Event-Driven Archives | Page 7 of 171 | Smartkarma

Pre-Open, we got a Nikkei article which suggested four different prices possible. We got something in the middle. I think NTT is probably overpaying here.
There is a fair bit of transparency in the documents and valuation. That is encouraging. There are no synergies counted in the fair calculations. That is discouraging.
This will not trade like a “normal” Japan risk arb situation. There will be nuances.

[Japan M&A] MitCorp (8058) Buys Out Subsidiary Mitsubishi Shokuhin (7451) – Bad Process, Bad Price

Mitsubishi Shokuhin (7451 JP) was supposed to announce earnings at 2pm JST. They didn’t. Someone (or people) decided that meant there might be a takeover. There was.
The stock popped nearly 15% to ¥6,200, paused, was flat for an hour, then popped again, closing at ¥6,150/share. Post-close, we get a deal at ¥6,340/share.
A disappointing process. At ¥6,240, the Special Committee said it was “far from a standard that takes into account the interests of TargetCo’s minority shareholders.” At ¥6,340, they dealt. Aaaargh.

[Japan M&A] YAGEO Overbids Minebea’s Overbid of YAGEO’s Overbid of Minebea’s Overbid – The Endgame

Yageo Corporation (2327 TT) has now strongly overbid Minebea’s weak overbid of Yageo’s strong overbid of Minebea’s weak overbid of Yageo’s initial hostile offer for Shibaura Electronics (6957 JP).
We are now 40% higher than the initial bid and the best bid is approaching the top end of Valuation Agent’s top-of-DCF-range prices. There may be a bit more. Maybe.
The question now is only whether Minebea responds. If it does, there is a little juice left, but if not, that’s it. It should get done.

Swire Pac (19 HK): Thai Beverage Spin-Off

Swire Pacific (A) (19 HK) is proposing the spin-off and separate listing on the SET of non-wholly-owned ThaiNamthip Corporation Limited, a Coca-Cola franchise operator in Thailand, Cambodia and Laos.
On the 30th September, Swire completed the 55.7% acquisition for THB42,615.7mn (HK$9,470.1mn). ThaiNamthip concurrently sought to acquire a 30% stake in Swire Coca-Cola’s operations in Vietnam and Cambodia for HK$2,114.6mn.
At the time of the acquisition, ThaiNamthip had an extrapolative price tag of ~HK$17bn. Should the proposed spin-off complete, ThaiNamthip will remain a non-wholly owned subsidiary of Swire.

NTT DATA (9613 JP): NTT (9432 JP) Tender Offer at JPY4,000

NTT Data Corp (9613 JP) has recommended a tender offer from NTT (Nippon Telegraph & Telephone) (9432 JP) at JPY4,000 per share, a 33.7% premium to the last close.
The Nikkei earlier reported on the offer. The offer represents an all-time high and is attractive compared to historical trading ranges, peer multiples and precedent transactions.
The offer could be considered light as it is below the midpoint of the target IFA’s DCF valuation range. However, the shareholder structure suggests a done deal.

Shibaura Electronics (6957 JP): End Game Nears as Yageo Launches Its Hostile Tender at JPY6,200

Yageo Corporation (2327 TT) has revised its tender offer for Shibaura Electronics (6957 JP) to JPY6,200 per share, a 12.7% premium to Minebea Mitsumi (6479 JP)’s JPY5,500 offer.
There are factors supporting Minebea again outbidding Yageo and Minebea withdrawing its offer. Minebea is in a predicament as Yageo has established that it wants Shibaura at any cost.
The most likely scenario is that Minebea withdraws its tender and the Board switches to a neutral opinion due to its ongoing non-price-related concerns.

Mitsubishi Shokuhin (7451 JP): MitCorp (8058 JP) Light Tender Offer at JPY6,340

Mitsubishi Shokuhin (7451 JP) has recommended a tender offer from Mitsubishi Corp (8058 JP) at JPY6,340 per share, a 17.2% premium to the undisturbed price.
While the offer represents an all-time high, it is materially below the midpoint of the IFA DCF valuation range.
The light offer resulted from an unusually long process, with twelve rounds of proposals. However, the shareholder structure suggests a done deal.

[Japan Activism] ISS Comes Out Supporting Orbis Against Tsuruha/Welcia Merger Ratio

Large Tsuruha Holdings (3391 JP) investor Orbis Investments last month said they were against the Tsuruha/Welcia merger ratio. They wanted a cash takeover above Aeon’s Oasis buy price from 2024.
Influential shareholder proxy advisor ISS has apparently come out recommending shareholders vote against. That’s a start, but the hard work needs to be Orbis talking to domestic passive managers.
Getting 90% of foreign active managers as of end-February would make it a very close-run thing, but Orbis really needs some more to show up against the ratio.

Korea’s FSC Is Rolling Out the Legal Framework for Fractional Share Trading, Starting September 30

By Sanghyun Park

With the Capital Markets Act in place, real-time quotes, intraday fills, and orderbook trading for fractional shares are possible—opening the door for Korea’s Robinhood moment.
Fractional share trading in Korea is still minimal at 0.1% of volume, but real-time infrastructure from brokers could drive significant flow and growth.
It will deepen sentiment-driven flows and cause real-time price discovery shifts, opening up new trading opportunities.

What Will Remain with Demerged Siemens Ltd?

By Nimish Maheshwari

Post-Demerger, Siemens Ltd (SIEM IN) continues with Digital Industries, Smart Infrastructure, and Mobility, focusing on core segments like automation, electrification, and rail transport.
The company is getting significant orders in each segment with strong tailwind across all segment.
Siemens Limited’s remaining business is projected to grow at a 15% CAGR, supported by strong order backlogs and improved margins.

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May 08

Daily Brief Event-Driven: [JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) – Split Price Deal on Weak Transparency and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

[JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) – Split Price Deal on Weak Transparency
Laopu Gold (6181 HK): US$300m Primary Placement & Index Inclusion Green Light
NTT (9432) To Overpay To Take Over NTT Data (9613) Subsidiary?
ZEEKR (ZK US): Geely Auto’s Light Non-Binding Offer at US$25.66 Per ADS
CATL (300750 CH): Index Inclusion as Potential Listing Nears
Swiggy IPO Lockup – US$7.9bn Lockup Release
Torii Pharma (4551 JP): Shionogi & Co (4507 JP) JPY6,350 Tender Offer
Event Driven: Deep Dive into Siemens Limited’s Energy Demerger
Zeekr (ZK US): Minorities Have Limited Options Amid Geely’s Low-Balled Offer

[JAPAN M&A] Shionogi (4507) Bids for Torii Pharma (4551) – Split Price Deal on Weak Transparency

Today after the close, Shionogi & Co (4507 JP) and Torii Pharmaceutical (4551 JP) announced an agreed deal whereby Shionogi would launch a Tender Offer to take over Torii.
Torii Pharmaceutical shares rallied sharply after earnings so the actual TOB Price of ¥6,350/share is not a particularly high premium vs undisturbed. Valuation transparency is limited. Synergies are not included.
But the price is an ATH, the company is heavily de-levered (so a 23% premium to undisturbed is decent) and the minimum threshold is not high.

Laopu Gold (6181 HK): US$300m Primary Placement & Index Inclusion Green Light

By Brian Freitas

Full circulation implementation at the beginning of April derailed Laopu Gold (6181 HK)‘s chances of global index inclusion in May.
The company has now launched a US$300m primary placement that will significantly improve chances of inclusion in the same global index in August.
Laopu Gold (6181 HK) will also be added to another global index in September, so there are a few index inclusions likely for the stock this year.

NTT (9432) To Overpay To Take Over NTT Data (9613) Subsidiary?

This morning, the Nikkei says NTT (Nippon Telegraph & Telephone) (9432 JP) has decided, 5 years after taking Docomo private, to buy out minorities in NTT Data Corp (9613 JP).
NTT owns 58%. The article suggests a “30-40% premium” (¥3,900-4,200) “is likely”, with the parent spending ¥2-3trln (¥3,380-5,060) on the deal. The numbers are a bit all over the place.
It will go limit up today to ¥3,492. A deal should be announced today after the close when NTT Data reports earnings. There’s a cool index event too.

ZEEKR (ZK US): Geely Auto’s Light Non-Binding Offer at US$25.66 Per ADS

Geely Auto (175 HK), the controlling shareholder, disclosed a cash or scrip non-binding proposal for ZEEKR (ZK US) at US$25.66 per ADS or 12.3 newly issued Geely shares.
While the offer is 22.2% above the IPO price, it is unattractive compared to historical trading ranges, peer multiples and average sell-side price targets.
The shareholder vote is a formality as Geely and concert parties exceed the two-thirds voting threshold. The key risk is the timing of a binding proposal.

CATL (300750 CH): Index Inclusion as Potential Listing Nears

By Brian Freitas

Reports continue to indicate a US$5bn raise for CATL H-shares with a discount of up to 10% to CATL (300750 CH) and with cornerstone investors taking up half the deal.
The company is currently gauging investor demand. The IPO could open next week and the H-shares could list later this month.
Index Fast Entry largely depends on the cornerstone investor allocation. Float higher than 50%/60% is required for Fast Entry to global indices.

Swiggy IPO Lockup – US$7.9bn Lockup Release

By Sumeet Singh

Swiggy (SWIGGY IN) raised around US$1.35bn in its India IPO in Nov 2024. The lockup on its pre-IPO investors is set to expire soon.
Swiggy is a business to commerce marketplace company offering users a platform for ordering grocery and household items and food delivery, through its on-demand delivery network
In this note, we will talk about the lockup dynamics and possible placement.

Torii Pharma (4551 JP): Shionogi & Co (4507 JP) JPY6,350 Tender Offer

Torii Pharmaceutical (4551 JP) has recommended a tender offer from Shionogi & Co (4507 JP) at JPY6,350 per share, a 13.8% premium to the last close.
Despite the lack of an auction and low takeover premium, the offer is attractive compared to historical trading ranges and peer multiples and represents an all-time high.
Japan Tobacco (2914 JP), the controlling shareholder, has provided an irrevocable. The required minority acceptance rate is achievable as the offer is reasonable.

Event Driven: Deep Dive into Siemens Limited’s Energy Demerger

By Nimish Maheshwari

Siemens Ltd (SIEM IN) is spinning off its Energy Business into Siemens Energy India Limited (SEIL), creating two independent entities for focused growth and unlocking shareholder value.
Post-Demerger, SEIL is well-positioned in the Indian energy sector, benefiting from decarbonization initiatives, capital investments, and strong export potential in the coming years.
The remaining Siemens Limited will concentrate on technology sectors like Industry, Infrastructure, and Mobility, maintaining its strong business profile and order backlog, ensuring continued growth post-demerger.

Zeekr (ZK US): Minorities Have Limited Options Amid Geely’s Low-Balled Offer

Geely Auto (175 HK), China’s second-largest carmaker, has made an non-binding proposal for 65.7%-held Zeekr (ZK US), a premium Chinese electric vehicle manufacturer.
Geely is offering US$25.66/ADS, a paltry 13.6% premium. Or 12.3 newly issued shares. The Offer appears opportunistic after Zeekr’s 20% decline YTD (pre-Offer) in response to Trump tariffs.
Should a definitive agreement be inked, this is done. The risk to the trade, as with many US-listed China plays, is timing. Trading tight at a 1.9% gross spread.

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May 07

Daily Brief Event-Driven: Canvest (1381 HK): Buy Here and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Canvest (1381 HK): Buy Here, And On Weakness
HSCEI Earning Revision Analysis (Apr): CCB, Sinopec, BOC, Petrochina, CNOOC, China Overseas, Ping An

Canvest (1381 HK): Buy Here, And On Weakness

Ahead of the 12th May shareholder to vote on Grandblue’s Offer, recent price action in Canvest (1381 HK) has been odd, with considerable selling volume.
By all accounts, a chunk of that selling was brought about by an event desk in Singapore shutting down. Elsewhere, via numerous inquiries, I see nothing deal specific.
In recent positive developments, AEP (3.62% of shares out) is supportive; there are no material updates in s329 announcements; and I see nothing of note when inspecting the shareholder register.

HSCEI Earning Revision Analysis (Apr): CCB, Sinopec, BOC, Petrochina, CNOOC, China Overseas, Ping An

By Ke Yan, CFA, FRM

We analysed the earning revision of component stocks of HSCEI in the past month.
We tabulated stocks with the top impact on index’s EPS, stocks’ EPS revision, and revenue revision.
We highlighted EPS revision on CCB, Sinopec, BOC, Petrochina, CNOOC, China Overseas, Ping An.

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May 06

Daily Brief Event-Driven: ShinKong (2888 TT)/Taishin (2887 TT) – Time To Deal Is Shorter and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

ShinKong (2888 TT)/Taishin (2887 TT) – Time To Deal Is Shorter, But Risk To Peers Is Higher
Gold Road Enters Scheme With Gold Fields
Rare Arb Opportunity from ATS Breakout in Korea: Day-Night Spread
HK Connect SOUTHBOUND Flows (To 2 May 2025); Tech Selling in a Quiet Week
Gold Road (GOR AU): Gold Fields (GFI SJ) Attractive Scheme Offer
A/H Premium Tracker (To 2 May 2025): AH Premia Fall Small; Spread Torsion Provides Continued Alpha
Smartpay (SPY NZ/SMP AU) Enters Exclusivity With Shift4 (?) As Tyro Walks
Selected European HoldCos and DLC: April 2025 Report

ShinKong (2888 TT)/Taishin (2887 TT) – Time To Deal Is Shorter, But Risk To Peers Is Higher

The last couple of days have seen the TWD increase value against the USD extremely sharply. This has caused the Shin Kong/Taishin risk arb spread to widen.
There is no expectation that the merger will be delayed, but the change in USDTWD rate introduces a new dynamic into the ShinKong-as-Taishin-vs Peers trade.
Careful consideration of this trade going forward is worthwhile. What may have been the better trade may no longer be the better trade.

Gold Road Enters Scheme With Gold Fields

Back on the 24th March, Gold Road (GOR AU) rejected an unsolicited offer from Gold Fields (GFI SJ) of $2.27/share cash plus GOR’s effective interest in De Grey Mining (DEG AU).
GFI has now bumped the cash terms to $2.52/share or an all-in price of ~A$3.40/share, a 43% premium to undisturbed. This includes a A$0.35/share fully franked dividend (if paid).
Conditions include the standard Scheme vote plus FIRB. 7.5% of shares out are supportive. Implementation is expected in October 2025.

Rare Arb Opportunity from ATS Breakout in Korea: Day-Night Spread

By Sanghyun Park

Local traders are targeting the spread between day and NXT’s after-hours, a classic arb play similar to what Japanese instos used when ATS first launched, now emerging in Korea.
The gap persists because institutional flow on NXT is still minimal, with recent data showing instos accounting for just 1-2% of total turnover.
NXT’s night session is seeing heavy retail flow, providing instos with the liquidity to trade. This creates a rare opportunity to capitalize on early inefficiencies before others catch on.

HK Connect SOUTHBOUND Flows (To 2 May 2025); Tech Selling in a Quiet Week

Q1 saw record quarterly inflows by SOUTHBOUND investors at HK$435bn, beating the previous 2021Q1 record by >HK$100bn. The first three weeks in April were HK$168bn. The next two weeks flat.
Two weeks ago saw SOEs sold quite heavily in somewhat weaker volume. This past week saw only 3 days of SOUTHBOUND trading and saw net selling of big internet names.
This week threatens to be quiet as well, as tariff news moves away from China for a little while, and towards foreign auto exporters, Canada, Mexico, and “trade frameworks.”

Gold Road (GOR AU): Gold Fields (GFI SJ) Attractive Scheme Offer

Gold Road Resources (GOR AU) has entered a scheme with Gold Fields Ltd (GFI SJ). The consideration is A$2.52 cash + value per share of Northern Star Resources (NST AU) stake.
The proposal is a logical consolidation to eliminate dissynergies between the JV partners. The offer is attractive compared to peer multiples, precedent transactions and historical trading ranges.
The vote is low-risk, with irrevocables representing 7.51% of the outstanding shares. At the last close and for an early October payment, the gross/annualised spread was 4.1%/10.0%.

A/H Premium Tracker (To 2 May 2025): AH Premia Fall Small; Spread Torsion Provides Continued Alpha

A quiet week as most indices – HK and mainland – saw performance hover around zero for the three days both were open at the start of the week.
For a couple of months I’ve thought warning signs were flashing and spreads could widen. Widening has paused. I am not comfortable it will remain paused or Hs will outperform.
The Quiddity Portfolio is pretty hunkered down and nearly flat H/A risk. But benefits from spread torsion (wider spreads coming in, small premia widening). Alpha good again this week.

Smartpay (SPY NZ/SMP AU) Enters Exclusivity With Shift4 (?) As Tyro Walks

On the 17th March, eftpos terminal provider Smartpay (SPY NZ/SMP AU) announced the receipt of two NBIOs
One from Tyro (TYR AU) (@ NZ$1.00/share) and one from a third party (believed to be Shift4 (FOUR US)). Both parties were granted a limited period of commercial due diligence.
After Shift4 (if indeed them) bumped terms to NZ$1.20/share/A$1.12/share, it was granted exclusivity on the 2nd May. Tyro has now walked.

Selected European HoldCos and DLC: April 2025 Report

Discounts to NAV of covered holdcos mainly widened during April. CF Alba was delisted following conclusion of the takeover acceptance period. Discounts: GBL, 35.3% as of 2 May (vs. 37.6%);
Heineken Holding, 12.3% (vs. 11.2%); Industrivärden C, 9.1% (vs. 2.9%); Investor B, 5.8% (vs. 4.2%); Porsche Automobile Holding, 29.2% (vs. 31.9%); Rio DLC 25.8% (vs. 21.7%); Vivendi 40% (vs. 40.1%).
What seems interesting (unchanged views): Porsche SE vs. listed assets and the Rio DLC (long RIO LN/short RIO AU).

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May 05

Daily Brief Event-Driven: Smartpay (SPY NZ/SMP AU): Three Is No Crowd as a Third Bid Lands at NZ$1.20 and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Smartpay (SPY NZ/SMP AU): Three Is No Crowd as a Third Bid Lands at NZ$1.20
Weekly Deals Digest (04 May) – Toyota Industries, Shibaura, Dickson, HKBN, Meilan Airport, Soundwill
Merger Arb Mondays (05 May) – Makino, Shibaura, 7&I, Dickson, Meilan, Soundwill, Smartpay, Pointsbet
Crude Awakening: Shell’s Possible Bid to Refine BP’s Future
Weekly Update (LION, STRZ, GTX, LBTYA, WDC)

Smartpay (SPY NZ/SMP AU): Three Is No Crowd as a Third Bid Lands at NZ$1.20

On 2 May, Smartpay Holdings (SPY NZ) disclosed receiving a third non-binding scheme proposal from another international strategic at NZ$1.20 (A$1.12), 20% premium to the Tyro Payments (TYR AU) offer.
Smartpay previously disclosed a NZ$1.00 cash/scrip bid from Tyro and an undisclosed offer from an international strategic (rumoured to be Shift4 Payments (FOUR US)).
Smartpay was susceptible to bids due to the RBA’s surcharge review, but the shareholder structure necessitates an attractive offer. The NZ$1.20 offer is attractive.

Weekly Deals Digest (04 May) – Toyota Industries, Shibaura, Dickson, HKBN, Meilan Airport, Soundwill

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: Contemporary Amperex Technology (CATL) (300750 CH) is set to launch an H Share listing to raise US$5 billion.
Event-Driven developments: Toyota Industries (6201 JP), Shibaura Electronics (6957 JP), Dickson Concepts Intl (113 HK), HKBN Ltd (1310 HK), Hainan Meilan International Airport (357 HK), Soundwill Holdings (878 HK).

Merger Arb Mondays (05 May) – Makino, Shibaura, 7&I, Dickson, Meilan, Soundwill, Smartpay, Pointsbet

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: Smartpay Holdings (SPY NZ), Insignia Financial (IFL AU), ENN Energy (2688 HK), Oneconnect Financial Technology (6638 HK), Seven & I Holdings (3382 JP), Smart Share Global (EM US).
Lowest spreads: Bright Smart Securities And (1428 HK), Shibaura Electronics (6957 JP), Abacus Storage King (ASK AU), Makino Milling Machine Co (6135 JP), Sinarmas Land (SML SP).

Crude Awakening: Shell’s Possible Bid to Refine BP’s Future

Shell–BP deal offers strong industrial logic, with $70B in synergies justifying a 40–50% premium while delivering robust EPS accretion and strategic energy transition alignment.
Regulatory hurdles are real but manageable, with anticipated divestitures in UK/EU fuel retail and limited structural issues in the U.S.
Multiple financing structures are viable; a 60/40 cash-stock mix preserves leverage discipline, limits dilution, and enhances deal feasibility from a risk-arb perspective.

Weekly Update (LION, STRZ, GTX, LBTYA, WDC)

By Richard Howe

S&P Global (SPGI) announced on April 29, 2025, its intention to spin off its Mobility division into a standalone publicly traded company.
This strategic move aims to streamline operations and allow S&P Global to concentrate on its core businesses: Market Intelligence, Ratings, Commodity Insights, and Dow Jones Indices.
The Mobility division, which provides data and analytics to the automotive industry, generated $1.6 billion in revenue in fiscal year 2024, marking an 8% year-over-year increase.

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May 04

Daily Brief Event-Driven: Last Week in Event SPACE: Toyota and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Last Week in Event SPACE: Toyota, Rio Tinto, Hainan Meilan, Fujitsu General
(Mostly) Asia-Pac M&A: Ainsworth Game, Bright Smart, PointsBet, Dickson Concepts, Canvest, Shibaura

Last Week in Event SPACE: Toyota, Rio Tinto, Hainan Meilan, Fujitsu General

Toyota Chair TOYODA made a proposal to take over Toyota Industries (6201 JP), not because he loves forklifts etc; but an opportunistic way to buy a large block of Toyota.
Rio Tinto Ltd (RIO AU) shareholders voted down Palliser’s proposal to review its dual-company structure. That was the right outcome.
Hainan Meilan (357 HK)‘s H-share Offer price of HK$10.62/share is not compelling; but it’s not meant to be, as the SPA Buyer and Seller are ultimately controlled by Hainan SASAC.

(Mostly) Asia-Pac M&A: Ainsworth Game, Bright Smart, PointsBet, Dickson Concepts, Canvest, Shibaura

I tally 49 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
Four new deals discussed on Smartkarma this week: Ainsworth Game (AGI AU), Bright Smart Securities (1428 HK), Hainan Meilan International Airport (357 HK), and of course, Toyota Industries (6201 JP).
Key updates/news took place on: PointsBet Holdings (PBH AU), Gold Road Resources (GOR AU), Dickson Concepts Intl (113 HK), Canvest Environmental Protection Group (1381 HK), and Shibaura Electronics (6957 JP).

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May 03

Daily Brief Event-Driven: StubWorld: On Valuing Toyota Industries (6201)’s Stub Ops and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

StubWorld: On Valuing Toyota Industries (6201)’s Stub Ops
[Alert] Buy Lionsgate Entertainment
Analyzing Active Quick Pitches: Takeovers, Tender Offers, Strategic Reviews and More
KRON Acquisition by Kevin Tang: Analyzing the CVR Structure and Potential Shareholder Value Outcomes
Strategic Reviews, Company Sales, and Litigation: Analyzing Active Portfolio Ideas
Weekly Financial Insights: KRON Buyout, SAGE Earnings, BOOM Performance and More

StubWorld: On Valuing Toyota Industries (6201)’s Stub Ops

Yes, I agree with Travis Lundy that the ¥6tn headline price tag for Toyota Industries (6201 JP) backs out a ~6x forward EBITDA for the unlisted stub ops.
Preceding my comments on the Toyota 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%.

[Alert] Buy Lionsgate Entertainment

By Richard Howe

On a sum-of-the-parts basis, LION and STRZ are worth significantly more than is reflected in LGF.A’s stock price.
At the close today, investors could buy 1 share of Lionsgate Entertainment (LGF.A) for $8.90. On May 6, that investor will receive 1.12 shares of LION and 1.12 shares of STRZ.
I estimate LION is worth $11 and STRZ is worth $1.71. As such, it looks like there is ~60% upside

Analyzing Active Quick Pitches: Takeovers, Tender Offers, Strategic Reviews and More

Theratechnologies (THTX) received takeover offers from Future Pak, with a $3.51/share cash offer plus a CVR worth $0.99/share.
Naturgy Energy Group (NTGY:MC) plans to repurchase 9% of shares at €26.5/share, with priority for tenders below 375 shares.
Lensar (LNSR) is being acquired by Alcon for $14/share cash plus a CVR worth up to $2.75/share.

KRON Acquisition by Kevin Tang: Analyzing the CVR Structure and Potential Shareholder Value Outcomes

KRON is being acquired at $0.57/share plus a CVR, below expected net cash of $1/share.
The CVR includes four components, with the “Additional Closing Net Cash” being the primary potential value source.
Management’s 27% ownership suggests deal approval, despite potential risks and uncertainties in CVR payout assumptions.

Strategic Reviews, Company Sales, and Litigation: Analyzing Active Portfolio Ideas

Lifeway Foods is likely to be sold to Danone, with a potential 14%+ upside, following board changes.
Sage Therapeutics rejected Biogen’s offer, initiating a strategic review, indicating potential for a higher acquisition premium.
Liquidia’s patent lawsuit win enables drug commercialization, expected to gain market share and significantly increase valuation.

Weekly Financial Insights: KRON Buyout, SAGE Earnings, BOOM Performance and More

Kronos Bio (KRON) signed an acquisition agreement at $0.57/share plus a CVR, below expected net cash value.
Sage Therapeutics (SAGE) reported Q1 revenue growth, ongoing strategic review, and management urged to cut costs or sell.
DMC Global (BOOM) exceeded Q1 guidance but faces uncertain outlook due to tariffs and demand destruction.

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May 02

Daily Brief Event-Driven: Toyota Industries (6201) – Thinking About How To Value a ¥6trln Bid and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Toyota Industries (6201) – Thinking About How To Value a ¥6trln Bid
Shibaura Elec (6957) – Minebea Overbids Yageo’s Overbid of Minebea’s Overbid of Yageo – ¥5,500
Meilan Airport (357 HK): Possible Unconditional MGO at HK$10.62
Hainan Meilan Intl Airport (357 HK): Hainan SASAC’s Left/Right Pocket MGO
Shibaura Electronics (6957 JP): MinebeaMitsumi Outbids Yageo for a Second Time
Alpha Generation Through Share Buybacks in Korea: Bi-Monthly (March and April 2025)
Lee Myung-Hee Transfers All of Her 10.2% Stake In Shinsegae to Her Daughter Chung Yoo-Kyung
BBVA’s Hostile Offer for Sabadell Moves into Final Phase: The Catalan Conundrum
Starz RemainCo Deep Dive

Toyota Industries (6201) – Thinking About How To Value a ¥6trln Bid

Toyota Industries is a relatively complicated business. It owns lots of shares of Toyota and other companies. It has a financing business, and runs ¥500+bn of EBITDA.
As of 31 March 2025, the “Enterprise Value” of the Operating and Financing Business together was about ¥2.2trln. The “Asset Ownership Business” was at ¥2.8trln (1yr ago it was ¥4trln).
If you think buying the Operating Business at 6x EBITDA is appropriate, that means the Asset Ownership Business block buy gets done at 31-March-2025 prices. Worth thinking about.

Shibaura Elec (6957) – Minebea Overbids Yageo’s Overbid of Minebea’s Overbid of Yageo – ¥5,500

A Nikkei article today suggested Minebea Mitsumi (6479 JP) would overbid Yageo’s dramatic 20% overbid of Minebea’s early ¥4,500 overbid of Yageo’s initial ¥4,300 bid for Shibaura Electronics (6957 JP).
Now the news is out. MinebeaMitsumi has bid ¥5,500. Shibaura Electronics has endorsed. This is bang-in-line with the expected path. The question is now YAGEO’s overbid, expected 7 May.
If I were YAGEO, I would wait for Shibaura’s earnings a couple of days later, then overbid by ¥100-150 and go for 35 days. There’s optionality there.

Meilan Airport (357 HK): Possible Unconditional MGO at HK$10.62

Haikou Meilan International Airport Company entered an SPA with Hainan Island Construction (600515 CH) to sell its Hainan Meilan International Airport (357 HK) 50.19% stake at RMB9.85 per share (HK$10.62).
The SPA completion requires several regulatory approvals, which are low-risk, particularly as Hainan SASAC is the largest shareholder of the offeror and the seller.
Under Rule 26.1 of the Takeovers Code, upon completion, the offeror will be required to make an unconditional mandatory cash offer at HK$10.62 per share. The MGO price is final.

Hainan Meilan Intl Airport (357 HK): Hainan SASAC’s Left/Right Pocket MGO

Hainan Meilan International Airport (357 HK) has announced a potential change of control, via the domestic shares.
Haikou Meilan’s major shareholder, Hainan Airport Industrial, has entered into a SPA with Hainan Island (600515 CH) to sell its 50.19% stake, the completion of which triggers an unconditional MGO.
The H-share Offer price will be HK$10.62/share. That’s not compelling; but it’s not meant to be as Hainan Airport Industrial and Hainan Island Construction are ultimately controlled by Hainan SASAC.

Shibaura Electronics (6957 JP): MinebeaMitsumi Outbids Yageo for a Second Time

Minebea Mitsumi (6479 JP) has revised its tender offer for Shibaura Electronics (6957 JP) to JPY 5,500, representing a 1.9% premium over Yageo Corporation (2327 TT)’s JPY 5,400 hostile offer.
There are factors supporting Yageo again outbidding Minebea, and Yageo calling it quits. A revised Yageo could potentially touch JPY6,000, 40% higher than its first offer.
The shares are trading 7.1% above Minebea’s offer, factoring in a fair chunk of the upside from an ongoing bidding war. Take profits as risk/reward looks unattractive.

Alpha Generation Through Share Buybacks in Korea: Bi-Monthly (March and April 2025)

In this insight, we discuss the alpha generation through companies that announced share buybacks in the Korean stock market in March and April 2025.
There were 40 companies in the Korean stock market that announced share buybacks in the past two months. On average, the share buyback announcements represented 1.7% of outstanding shares.
Astute traders should put alert signals on share buyback announcements in Korea with more than 3% outstanding shares.

Lee Myung-Hee Transfers All of Her 10.2% Stake In Shinsegae to Her Daughter Chung Yoo-Kyung

On 30 April, Lee Myung-Hee (Chairwoman of Shinsegae Group) decided to transfer all of her 10.2% stake in Shinsegae (004170 KS) as a gift to her daughter Chung Yoo-Kyung.
After this gift, Chung Yoo-Kyung’s ownership in Shinsegae will rise from 18.95% to 29.16%.
We are positive on this share transfer of 10.2% stake in Shinsegae from mother (Lee Myung-Hee) to her daughter Chung Yoo-Kyung on the share price impact on Shinsegae.

BBVA’s Hostile Offer for Sabadell Moves into Final Phase: The Catalan Conundrum

CNMC approved BBVA’s bid with mild SME lending and branch access commitments. The offer now enters Phase 3, with government review and CNMV filing expected by late Q2 2025.
Sabadell shares trade 6.7% above the offer value, suggesting market expectation of an improved bid or deal failure. The gross spread is negative despite regulatory momentum.
BBVA’s CET1 would drop to 11.99% under current terms. It can raise the cash offer by €0.12–0.17/share and still stay above 11.5%, allowing room to improve the deal.

Starz RemainCo Deep Dive

By Richard Howe

Lions Gate Entertainment will spin off its 87.2% stake in its studio business (Lionsgate Studios, ticker “LION”) from its Starz media networks division, creating two independent public companies, on May 6, 2025.
The RemainCo will be named Starz and trade under the ticker STRZ.
Starz is a premium subscription video service that operates both a traditional premium cable channel and a modern streaming platform (OTT).

Before it’s here, it’s on Smartkarma

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✓ Company Data and News
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May 01

Daily Brief Event-Driven: Aisin (7259) – Executing the Capital Policy Side of Its MTMP – Big ¥120bn (8.8%) Buyback and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Aisin (7259) – Executing the Capital Policy Side of Its MTMP – Big ¥120bn (8.8%) Buyback
Soundwill Holdings (878 HK): Wide Spread Ahead of the 23 May Scheme Vote
(Mostly) Asia M&A, Apr 2025 Wrap: Toyota, Abacus Storage, Bright Smart, Fujitsu General, Topcon
Prime Delivery: Amazon’s Route to Outbid DoorDash for Deliveroo
Woongjin Is Buying Preed Life (Largest Funeral Service Company in Korea) Using LBO

Aisin (7259) – Executing the Capital Policy Side of Its MTMP – Big ¥120bn (8.8%) Buyback

Last Friday during market hours, Toyota Group member Aisin (7259 JP) announced earnings, guidance, its MTMP progress update, and a buyback.
Earnings were OK, all things considered. Guidance was disappointing, but tariff impact is real. The buyback headlines are huge (17%); reality is about half that given the stock price.
If they execute via TN-3 near-term, it just sets up the next one, but they may do 2/3 TN=3 and 1/3 market. There may be Toyota Industries factors involved.

Soundwill Holdings (878 HK): Wide Spread Ahead of the 23 May Scheme Vote

Soundwill Holdings (878 HK)’s IFA opines that the Foo family’s HK$8.50 offer is fair and reasonable. The vote is on 23 May.
Key conditions include approval by at least 75% of independent shareholders (<10% of independent shareholders’ rejection) and a headcount test. No shareholder holds a blocking stake.
The offer is attractive compared to historical trading ranges. The vote risk is low. At the current price and for a June 11 payment, the gross/annualised spread is 4.3%/44.0%.

(Mostly) Asia M&A, Apr 2025 Wrap: Toyota, Abacus Storage, Bright Smart, Fujitsu General, Topcon

For April 2025, 9 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$6bn. Not including Toyota Industries (6201 JP)‘s potential Offer.
The average premium for the new transactions announced (or first discussed) in April was ~46%, with a year-to-date average of 53%.
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%.

Prime Delivery: Amazon’s Route to Outbid DoorDash for Deliveroo

Amazon is positioned to outbid DoorDash with a 200–222p/share offer, implying a valuation based on 12.8–14.0x EV/NTM EBITDA, aligning with trade buyer precedent multiples.
While Amazon’s strategic fit is stronger, regulatory scrutiny from the UK CMA presents material timing and execution risks, likely pushing deal closure into Q1–Q2 2026.
Deliveroo shareholders face a trade-off: faster liquidity at 180p via DoorDash, or 10–23% upside with Amazon at the cost of longer timelines and political uncertainty. Long ROO LN.

Woongjin Is Buying Preed Life (Largest Funeral Service Company in Korea) Using LBO

Woongjin Co Ltd (016880 KS) (through its subsidiary WJ Life Holdings) is buying the controlling interest in Preed Life (largest funeral service company in Korea) using LBO (leveraged buyout).
Preed Life is the number one player in the funeral service provider industry in Korea. It has excellent financials and it has done an excellent job of consolidating this industry.
All in all, we like this acquisition of Preed Life by Woongjin using LBO. Preed Life has stable cash flow generation and strong growth in sales and profits.

Before it’s here, it’s on Smartkarma

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

Apr 30

Daily Brief Event-Driven: Poon’s Underpriced Takeover. Minorities Deserve Better and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Poon’s Underpriced Takeover. Minorities Deserve Better
Betr’s “Superior Offer” For PointsBet (PBH AU) Is Questionable
Dickson Concepts (113 HK): Sir Poon’s Scheme Offer Below Net Cash
Fujitsu General (6755) – Deal Starts Early, Trades Tight – Done Deal
Soundwill Holdings (878 HK): 23rd May Vote On Founder’s Offer
PointsBet (PBH AU): Betr (BBT AU) Returns with Financing, a Blocking Stake, and Dubious Assumptions
Overhang on KDB’s Sell Down of Its 19.5% Stake in Hanwha Ocean
Fonterra (FCG NZ)’s Consumer Ops Spin-Off (Potentially) Stumbles
Crude Realities: Risk and Reward in the Wood Group Offer
A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS

Poon’s Underpriced Takeover. Minorities Deserve Better

Dickson Concepts (113 HK) (DC)’s Chairman, Dickson Poon (& relatives), holding 61.98%, have tabled an Offer by way of a Scheme for shares not held, at HK$7.20/share (best & final).
That compares to DC’s net cash (as at 30 Sept 2024) of HK$7.44/share. Plus financial assets comprise an additional ~HK$2.16/share.
The IFA will cite liquidity and DC’s historical discount to NAV, and opine “reasonable”, and perhaps even “fair”. It is neither. Minorities should vote this down. But probably won’t …

Betr’s “Superior Offer” For PointsBet (PBH AU) Is Questionable

On the 26th Feb 2025, PointsBet (PBH AU), an Australian/Canadian online wagering platform, entered into a Scheme Implementation Deed with Mixi (2121 JP) at A$1.06/share, a 27.7% premium to undisturbed.
PointsBet rebuffed key (smaller) rival Betr Entertainment (BBT AU)‘s (previously known as BlueBet) ostensibly higher non-binding cash/scrip; and refuted Betr’s claim that it’s Offer was fully funded.
Betr has returned with, what appears to be, an all cash offer of A$1.20/share, fully-funded/underwritten. Betr’s Offer still requires confirmatory due diligence. Importantly, Betr has also acquired a 19.9% stake.

Dickson Concepts (113 HK): Sir Poon’s Scheme Offer Below Net Cash

Dickson Concepts Intl (113 HK) disclosed a Bermuda scheme offer from the controlling shareholder (Sir Poon) at HK$7.20, a 50.6% premium to the last close price.
The offer is final. While the offer represents an all-time high and is attractive compared to historical trading ranges, it is below net cash.
No disinterested shareholder holds a blocking stake, and retail seems supportive (lowering the risk of the headcount test). The offer, while light, will likely succeed.

Fujitsu General (6755) – Deal Starts Early, Trades Tight – Done Deal

The Paloma-Rheem Tender Offer for Fujitsu General (6755 JP) was expected to start in early July but is starting 10 weeks earlier. Big win for arbs.
This was going to be a done deal. It didn’t trade rich to terms and it’s tough to see why activists would push when they haven’t pushed for years.
The deal is now trading tight. Long arbs should probably re-allocate. Those hiding their beta here should hide their beta elsewhere.

Soundwill Holdings (878 HK): 23rd May Vote On Founder’s Offer

On the 7th March, small-cap property developer Soundwill (878 HK) announced an Offer from Grace Foo (ED) and her family, controlling 74.97% of shares out, by way of a Scheme.
The Offer Price of $8.50/share, including a $1.00/share dividend, was a 62.84% premium to undisturbed. But a 87.66% discount to the (then) most recent NAV. Terms were final.
The Scheme Doc is now out, with a Court Meeting on the 23rd May, and payment on or before the 11th June. The IFA (Altus Capital) says “fair & reasonable”.

PointsBet (PBH AU): Betr (BBT AU) Returns with Financing, a Blocking Stake, and Dubious Assumptions

BETR Entertainment (BBT AU) has returned with a non-binding proposal for PointsBet Holdings (PBH AU), which it claims is worth A$1.20 to A$1.50+ per PBH share.
Betr has also acquired a 19.9% stake, which can effectively block Mixi Inc (2121 JP)’s A$1.06 scheme offer. Betr’s offer is higher primarily due to questionable assumptions in the presentation.
Betr has secured over A$260 million in cash funding. Mixi can either let the scheme fail or switch to an off-market takeover offer.

Overhang on KDB’s Sell Down of Its 19.5% Stake in Hanwha Ocean

Korea Development Bank (KDB) is capitalizing on the huge share price appreciation of Hanwha Ocean (042660 KS) to sell some of its stake in the company through block deal sales.
KDB plans to sell its 19.5% stake in Hanwha Ocean. However, the initial block deal sale will be for about 13 million shares (4.3% of outstanding shares).
Hanwha Ocean’s lofty valuations are difficult to justify. As KDB is getting ready to sell more shares, this could cause further overhang on its shares over the next 3-6 months.

Fonterra (FCG NZ)’s Consumer Ops Spin-Off (Potentially) Stumbles

On the 16th May 2024, dairy co-operative Fonterra (FCG NZ) announced a possible partial/full divestment of its global Consumer business, in addition to its Oceania and Sri Lanka integrated businesses.
Last November, Fonterra said it would proceed with the sale process of these business, via a trade dale or IPO. Market valuations were upward of NZ$4bn for the “Mainland Group”.
However, the spin-off hit a snag after a NSW court ruled Fonterra may need to renegotiate a long-term branding agreement with Bega Cheese (BGA AU) should the divestment proceed.

Crude Realities: Risk and Reward in the Wood Group Offer

Sidara’s proposal, Board support, and advanced due diligence underpin a credible path to deal completion, despite market volatility and suspension risks temporarily depressing Wood Group’s trading price.
Investors entering at distressed levels around 17.89p enjoy a highly favorable risk-reward skew, with potential upside of 95% against manageable downside risks if the transaction ultimately collapses.
Existing holders at 26.1p face a more binary outcome, but strategic intent, historical precedents, and Sidara’s prior investment case suggest maintaining exposure through the critical May 15 decision point.

A Wealth of Moves: Mediobanca Bets on Banca Generali Strength to Outflank BMPS