IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

TSI Holdings Company Ltd. manufactures men's and women's clothing, and retails women's clothing.  The Company produces and sells coats, dresses, suits, sweaters, shirts, skirts, and pants.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tsi-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:19259:1" rel="noopener">Tsi Holdings (3608 JP)</a> and <a href="https://www.smartkarma.com/entities/world-co-ltd" target="_blank" data-smartkarma-citation="entities:27437:1" rel="noopener">World Co Ltd (3612 JP)</a> will merge into INFINITY UNITED via a joint share transfer, with TSI holders receiving 0.8 new shares each (a 4.0% premium).</li>
<li>The ratio is broadly fair to TSI shareholders but leaves value on the table; its fairness depends on confidence in TSI’s FY27–28 recovery plan.</li>
<li>Both EGMs on 24 December should pass. The trade is long 1 TSI and short 0.8 World, yielding roughly 20% annualised before borrowing costs.</li>
</ul>



Tsi Holdings (3608 JP) and World Co Ltd (3612 JP) will merge into INFINITY UNITED via a joint share transfer, with TSI holders receiving 0.8 new shares each (a 4.0% premium).
The ratio is broadly fair to TSI shareholders but leaves value on the table; its fairness depends on confidence in TSI’s FY27–28 recovery plan.
Both EGMs on 24 December should pass. The trade is long 1 TSI and short 0.8 World, yielding roughly 20% annualised before borrowing costs.


TSI (3608 JP) And World (3612 JP) To Merge: Broadly Fair Terms for TSI, but Value Left on the Table

Kakaku.com, Inc provides price comparison services and products information through its website.  The Company also provides Internet advertising services.

<ul>
<li>EQT/DG raised its <a href="https://www.smartkarma.com/entities/kakaku-com-inc" target="_blank" data-smartkarma-citation="entities:7408:1" rel="noopener">Kakaku.com Inc (2371 JP)</a> offer by JPY1 to JPY3,682, extending the closing date to 28 October. The bump buys time as EQT/DG still lacks minimum acceptances.</li>
<li>Bain/LY's silence likely signals one decisive bump, ideally above JPY3,756 and towards the JPY3,923 DCF high end. But each idle extension gives Oasis and KDDI time to side with EQT/DG.</li>
<li>At JPY3,800, upside is limited (+2.2% to +3.2%) against a -3.1% base downside and a severe (low-probability) tail risk. Taking some money off the table is sensible.</li>
</ul>


EQT/DG raised its Kakaku.com Inc (2371 JP) offer by JPY1 to JPY3,682, extending the closing date to 28 October. The bump buys time as EQT/DG still lacks minimum acceptances.
Bain/LY's silence likely signals one decisive bump, ideally above JPY3,756 and towards the JPY3,923 DCF high end. But each idle extension gives Oasis and KDDI time to side with EQT/DG.
At JPY3,800, upside is limited (+2.2% to +3.2%) against a -3.1% base downside and a severe (low-probability) tail risk. Taking some money off the table is sensible.


Kakaku.com (2371 JP): Third JPY1 Bump, Same Stalemate, Limited Upside Left

Austal Limited is an emerging global defence prime contractor. The Group supplies vessel platforms such as the Littoral Combat Ship and the Joint High Speed Vessel to the United States Navy, an extensive range of patrol and auxiliary vessels to defence forces around the world, and installs and maintains military communications, radar and command and control systems.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/hanwha-ocean-co-ltd" target="_blank" data-smartkarma-citation="entities:12531:1" rel="noopener">Hanwha Ocean (042660 KS)</a> is now negotiating deal terms with <a href="https://www.smartkarma.com/entities/austal-ltd" target="_blank" data-smartkarma-citation="entities:14420:1" rel="noopener">Austal Ltd (ASB AU)</a> after substantially completing diligence, while Wildcat’s competing proposal remains at the non-binding dialogue stage.</li>
<li>Tax structuring advice and extended diligence signal a late-stage process, making a binding Hanwha offer materially more likely; price remains the key open question.</li>
<li>My revised SoTP values Austal at A$4.84–$6.97 per share, 17–69% above A$4.13. The gap reflects AUSA deal-completion risk plus a standalone Australasia scale discount — not fundamentals alone.</li>
</ul>



Hanwha Ocean (042660 KS) is now negotiating deal terms with Austal Ltd (ASB AU) after substantially completing diligence, while Wildcat’s competing proposal remains at the non-binding dialogue stage.
Tax structuring advice and extended diligence signal a late-stage process, making a binding Hanwha offer materially more likely; price remains the key open question.
My revised SoTP values Austal at A$4.84–$6.97 per share, 17–69% above A$4.13. The gap reflects AUSA deal-completion risk plus a standalone Australasia scale discount — not fundamentals alone.


Austal (ASB AU): Hanwha Pulls Ahead of Wildcat in the Race for Austal USA

RISO KYOIKU CO., LTD. operates cram schools (Juku) and provides academic tutoring and exam preparation on a one-on-one basis.  The Company's classes are primarily for elementary, junior, and high school students.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/riso-kyoiku-co-ltd" target="_blank" data-smartkarma-citation="entities:20848:1" rel="noopener">Riso Kyoiku (4714 JP)</a> announced a tender offer from <a href="https://www.smartkarma.com/entities/hulic-co-ltd" target="_blank" data-smartkarma-citation="entities:388:1" rel="noopener">Hulic Co Ltd (3003 JP)</a> at JPY295, a 37.2% premium to the last close of JPY215.</li>
<li>The offer is light, as it is below Hulic's 2024 offer and its IFA DCF midpoint. There was also no market check, and the committee's adviser is a related party.</li>
<li>However, the offer looks attractive as it is above the target IFA’s DCF midpoint and well above peer multiples. Completion looks likely, as only 22.2% of minorities need to tender.</li>
</ul>



Riso Kyoiku (4714 JP) announced a tender offer from Hulic Co Ltd (3003 JP) at JPY295, a 37.2% premium to the last close of JPY215.
The offer is light, as it is below Hulic's 2024 offer and its IFA DCF midpoint. There was also no market check, and the committee's adviser is a related party.
However, the offer looks attractive as it is above the target IFA’s DCF midpoint and well above peer multiples. Completion looks likely, as only 22.2% of minorities need to tender.


Riso Kyoiku (4714 JP): Weak Process, but Hulic’s JPY295 Offer Will Succeed

Z Fin Limited is a technology-driven enterprise focused on financial technology (FinTech) investment and management, having rebranded from a property-focused conglomerate. It invests in areas such as Artificial Intelligence, Web3 technologies, stablecoin regulatory regimes, and tokenization of Real-World Assets, while also providing financing and asset management services. The company was established in 1992 and is headquartered in Hong Kong.

<ul>
<li>Mr Yaping Ou's offer for <a href="https://www.smartkarma.com/entities/z-fin-limited" target="_blank" data-smartkarma-citation="entities:9999:1" rel="noopener">Z Fin (1168 HK)</a> is HK$6.60 and is final. The scheme document is now due on 30 October, and the gross spread is 35%.</li>
<li>The offer undervalues Z Fin. The ZA Global stake alone is worth about HK$10.2–10.5 per share. That means the offer values the rest of Z Fin at below zero.</li>
<li>Vote risk and payoff: If minority turnout matches the last AGM, about 5.3m votes against could block the scheme. That's less than past AGM dissent. The risk/reward is not compelling.</li>
</ul>


Mr Yaping Ou's offer for Z Fin (1168 HK) is HK$6.60 and is final. The scheme document is now due on 30 October, and the gross spread is 35%.
The offer undervalues Z Fin. The ZA Global stake alone is worth about HK$10.2–10.5 per share. That means the offer values the rest of Z Fin at below zero.
Vote risk and payoff: If minority turnout matches the last AGM, about 5.3m votes against could block the scheme. That's less than past AGM dissent. The risk/reward is not compelling.


Z Fin (1168 HK): A High Spread That Reflects Real Vote Risk

Arun has over 15 years’ experience covering the Technology sector. During this time, he has worked with technology start-ups and as an equity analyst in investment banks and independent research firms. He was formerly a Technology Analyst for Canaccord Genuity, Altium Securities, Espirito Santo Investment Bank, Noble Group and Clear Capital. He has a dual Master’s degree in Financial Engineering and Industrial and Operations Engineering from the University of Michigan. He obtained his Bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology, Bombay. He is also a CFA charterholder.

Arun George
IPOs and Catalysts/Events
• Global Equity Research Ltd

TSI (3608 JP) And World (3612 JP) To Merge: Broadly Fair Terms for TSI, but Value Left on the Table

TSI and World merge into INFINITY UNITED at 0.8x (4% premium). Terms are broadly fair to TSI; votes should pass. Long TSI/short 0.8 World yields...

Arun George

Kakaku.com (2371 JP): Third JPY1 Bump, Same Stalemate, Limited Upside Left

EQT/DG's JPY1 bump to JPY3,682 buys time, not a win. Bain/LY's silence likely signals one decisive bump. At JPY3,800, the risk/reward is not...

Arun George

Austal (ASB AU): Hanwha Pulls Ahead of Wildcat in the Race for Austal USA

Hanwha is negotiating terms and leads Wildcat for Austal USA; a binding offer looks likely. SoTP of A$4.84–6.97/sh implies 17–69% upside to A$4.13.

Arun George

Riso Kyoiku (4714 JP): Weak Process, but Hulic’s JPY295 Offer Will Succeed

The offer is below Hulic's 2024 price and its IFA's DCF midpoint, but above peer multiples. Only 22.2% minority acceptance needed, so likely to...

Arun George

Z Fin (1168 HK): A High Spread That Reflects Real Vote Risk

HK$6.60 final offer values Z Fin ex-ZA Global below zero. Scheme document due 30 Oct, gross spread 35%. The scheme vote is riskier than it looks;...

Arun George