Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Equity Capital Markets

SBI Shinsei Bank / Equity Capital Markets

SBI Shinsei Bank, Ltd. provides banking services including deposits, loans, and foreign exchange transaction, as well as investment trust service and issuance of long-term bonds.

<ul>
<li>The <a href="https://www.smartkarma.com/entities/sbi-shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">SBI Shinsei Bank (8303 JP)</a> IPO is due to be priced on 8 December and start trading on 17 December 2025.</li>
<li>I have been reluctant to write because of my general lack of excitement regarding the IPO and its after-market prospects. It is, as a friend says, "neither here nor there."</li>
<li>But as the bank was my High Conviction Long trade for <a href="https://www.smartkarma.com/insights/2021-high-conviction-shinsei-bank" target="_blank" rel="noopener">2021</a>, <a href="https://www.smartkarma.com/insights/2022-high-conviction-shinsei-bank" target="_blank" rel="noopener">2022</a>, and <a href="https://www.smartkarma.com/insights/2023-high-conviction-sbi-shinsei-bank-8303-jp-still-reading-between-the-lines" target="_blank" rel="noopener">2023</a> and I wrote about the events in the interim, I thought I should opine.</li>
</ul>


The SBI Shinsei Bank (8303 JP) IPO is due to be priced on 8 December and start trading on 17 December 2025.
I have been reluctant to write because of my general lack of excitement regarding the IPO and its after-market prospects. It is, as a friend says, "neither here nor there."
But as the bank was my High Conviction Long trade for 2021, 2022, and 2023 and I wrote about the events in the interim, I thought I should opine.


[Japan IPO] The SBI Shinsei Bank (8303 JP) IPO; Cosmetically Pretty, Otherwise Meh

Event-Driven

TSURUHA HOLDINGS INC. is a holding company which manages subsidiaries that operate drug stores in Hokkaido and the Tohoku area.  The Company's product line includes drugs, cosmetics, and household utensils.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> had been planning to release a Medium Term Management Plan this month BUT stock prices are higher, goodwill effects changed, so they announced a "<a href="https://files.microcms-assets.io/assets/9cc6c4957a514b11b1d7cdc6bd2fec67/a6dd20c2f33441b4b5e595bb5e9f6293/20251201_vision_en.pdf" target="_blank" rel="noopener">Vision</a>" instead. </li>
<li>Today post-close, <a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> announced its Partial Tender Offer on TSURUHA (<a href="https://www.aeon.info/wp-content/uploads/news/pdf/2025/12/251202R_1.pdf" target="_blank" rel="noopener">Japanese</a>) at ¥2,900/share. Slightly lower than hoped. Much better than before. </li>
<li>AEON obviously <em>really</em> did not want to bump, but they did, considering synergies and the desire to consummate the deal. The Tender Offer shrinks so minimum pro-ration is lower. </li>
</ul>



Tsuruha Holdings (3391 JP) had been planning to release a Medium Term Management Plan this month BUT stock prices are higher, goodwill effects changed, so they announced a "Vision" instead. 
Today post-close, Aeon Co Ltd (8267 JP) announced its Partial Tender Offer on TSURUHA (Japanese) at ¥2,900/share. Slightly lower than hoped. Much better than before. 
AEON obviously really did not want to bump, but they did, considering synergies and the desire to consummate the deal. The Tender Offer shrinks so minimum pro-ration is lower. 


[Japan Partial Tender] AEON (8267) Partial Offer for TSURUHA (3391) Announced at ¥2,900/Share

<ul>
<li>Today, post-close of its first day of trading as MergeCo, <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> announced 12 different investors who had voted against the deal <a href="https://contents.xj-storage.jp/xcontents/AS70521/6d292fee/db4e/4ae0/8c87/a9cfe14bbd50/140120251201512689.pdf" target="_blank" rel="noopener">filed for dissenting shareholder share repurchase</a>.</li>
<li>This covers 27.154mm shares - a bit more than what Orbis owned when they last filed (25.5mm shs) and is just over half the AGM dissension.</li>
<li>This creates some weirdness. A 5+% buyback is strong accretion, but "fair price" is a question, and it could mean smaller tender offer quantity and larger eventual index selldowns.</li>
</ul>


Today, post-close of its first day of trading as MergeCo, Tsuruha Holdings (3391 JP) announced 12 different investors who had voted against the deal filed for dissenting shareholder share repurchase.
This covers 27.154mm shares - a bit more than what Orbis owned when they last filed (25.5mm shs) and is just over half the AGM dissension.
This creates some weirdness. A 5+% buyback is strong accretion, but "fair price" is a question, and it could mean smaller tender offer quantity and larger eventual index selldowns.


[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

TOYOTA INDUSTRIES CORPORATION, a member of the Toyota Motor Group, assembles motor vehicles and manufactures automotive parts such as engines and air conditioner compressors.  The Company also produces industrial equipment and textile machinery as well as electronic devices such as computer modems and power inverters.

<ul>
<li>In April there was a story suggesting Toyota Group would buy out <a href="https://www.smartkarma.com/entities/toyota-industries-corp" target="_blank" data-smartkarma-citation="entities:4500:1" rel="noopener">Toyota Industries (6201 JP)</a>. In June, they announced a deal. It was a BAD DEAL.  </li>
<li>The price was low, but it was BAD governance because it was the WRONG DEAL. TICO's Board declared a valuation fair for a deal not announced, ignoring the ACTUAL DEAL.</li>
<li>The valuation? Assumed no changes to the business. Actual deal? Sell 90+% of net assets driving 50% of net income, buy back 24+% of shares at discount. </li>
</ul>


In April there was a story suggesting Toyota Group would buy out Toyota Industries (6201 JP). In June, they announced a deal. It was a BAD DEAL.  
The price was low, but it was BAD governance because it was the WRONG DEAL. TICO's Board declared a valuation fair for a deal not announced, ignoring the ACTUAL DEAL.
The valuation? Assumed no changes to the business. Actual deal? Sell 90+% of net assets driving 50% of net income, buy back 24+% of shares at discount. 


[Japan M&A] Toyota Inds (6201) - Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+

CANON ELECTRONICS INC. produces camera units, magnetic heads, and office machinery.  The products include magnetic heads for OA (Office Automation) equipment, document scanners, document recorders, micrographics, and laser printers.

<ul>
<li>Friday post-close, parent <a href="https://www.smartkarma.com/entities/canon-inc" target="_blank" data-smartkarma-citation="entities:1:1" rel="noopener">Canon Inc (7751 JP)</a> announced a buyout of subsidiary <a href="https://www.smartkarma.com/entities/canon-electronics-inc" target="_blank" data-smartkarma-citation="entities:20493:1" rel="noopener">Canon Electronics (7739 JP)</a>. The ¥3,650/share offer is supported and recommended (to shareholders) by Target Co management. </li>
<li>This is the least surprising of parent-subsidiary buyout situations, but it took some time. I expect there are some funds already long a basket of these, including this one.</li>
<li>This is not a very fair procedure. The result is therefore, unfair. And no synergies to boot. But it is a 30+% premium to last, and Canon already owns 55%.</li>
</ul>


Friday post-close, parent Canon Inc (7751 JP) announced a buyout of subsidiary Canon Electronics (7739 JP). The ¥3,650/share offer is supported and recommended (to shareholders) by Target Co management. 
This is the least surprising of parent-subsidiary buyout situations, but it took some time. I expect there are some funds already long a basket of these, including this one.
This is not a very fair procedure. The result is therefore, unfair. And no synergies to boot. But it is a 30+% premium to last, and Canon already owns 55%.


[Japan M&A] ParentCo Finally Buys Out Canon Elec (7739 JP) - OK Premium, Meh Process, No Synergies

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.

Travis Lundy
Pan-Asia Catalysts/Events
• Quiddity Advisors

[Japan IPO] The SBI Shinsei Bank (8303 JP) IPO; Cosmetically Pretty, Otherwise Meh

The SBI Shinsei Bank IPO at north of book comes only 2 years post-squeezeout at half of book. It was a big trade for SBI but they need to sell...

Travis Lundy

[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

Tsuruha announced 5+% of shares asked for appraisal rights. That means a 5+% buyback at price TBD. It might be at the Tender Price. Technicals are...

Travis Lundy

[Japan M&A] Toyota Inds (6201) - Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+

The TICO buyout proposed by Toyota Fudosan in June was an elegant and greedy structure for the buyer, but inappropriate for TICO shareholders. It...

Travis Lundy

[Japan M&A] ParentCo Finally Buys Out Canon Elec (7739 JP) - OK Premium, Meh Process, No Synergies

Canon is taking out minorities in Canon Electronics. Not unexpected, or rather, it was expected at some point (the TSE/govt want dual listings to...

Travis Lundy

[Japan IPO] The SBI Shinsei Bank (8303 JP) IPO; Cosmetically Pretty, Otherwise Meh

The SBI Shinsei Bank IPO at north of book comes only 2 years post-squeezeout at half of book. It was a big trade for SBI but they need to sell...

Travis Lundy

[Japan Partial Tender] AEON (8267) Partial Offer for TSURUHA (3391) Announced at ¥2,900/Share

AEON announced the TSURUHA Tender Offer at a revised price of ¥2,900. They really did not want to bump but that was childish. Smaller Tender but 6%...

Travis Lundy

[Japan M&A] Possible Partial TSURUHA (3391 JP) Tender Changes - More Accretion! Smaller Tender?

Tsuruha announced 5+% of shares asked for appraisal rights. That means a 5+% buyback at price TBD. It might be at the Tender Price. Technicals are...

Travis Lundy

[Japan M&A] Toyota Inds (6201) - Process ALWAYS Bad, Price Bad To Worse; Easily Worth ¥20k+

The TICO buyout proposed by Toyota Fudosan in June was an elegant and greedy structure for the buyer, but inappropriate for TICO shareholders. It...

Travis Lundy

[Japan M&A] ParentCo Finally Buys Out Canon Elec (7739 JP) - OK Premium, Meh Process, No Synergies

Canon is taking out minorities in Canon Electronics. Not unexpected, or rather, it was expected at some point (the TSE/govt want dual listings to...

Travis Lundy