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>Shareholder activism approaches include those seeking to resolve balance sheet issues, those targeting governance practices, those seeking to restructure business portfolios, and those seeking to improve business profitability.</li>
<li>In approaches that call for business strategy reform, shareholders may require the company to establish a special committee, including outside directors and outside experts, to discuss solutions to issues.</li>
<li>The discussions of “Strategy Committee” can significantly alter the shape of a company. Since few managers manage to evolve with changes in business environment, shareholder activism plays a significant role.</li>
</ul>


Shareholder activism approaches include those seeking to resolve balance sheet issues, those targeting governance practices, those seeking to restructure business portfolios, and those seeking to improve business profitability.
In approaches that call for business strategy reform, shareholders may require the company to establish a special committee, including outside directors and outside experts, to discuss solutions to issues.
The discussions of “Strategy Committee” can significantly alter the shape of a company. Since few managers manage to evolve with changes in business environment, shareholder activism plays a significant role.


Shareholder Activism Plays a Significant Role in Companies that Are Slow to Change

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.

Event-Driven

MACROMILL, INC. is a market research company utilizing Internet System. The Company collects and analyzes data and prepares research reports. MACROMILL also provides digital marketing solutions.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/macromill-inc" target="_blank" data-smartkarma-citation="entities:24026:1" rel="noopener">Macromill, Inc (3978 JP)</a> has recommended CVC’s tender offer at JPY1,150, a 40.1% premium to the last close.</li>
<li>While the offer is attractive compared to historical trading ranges, it is 41% below the IPO price and 11% below the midpoint IFA DCF valuation range. </li>
<li>The lack of an irrevocable, open shareholder register and large foreign institutions' shareholding increases the odds of activism to force a bump.  </li>
</ul>



Macromill, Inc (3978 JP) has recommended CVC’s tender offer at JPY1,150, a 40.1% premium to the last close.
While the offer is attractive compared to historical trading ranges, it is 41% below the IPO price and 11% below the midpoint IFA DCF valuation range. 
The lack of an irrevocable, open shareholder register and large foreign institutions' shareholding increases the odds of activism to force a bump.  


Macromill (3978 JP): CVC’s Light Tender Offer at JPY1,150 Begs for Activism

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Today, CVC announced a deal to buy out <a href="https://www.smartkarma.com/entities/macromill-inc" target="_blank" data-smartkarma-citation="entities:24026:1" rel="noopener">Macromill, Inc (3978 JP)</a>. It is agreed and supported by management and the Board. </li>
<li>The shareholder register on this stock is wide open. It is not burdened by crossholders. It IS burdened by 7 large active holders who have 55%. </li>
<li>Those holders may complain about the process, the transparency, and the low price. This could be a target for an activist or a strategic overbidder.</li>
</ul>


Today, CVC announced a deal to buy out Macromill, Inc (3978 JP). It is agreed and supported by management and the Board. 
The shareholder register on this stock is wide open. It is not burdened by crossholders. It IS burdened by 7 large active holders who have 55%. 
Those holders may complain about the process, the transparency, and the low price. This could be a target for an activist or a strategic overbidder.


CVC Offers ¥1150 for Macromill (3978) - Wrong Price, Wrong Register - Expect Activism or An Overbid

EXEDY Corporation manufactures drivetrain products for automobiles, industrial vehicles, and construction machinery.  The Company's products include manual clutches, torque converters, power shift transmissions, and hydraulic clutches. Exedy has its subsidiaries in South Korea, Australia, the US and the UK.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/exedy-corp" target="_blank" data-smartkarma-citation="entities:6516:1" rel="noopener">Exedy Corp (7278 JP)</a> announced an offering of 36% of its shares at end-May. Long-time "owner" <a href="https://www.smartkarma.com/entities/aisin-corp" target="_blank" data-smartkarma-citation="entities:11809:1" rel="noopener">Aisin (7259 JP)</a> was getting out. Since then, the company has bought back shares.</li>
<li>Activist Murakami Group has bought 27% of the company. Between Murakami and the buyback, the public has net sold 5% of the company since end-March. Kinda shocking.</li>
<li>There is another 35% of Max Real World Float to buy back, and at current pace, they'll be done by mid-March 2025. Then what? That's the really big question.</li>
</ul>



Exedy Corp (7278 JP) announced an offering of 36% of its shares at end-May. Long-time "owner" Aisin (7259 JP) was getting out. Since then, the company has bought back shares.
Activist Murakami Group has bought 27% of the company. Between Murakami and the buyback, the public has net sold 5% of the company since end-March. Kinda shocking.
There is another 35% of Max Real World Float to buy back, and at current pace, they'll be done by mid-March 2025. Then what? That's the really big question.


[Japan Activism] Exedy (7278 JP) - Buying Back Bigly

Keisei Electric Railway Co / Event-Driven

Keisei Electric Railway Co., Ltd. provides passenger rail and bus transportation services in the Metropolitan Tokyo and Chiba prefecture areas.  The Company operates department and supermarket stores, hotels, travel agents, movie theater and restaurants, and sells, leases, and maintains real estate.  Keisei Electric is a shareholder of Oriental Land Co., Ltd. which operates Tokyo Disneyland.

<ul>
<li>13mos ago, activist investor Palliser Capital spoke at a conference about the value offered by <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a> due to its large stake in Oriental Land (4661). </li>
<li>Keisei outperformed OLC by 30% over 3.5mos. Then it fell all the way back, and more, over the next five months. Asset sale, buyback, AGM proposals. Meh. </li>
<li>Nov 25th, Toyo Keizai <a href="https://toyokeizai.net/articles/-/842158" target="_blank" rel="noopener">wrote</a> activist Murakami-san had acquired stakes of &lt;5% in <a href="https://www.smartkarma.com/entities/keikyu-corp" target="_blank" data-smartkarma-citation="entities:3371:1" rel="noopener">Keikyu Corp (9006 JP)</a> and &lt;1% in <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a>. Shares in both jumped.</li>
</ul>


13mos ago, activist investor Palliser Capital spoke at a conference about the value offered by Keisei Electric Railway Co (9009 JP) due to its large stake in Oriental Land (4661). 
Keisei outperformed OLC by 30% over 3.5mos. Then it fell all the way back, and more, over the next five months. Asset sale, buyback, AGM proposals. Meh. 
Nov 25th, Toyo Keizai wrote activist Murakami-san had acquired stakes of &lt;5% in Keikyu Corp (9006 JP) and &lt;1% in Keisei Electric Railway Co (9009 JP). Shares in both jumped.


[JAPAN ACTIVISM] Keisei Elec (9009) - Murakami Stake Causes Pop But the Oppty Is Still Unconvincing

Governance & Activism in Japanese Markets

Japan Activism
Governance & Activism in Japanese Markets

Shareholder Activism Plays a Significant Role in Companies that Are Slow to Change

I would like to discuss the issues on the November 15 Nikkei Shimbun article, “The Reality of Strategic Issue-based Activism."

Metrical Inc

Macromill (3978 JP): CVC’s Light Tender Offer at JPY1,150 Begs for Activism

Oasis has become a substantial shareholder with a 2.9m or 7.42% ownership ratio. Oasis has bought several times over terms – the highest price paid...

Arun George

CVC Offers ¥1150 for Macromill (3978) - Wrong Price, Wrong Register - Expect Activism or An Overbid

The Macromill (3978) Tender Offer ends next week on the 26th. So far it has not traded below terms a single time, and hasn't traded within 1% of...

Travis Lundy

[Japan Activism] Exedy (7278 JP) - Buying Back Bigly

Exedy is buying back shares very aggressively. On an average day since they started 12 Nov, they are 28% of the volume. At this pace, they will...

Travis Lundy

[JAPAN ACTIVISM] Keisei Elec (9009) - Murakami Stake Causes Pop But the Oppty Is Still Unconvincing

Toyo Keizai put out an article on Keisei based on a quote from a "market insider". Keisei shares popped 16% in 2 days. There's value, but less than...

Travis Lundy