Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

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>On Friday, <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>, <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a>, and <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 the Tsuruha/Welcia merger and Partial Tender to get Aeon to 50+% of NEWCO.</li>
<li>The scrip ratio short-changes Tsuruha shareholders. The subsequent partial offer to raise Aeon's stake above 50% is low too. 9.7% shareholder Orbis is already out with a complaint.</li>
<li>But... all is not lost. There are some interesting angles here to complain. </li>
</ul>


On Friday, Tsuruha Holdings (3391 JP), Welcia Holdings (3141 JP), and Aeon Co Ltd (8267 JP) announced the Tsuruha/Welcia merger and Partial Tender to get Aeon to 50+% of NEWCO.
The scrip ratio short-changes Tsuruha shareholders. The subsequent partial offer to raise Aeon's stake above 50% is low too. 9.7% shareholder Orbis is already out with a complaint.
But... all is not lost. There are some interesting angles here to complain. 


Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

The TOPIX, also known as the Tokyo Stock Price Index, is a capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange. The index is supplemented by the subindices of the 33 industry sectors. The index calculation excludes temporary issues and preferred stocks, and has a base value of 100 as of January 4, 1968.

<ul>
<li>The key is whether the effectiveness of special committee can fairly guide MBO, but whether the independent outside directors are truly independent, properly informed, and skilled is an important assumption.</li>
<li>Since companies with high foreign shareholdings generally have higher corporate governance practices, there are concerns about practices in MBO cases for many companies that do not have high foreign shareholdings.</li>
<li>When a company whose “goal is IPO” conducts MBO when the stock price is lower than at IPO, there are concerns about whether the special committee will guide MBO fairly.</li>
</ul>


The key is whether the effectiveness of special committee can fairly guide MBO, but whether the independent outside directors are truly independent, properly informed, and skilled is an important assumption.
Since companies with high foreign shareholdings generally have higher corporate governance practices, there are concerns about practices in MBO cases for many companies that do not have high foreign shareholdings.
When a company whose “goal is IPO” conducts MBO when the stock price is lower than at IPO, there are concerns about whether the special committee will guide MBO fairly.


Effectiveness of MBO Special Committee Is Linked to Effectiveness of Independent Directors

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

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.

Shandong Fengxiang Co.,Ltd manufactures and processes poultry meat products. The Company processes, exports, and distributes poultry, chickens, and meats products. Shandong Fengxiang markets its products primarily throughout China with limited overseas.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/shandong-fengxiang-co-ltd-h" target="_blank" data-smartkarma-citation="entities:29164:1" rel="noopener">Shandong Fengxiang (9977 HK)</a> has disclosed a preconditional privatisation offer from PAG, the controlling shareholder, at HK$2.00 per H share, a 33.3% premium to the undisturbed price.  </li>
<li>The precondition relates to regulatory approvals. The key conditions for the privatisation will be approval by at least 75% independent H Shareholders (&lt;10% of all independent H Shareholders rejection). </li>
<li>The shareholders with blocking stakes which have not provided irrevocables will likely be supportive as the offer is reasonable and there is a potential scrip alternative. </li>
</ul>



Shandong Fengxiang (9977 HK) has disclosed a preconditional privatisation offer from PAG, the controlling shareholder, at HK$2.00 per H share, a 33.3% premium to the undisturbed price.  
The precondition relates to regulatory approvals. The key conditions for the privatisation will be approval by at least 75% independent H Shareholders (&lt;10% of all independent H Shareholders rejection). 
The shareholders with blocking stakes which have not provided irrevocables will likely be supportive as the offer is reasonable and there is a potential scrip alternative. 


Fengxiang (9977 HK): PAG’s Preconditional Privatisation Offer at HK$2.00

<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> and <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> announced a merger through a share exchange followed by a partial tender offer by Aeon for a 50.90% stake of the merged entity.</li>
<li>The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha shareholder vote is high risk as Orbis, the second-largest shareholder, <a href="https://www.businesswire.com/news/home/20250411005584/en/Orbis-Statement-on-Proposed-Merger-Between-Tsuruha-and-Welcia-and-Proposed-Tender-Offer-by-Aeon" target="_blank" rel="noopener">intends to vote NO</a>. </li>
<li>
<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>’s follow-up partial offer for Tsuruha is unattractive compared to its previous offer for the Oasis stake, peer multiples and premium to the undisturbed price.   </li>
</ul>



Tsuruha Holdings (3391 JP) and Welcia Holdings (3141 JP) announced a merger through a share exchange followed by a partial tender offer by Aeon for a 50.90% stake of the merged entity.
The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha shareholder vote is high risk as Orbis, the second-largest shareholder, intends to vote NO. 

Aeon Co Ltd (8267 JP)’s follow-up partial offer for Tsuruha is unattractive compared to its previous offer for the Oasis stake, peer multiples and premium to the undisturbed price.   


Tsuruha (3391 JP): Welcia (3141 JP) Share Exchange and Aeon (8267 JP) Partial Offer Unattractive

Head of Research, Krungthai XSpring

Waraporn Wiboonkanarak

Head of Research

A full service Thai brokerage

Krungthai XSpring

Krungthai XSpring is a full service broker. The company provides a wide range of investment services such as Securities Brokerage, Derivative Agent Business, Securities Borrowing and Lending, Securities Trading, Underwriting, Financial Advisory, Wealth Advisory, Private Fund Management and International Markets Securities Trading. 

In terms of credibility, Fitch Ratings has assigned Krunghtai XSpring a long-term rating of AA- and a national short-term rating of F1+ with stable outlook.

Equity Bottom-Up

CP ALL PCL operates convenience store chains in Thailand and China.  The Company also owns and operates the a department store chain located primarily in Shanghai city and Chonqing city of China.

<ul><li>The convenience store (CVS) business in 1Q25E is expected to post strong SSSG and a healthy GPM.</li><li>This is combined with CPAXT’s retail and wholesale segment, which should see the GPM increase YoY but decrease QoQ.</li><li>As a result, CPALL's core profit is expected to rise 11% YoY but decline 4% QoQ.</li></ul>

The convenience store (CVS) business in 1Q25E is expected to post strong SSSG and a healthy GPM.This is combined with CPAXT’s retail and wholesale segment, which should see the GPM increase YoY but decrease QoQ.As a result, CPALL's core profit is expected to rise 11% YoY but decline 4% QoQ.

CP All - Expect 1Q25E Core Profit Growth at 11% YoY and 4% QoQ

Consumer Staples
Insights in the Consumer Staples Space

Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

The Tsuruha/Welcia/Aeon deal was announced Friday with Welcia Q2 results. Not great Bob. The Tsuruha/Welcia deal takes place well on the wrong side...

Travis Lundy

Effectiveness of MBO Special Committee Is Linked to Effectiveness of Independent Directors

I would like to discuss the issues in the document ““TSE to Introduce New Rules for MBOs to Curb Management-Backed Takeovers,” which was released...

Metrical Inc

Fengxiang (9977 HK): PAG’s Preconditional Privatisation Offer at HK$2.00

The shareholders with blocking stakes which have not provided irrevocables will likely be supportive as the offer is reasonable and there is a...

Arun George

CP All - Expect 1Q25E Core Profit Growth at 11% YoY and 4% QoQ

The convenience store (CVS) business in 1Q25E is expected to post strong SSSG and a healthy GPM. This is combined with CPAXT’s retail and wholesale...

Krungthai XSpring

Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

The Tsuruha/Welcia/Aeon deal was announced Friday with Welcia Q2 results. Not great Bob. The Tsuruha/Welcia deal takes place well on the wrong side...

Travis Lundy

Effectiveness of MBO Special Committee Is Linked to Effectiveness of Independent Directors

I would like to discuss the issues in the document ““TSE to Introduce New Rules for MBOs to Curb Management-Backed Takeovers,” which was released...

Metrical Inc

Fengxiang (9977 HK): PAG’s Preconditional Privatisation Offer at HK$2.00

The shareholders with blocking stakes which have not provided irrevocables will likely be supportive as the offer is reasonable and there is a...

Arun George

Tsuruha (3391 JP): Welcia (3141 JP) Share Exchange and Aeon (8267 JP) Partial Offer Unattractive

Unsurprisingly, Orbis has opposed the transactions, as the terms of the share exchange and partial offer are unfavourable for Tsuruha shareholders....

Arun George

CP All - Expect 1Q25E Core Profit Growth at 11% YoY and 4% QoQ

The convenience store (CVS) business in 1Q25E is expected to post strong SSSG and a healthy GPM. This is combined with CPAXT’s retail and wholesale...

Krungthai XSpring