Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

HK Type 4 license through Ballingal Investment Advisors Ltd. ("BIA" or "BIAL")

BACKGROUND
I have 20+yrs experience in Asia doing alternative strategies (i.e. non-delta1 non long-only) in fixed income, equity derivatives, and activist/catalyst/event-driven and long-short equity strategies with most of that time spent managing money. 

4 years in fixed income macro, 8 years running internal hedge fund and 4yrs investment banking at Citi in Japan, 3 years running an Asia multi-strat portfolio at a hedge fund, 4+yrs as an independent special situations analyst.

Pan-Asia Catalysts/Events

Smartkarma’s Week That Was in JP/​​​KR: Photo Sessions on Mt. Baektu, Samsung C&T, and Asahi Intecc

Smartkarma’s Week that Was in JP/​KR: King Street Vs. Toshiba, Korea's Donki, and SKT Split

Smartkarma’s Week that Was in JP/ KR: Donki Uny-Fied, Lots of Lotte, Softbank and Isetan Mitsukoshi

ADEKA Partial TOB for Nihon Nohyaku (4997 JP) : Part I

Adeka Partial TOB for Nihon Nohyaku: LT Fundamentals for These Strong Niche Players Are Good

ADEKA Partial TOB for Nihon Nohyaku: The Arb Grids

Quiddity Advisors

Event-Driven

Overnight, <a href="https://www.smartkarma.com/entities/3122" target="_blank" data-smartkarma-citation="entities:3122:1">Adeka Corp (4401 JP)</a>'s Tender Offer for Shares of <a href="https://www.smartkarma.com/entities/17345" target="_blank" data-smartkarma-citation="entities:17345:1">Nihon Nohyaku (4997 JP)</a> and NichiNoh's planned subsequent issuance of shares which would take ADEKA to 51% has run into a spot of controversy. ADEKA currently owns 16.176mm shares or 23.1% of the 70mm shares outstanding. The plan was to buy UP TO 12.056mm shares taking them to 40.33%, then purchasing an extra number of shares of 11.94mm shares or more which would get them to 51%, on the condition that the minimum share purchase in the Tender Offer (7.668mm shares) was effected.US investment advisory firm Usonian Investments raised a complaint saying that ADEKA's bid to acquire a majority went against Japan's Corporate Governance Code as it treats shareholders unfairly. According to Bloomberg, Usonian said through a representative in Japan that ADEKA's deal does not provide shareholders with an equal opportunity to sell their stakes at a premium because the tender offer is of limited size.The issue is that the two-step transaction format can be used as a "loophole" allowing a would-be controlling acquirer to purchase the minimum number of shares required to get past the strictures of the "TOB Rules" (i.e. conducting a TOB to get from below one-third to above one-third), then rely on a third-party offering at a not-unfair price (a price at a discount of greater than 10% could, by precedent argument, be thought of as 有利発行 o advantageous issuance) rubber-stamped by the Board of Directors.This complaint deserves a little exploration. The company says "It's true that we are receiving opinions from shareholders... we will engage sincerely with all stock owners, including those shareholders."There is, of course, merit. And there are some solutions, helpfully thanks to the changes in the Companies Act which were effected April 1, 2015.But the Tender closes today, and next steps could be more complicated.

Overnight, Adeka Corp (4401 JP)'s Tender Offer for Shares of Nihon Nohyaku (4997 JP) and NichiNoh's planned subsequent issuance of shares which would take ADEKA to 51% has run into a spot of controversy. ADEKA currently owns 16.176mm shares or 23.1% of the 70mm shares outstanding. The plan was to buy UP TO 12.056mm shares taking them to 40.33%, then purchasing an extra number of shares of 11.94mm shares or more which would get them to 51%, on the condition that the minimum share purchase in the Tender Offer (7.668mm shares) was effected.US investment advisory firm Usonian Investments raised a complaint saying that ADEKA's bid to acquire a majority went against Japan's Corporate Governance Code as it treats shareholders unfairly. According to Bloomberg, Usonian said through a representative in Japan that ADEKA's deal does not provide shareholders with an equal opportunity to sell their stakes at a premium because the tender offer is of limited size.The issue is that the two-step transaction format can be used as a "loophole" allowing a would-be controlling acquirer to purchase the minimum number of shares required to get past the strictures of the "TOB Rules" (i.e. conducting a TOB to get from below one-third to above one-third), then rely on a third-party offering at a not-unfair price (a price at a discount of greater than 10% could, by precedent argument, be thought of as 有利発行 o advantageous issuance) rubber-stamped by the Board of Directors.This complaint deserves a little exploration. The company says "It's true that we are receiving opinions from shareholders... we will engage sincerely with all stock owners, including those shareholders."There is, of course, merit. And there are some solutions, helpfully thanks to the changes in the Companies Act which were effected April 1, 2015.But the Tender closes today, and next steps could be more complicated.

ADEKAによる日本農薬の経営権取得の提案が論争に巻き込まれる