of Jeju Bank (006220 KS).
Douzone Bizon invested 57 billion won for a 14.99% stake in Jeju Bank. Through this investment, Douzone will aim to enhance the digital business of Jeju Bank.
This deal is likely to positively impact Jeju Bank’s shares as this capital raise is used to further invest in ERP based banking that could further boost its sales.

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Apr 18

Daily Brief Event-Driven: Yageo Bigly Overbids Minebea (+20%) For Shibaura Elec (6957) At ¥5400 and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Yageo Bigly Overbids Minebea (+20%) For Shibaura Elec (6957) At ¥5400
[Japan Activism] – ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer
Shibaura Electronics (6957 JP): No Messing Around as Yageo (2327 TT) Returns with a JPY5,400 Offer
PEC Ltd. (PEC SP): 5th May Vote On Liberty’s Offer
TRYT (9164) – Limit Up On Report of Round 2 Bidding; A Growth Multiple Gets You a High Price
Canvest (1381 HK): Scheme Vote on 12 May
BBVA Faces Resistance at the Vault with CNMC’s Verdict Looming

Yageo Bigly Overbids Minebea (+20%) For Shibaura Elec (6957) At ¥5400

In February Yageo Corporation (2327 TT) made an unsolicited bid for Shibaura Electronics (6957 JP) at ¥4,300/share after getting the cold shoulder for months.
Minebea Mitsumi (6479 JP) was asked to bid, and they did a week ago, bidding ¥4,500/share. Yesterday the Shibaura CEO was in an article saying an overbid would be considered.
Mid-Day, I boomeranged my piece, saying I thought Yageo would overbid. Today after the close, Yageo has overbid with a whopping ¥5,400/share bid, with unchanged start date of 7 May.

[Japan Activism] – ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer

Last night, Topcon Corp (7732 JP) announced that KKR had agreed a deal with ValueAct Capital who owns 14.62% of Topcon to have VAC tender shares and invest in Bidco.
Topcon’s Special Committee saw nothing wrong with this in terms of fairness. I think that argument needs to be investigated at a broader level.
If Bidder wants 50.1% control and expects passive to agree, and Bidder gets 50.1% to join Bidco at terms, obviously, majority of minority disappears. This is an unintended loophole.

Shibaura Electronics (6957 JP): No Messing Around as Yageo (2327 TT) Returns with a JPY5,400 Offer

Yageo Corporation (2327 TT) has revised its hostile preconditional tender offer for Shibaura Electronics (6957 JP) to JPY5,400, representing a 20.0% premium to Minebea Mitsumi (6479 JP)’s JPY4,500 offer.
All the other terms remain unchanged. In response to the revised Yageo offer, the Board will commence a sincere review to determine if the Yageo offer will enhance corporate value.
There is a 50/50 chance that Minebea walks or revises its offer. Yageo’s revised offer is marginally above the midpoint of Minebea IFA’s DCF range, potentially justifying a higher offer.

PEC Ltd. (PEC SP): 5th May Vote On Liberty’s Offer

Back on the 17th Feb, PEC Ltd. (PEC SP), a plant and terminal engineering specialist, announced an Offer from Allied Energy Services, an engineering entity under the Liberty Group.
Liberty offered S$0.84/share (not final), including a AS$0.20/share special dividend, a 12.8% premium to undisturbed; but more like a >35% premium. Irrevocables from the board of 63.38% had been secured.
The Scheme Doc is now out, with an EGM on the 5th May, with payment on or before the 20th June. The IFA (Deloitte) says “fair & reasonable“.

TRYT (9164) – Limit Up On Report of Round 2 Bidding; A Growth Multiple Gets You a High Price

TRYT (9164 JP) was bought by EQT years ago and IPOed on TSE Growth in July 2023 at ¥1,200/share. The shares tanked on Day 1, almost reached ¥1,000 days later.
Then they fell, and fell some more, reaching the ¥370s early in Q1, then again post Trump tariff announcement. EQT still holds ~60%. Shares closed at ¥374 on 16 April.
In February, there were noises about EQT putting the business up for sale, reportedly seeking an offer close to ¥1,200/share. Now there are noises of a Second Round.

Canvest (1381 HK): Scheme Vote on 12 May

Canvest Environmental Protection Group (1381 HK)’s IFA opines that Grandblue Environment Co A (600323 CH)’s HK$4.90 offer is fair and reasonable. The vote is on 12 May.
Key conditions include approval by at least 75% of independent shareholders (<10% of independent shareholders’ rejection). Shareholders with blocking stakes will be supportive.
This is a done deal. At the last close and for a 10 June payment, the gross/annualised spread is 2.3%/18.3%.

BBVA Faces Resistance at the Vault with CNMC’s Verdict Looming

The CNMC is expected to approve the deal with mild remedies, reducing regulatory uncertainty; however, a potential Phase 3 review by the government could delay timing and introduce political risk.
Sabadell’s standalone defense is robust, anchored in increased dividends, buybacks, and 14%+ RoTE guidance, which have helped reposition the bank as a viable independent alternative in the market.
The offer’s gross spread has turned negative, reflecting investor skepticism about deal success or expectations of an improved offer; the lack of a premium currently weakens BBVA’s negotiating leverage.

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Apr 17

Daily Brief Event-Driven: Chagee Holdings (CHA US) IPO: Global Index Inclusion Timeline and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Chagee Holdings (CHA US) IPO: Global Index Inclusion Timeline
After Squaring Away Japfa, The Santosa Family Looks To PT Japfa
[Japan Activism] – Strategic Capital Shareholder Proposals to WAKITA (8125) And Their Response
StubWorld: Swire Is “Rich” To Cathay; And Cathay “Cheap” To Air China
Canvest (1381 HK): 12th May Vote On Grandblue’s Offer
Naturgy’s Tender Offer: Exploring Spanish ‘Odd-Lot’ Priority and Potential €500 Upside for Shareholders
Liquid Universe of European Ordinary and Preferred Shares: April ’25 Report

Chagee Holdings (CHA US) IPO: Global Index Inclusion Timeline

By Brian Freitas

Chagee Holdings (CHA US) is looking to raise up to US$473m in its IPO, valuing the company at up to US$5.2bn. The offering is expected to price today, list tomorrow.
Media reports indicate that cornerstone investors have indicated demand for US$205m of the offering. There is no mention of a lock-up on those investors yet.
The stock could be added in one global index in August (with a higher probability of inclusion in November), while inclusion in the other global index is likely in December.

After Squaring Away Japfa, The Santosa Family Looks To PT Japfa

On the 24th January, Renaldo Santosa and his family, who controlled ~75.5% of agri-play Japfa Ltd (JAP SP), pitched a Scheme Offer at S$0.62/share, a 34.8% premium to undisturbed.
Yesterday (15th April), disinterested shareholders overwhelmingly (in terms of shares) backed the Scheme. The last day of trading is around the 9th May, and payment around the 30th May.
The question now is whether the family now seeks to take 55.4%-held Japfa Comfeed Indonesia (JPFA IJ) private.

[Japan Activism] – Strategic Capital Shareholder Proposals to WAKITA (8125) And Their Response

Tsuyoshi Maruki’s Strategic Capital has gone after a number of cash-rich companies in the past. This is Year 5 going after Wakita & Co Ltd (8125 JP).
Wakita is cash-rich, and has been for years, but it is also asset-rich. The former CEO, after he retired, decided he wanted to play in real estate.
At the end of last month, Strategic Capital made proposals (English, Japanese) to Wakita. Again. Today, the company responded (only in Japanese). Time for more.

StubWorld: Swire Is “Rich” To Cathay; And Cathay “Cheap” To Air China

Swire Pacific (A) (19 HK) is coming up “rich” on my monitor vs. Cathay Pacific Airways (293 HK); and Cathay “cheap” to Air China Ltd (H) (753 HK).
Preceding my comments on Swire and Cathay 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%.

Canvest (1381 HK): 12th May Vote On Grandblue’s Offer

By Special Situation Investments

On the 22 July 2024, waste-to-energy play Canvest Environmental (1381 HK)announced a pre-conditional Offer from Grandblue Environment (600323 CH) at $4.90/share (best & final), by way of a Scheme.
On the 17th March 2025, all pre-conditions were (finally) satisfied.
The Scheme Doc is now out, with a Court Meeting on the 12th May, with payment on or before the 10th June. The IFA (Somerley) says “fair & reasonable“.

Naturgy’s Tender Offer: Exploring Spanish ‘Odd-Lot’ Priority and Potential €500 Upside for Shareholders

Naturgy plans to repurchase 9% of shares at €26.5/share, with a potential €1.5/share profit opportunity.
Spanish tender law Article 38.1 allows a linear distribution of 25% of shares among tendering shareholders.
Previous similar tenders by Abertis and Duro Felguera saw priority allocations of 660 and 683 shares, respectively.

Liquid Universe of European Ordinary and Preferred Shares: April ’25 Report

Since mid-March, amid sessions of significant volatility, share-price spreads have generally tightened across the European liquid universe of ordinary and preferred shares, with 10 tightening and 9 widening.
The discount of Grifols B has widened although Brookfield is again knocking at the door; Handelsbanken B shares trade at 48% premium to A shares.
Recommended trades long preferred/short ords: Atlas Copco, Grifols. Recommended trades long ordinary / short preferred shares: Henkel, SSAB Svenska Stal.

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Apr 16

Daily Brief Event-Driven: The Skew in the Tsuruha-Welcia-Aeon Combination and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

The Skew in the Tsuruha-Welcia-Aeon Combination
Know Your Rare Earth Elements As China Restricts Exports
Horizon Robotics IPO Lockup- US$7bn Expiry with Scattered Shareholding and Lots of CCASS Movement
Consolidating Yield: LondonMetric’s Possible Offer for Urban Logistics
A Note-Worthy Exit: Atlas Takes Over De La Rue

The Skew in the Tsuruha-Welcia-Aeon Combination

Tsuruha Holdings (3391 JP), Welcia Holdings (3141 JP), and Aeon Co Ltd (8267 JP) announced their deal whereby Tsuruha merges with Welcia in December, and Aeon gains control of MERGECO.
Orbis Investments – owner of 9.7% of shares out – complained. I think with good reason. Tsuruha is trading a little expensive to the ratio, but there’s 7.5mos to go.
Interestingly, there’s real skew on this trade. It’s not overly complicated, and it is worthwhile thinking about it.

Know Your Rare Earth Elements As China Restricts Exports

China recently escalated restrictions on the export of rare earths. Not just to the US as the two global players go toe-to-toe on tariffs; but to all countries.
China’s latest round of restrictions target critical materials used in defense, electronics, and EVs.
Apart from China, the world’s largest refining – not just the largest miner – who else refines rare earth elements, specifically heavy rare earths?

Horizon Robotics IPO Lockup- US$7bn Expiry with Scattered Shareholding and Lots of CCASS Movement

By Sumeet Singh

Horizon Robotics (9660 HK) raised around US$800m in its Hong Kong IPO in October 2024. The lockup on its pre-IPO investors is set to expire soon.
Horizon Robotics (HR) is a provider of advanced driver assistance systems (ADAS) and autonomous driving (AD) solutions for passenger vehicles, empowered by its proprietary software and hardware technologies.
In this note, we will talk about the lockup dynamics and possible placement.

Consolidating Yield: LondonMetric’s Possible Offer for Urban Logistics

Strategic merger between LondonMetric and Urban Logistics offers scale, diversification, and internal management benefits, with a modest premium to pre-announcement price and meaningful potential for operational synergies and cost savings.
Scheme of arrangement could complete by July 2025 if approved; long-term investors may benefit from enhanced dividend yield, greater liquidity, and sustained growth in logistics-focused real estate under unified management.
Long SHED at 138.6p to capture 8.1% gross spread; attractive upside with manageable downside risk and strong board support; reassess on firm offer announcement by 9 May 2025.

A Note-Worthy Exit: Atlas Takes Over De La Rue

Atlas’s offer for perennial takeover target De La Rue PLC (DLAR LN) is underpinned by a historic brand, strong order book, and post-sale cash buffer, with pension resolution and execution certainty.
The £263m all-cash bid implies a 12.47x EV/EBITDA multiple, offering shareholders a 130p exit, cum-dividend, strong execution certainty, and over 40% committed shareholder support.
With 91.7% market-implied completion probability and an annualized return of 4.5% at 128.5p, the deal presents an attractive, de-risked arbitrage opportunity with limited downside and credible upside closure.

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✓ Company Data and News
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Apr 15

Daily Brief Event-Driven: FSS Bans Arb in Local MM Books: Identifying Opportunities from Short-Term Inefficiencies and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

FSS Bans Arb in Local MM Books: Identifying Opportunities from Short-Term Inefficiencies
TKP Corp (3479) – A Second Big Buyback In Short Order
Quiddity HK Connect Northbound Tracker (Q1 2025 Vs 5 Previous Quarters)
Dongwon F&B: Delisting and Incorporation as a Wholly Owned Subsidiary of Dongwon Industries
Dropped the Line: Telefónica Disconnects from Peru
Running on Fumes: Wood Group’s Last Shot with Sidara

FSS Bans Arb in Local MM Books: Identifying Opportunities from Short-Term Inefficiencies

By Sanghyun Park

The FSS is banning arb trades under the MM book, requiring separate books for any arb positions to keep them distinct from MM flow.
Most local shops lack the resources to set up a separate arb desk. Splitting teams, creating new workflows, and hiring extra staff isn’t feasible given their tight P&L.
Building a tracker for MM dropouts could spot dislocations, as the crackdown creates short-term inefficiencies—if we’re dialed in, there’s alpha to be made.

TKP Corp (3479) – A Second Big Buyback In Short Order

TKP Corporation (3479 JP) is a fascinating little company. It rents space. From people. To people. Then adds on services. Meeting, recruiting, training, seminar, banquet, party, etc rooms.
Last year they bought control of two small businesses to add features. Revenues are up. The new FY suggests revenue growth, OP growth, and now a buyback.
The buyback is the interesting bit. They did one last FY with interesting parameters, and Quiddity has a new tool we are trying out, so we showcase an example here.

Quiddity HK Connect Northbound Tracker (Q1 2025 Vs 5 Previous Quarters)

Last August, the mainland exchanges stopped providing data on Northbound positions and trading. They decided to show the data once a quarter.
We decided to add a tool to the repertoire to show this past quarter’s flows per Northbound-eligible stock in a variety of ways.
Click on a name and get the quarterly chart of the desired metric (position, Flow (shares), Flow as % of float or shares out, etc)

Dongwon F&B: Delisting and Incorporation as a Wholly Owned Subsidiary of Dongwon Industries

By Douglas Kim

Dongwon Group’s decision to merge Dongwon F&B and Dongwon Industries into one company is a positive move.
Dongwon F&B will be incorporated as a wholly-owned subsidiary of Dongwon Industries and will be delisted.
Post stock swap between Dongwon Industries and Dongwon F&B, the surviving entity (Dongwon Industries) is a likely candidate for KOSPI 200 inclusion in 2H 2025/2026.

Dropped the Line: Telefónica Disconnects from Peru

Telefónica sold its Peruvian subsidiary to Integra Tec for €0.9 million, transferring €1.24 billion in debt, following the unit’s bankruptcy filing and prolonged tax disputes in Peru.
The sale marks a strategic step in Telefónica’s Hispam exit, following disposals in Argentina and Colombia, and reinforces the company’s focus on core markets with higher returns.
Despite crystallizing a €620 million loss, the transaction removes a distressed asset, improves group visibility, and underscores management’s commitment to financial discipline and geopolitical de-risking across Latin America.

Running on Fumes: Wood Group’s Last Shot with Sidara