Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

TRANCOM CO., LTD. mainly offers distribution information, logistic management service, freight transportation, and system development services to its clients.  The Company also provides automobile maintenance services and operates its business in overseas.

<ul>
<li>Logistics takeovers are hot this year. Any cutting-edge-of-efficiencies business in the space is likely to get a look. <a href="https://www.smartkarma.com/entities/trancom-co-ltd" target="_blank" data-smartkarma-citation="entities:13043:1" rel="noopener">Trancom Co Ltd (9058 JP)</a> is one. </li>
<li>But while logistics assets put into bidding competition like Alps Logistics and Chilled &amp; Frozen get high EV/EBITDA multiples, MBO transactions without competition get done too cheaply.</li>
<li>Here again, an "Value Activist" "selling into the bid" to reinvest in the levered back end (at the takeover price). <em>That tells you this deal is being done too cheaply.</em>
</li>
</ul>


Logistics takeovers are hot this year. Any cutting-edge-of-efficiencies business in the space is likely to get a look. Trancom Co Ltd (9058 JP) is one. 
But while logistics assets put into bidding competition like Alps Logistics and Chilled &amp; Frozen get high EV/EBITDA multiples, MBO transactions without competition get done too cheaply.
Here again, an "Value Activist" "selling into the bid" to reinvest in the levered back end (at the takeover price). That tells you this deal is being done too cheaply.



Trancom (9058) - Another Bain MBO Done Too Cheaply Where "Activist" Dalton Rolls In To The Bid

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.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/trancom-co-ltd" target="_blank" data-smartkarma-citation="entities:13043:1" rel="noopener">Trancom Co Ltd (9058 JP)</a> recommended a Bain-sponsored MBO at JPY10,300, a 40.5% and 42.9% premium to the last close and undisturbed price, respectively. </li>
<li>The offer represents an all-time high but is lower than the midpoint of the IFA’s DCF valuation range and implies multiples below precedent transaction multiples. </li>
<li>While the Dalton irrevocable has a counteroffer clause, Mr Takebe (the largest shareholder) does not. Therefore, there is a low probability of a competing bidder emerging.   </li>
</ul>



Trancom Co Ltd (9058 JP) recommended a Bain-sponsored MBO at JPY10,300, a 40.5% and 42.9% premium to the last close and undisturbed price, respectively. 
The offer represents an all-time high but is lower than the midpoint of the IFA’s DCF valuation range and implies multiples below precedent transaction multiples. 
While the Dalton irrevocable has a counteroffer clause, Mr Takebe (the largest shareholder) does not. Therefore, there is a low probability of a competing bidder emerging.   


Trancom (9058 JP): Bain-Sponsored MBO at JPY10,300

Joban Kosan Co., Ltd. operates resort facilities such as amusement park, hotels, and golf courses.  The Company also manufactures industrial wrapping materials, and undertakes various types of engineering works.

<ul>
<li>In the annals of foreign buyers of Japanese tourism-related real estate assets, there have been a few good examples, and several disasters. Yesterday, we got a new suitor for assets. </li>
<li>Fortress SPV Ontario GK will attempt to buy out Fukushima-based <a href="https://www.smartkarma.com/entities/joban-kosan-co-ltd" target="_blank" data-smartkarma-citation="entities:2826:1" rel="noopener">Joban Kosan (9675 JP)</a> through a double Tender Offer. </li>
<li>There is a history here of a bump on an MBO on an associated company. That may have caused it to trade at a premium on Day 1. It's unrelated.</li>
</ul>


In the annals of foreign buyers of Japanese tourism-related real estate assets, there have been a few good examples, and several disasters. Yesterday, we got a new suitor for assets. 
Fortress SPV Ontario GK will attempt to buy out Fukushima-based Joban Kosan (9675 JP) through a double Tender Offer. 
There is a history here of a bump on an MBO on an associated company. That may have caused it to trade at a premium on Day 1. It's unrelated.


Joban Kosan (9675) - Fortress Buys Out a Fukushima Tourism Asset

FUJI SOFT INCORPORATED is an independent software developer, specializing in communications and machine control software, business application software for bank and insurance companies, and operating system software.  Fuji Soft also installs, manages, and maintains computer systems.  The Company develops and sells word processing packaged software and also provides internet service.

<ul>
<li>Nikkei and Bloomberg report that <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> will be privatised through a KKR-sponsored MBO at a price just below JPY9,000, a 21.8% premium to the last close.</li>
<li>The rumoured privatisation proposal is the culmination of a sale process initiated by 3D Investment Partners, the largest shareholder, in September 2023.</li>
<li>The Board will meet tomorrow to discuss the proposal. The rumoured offer represents an all-time high and a knockout bid, suggesting a done deal if a binding proposal materialises.</li>
</ul>


Nikkei and Bloomberg report that Fuji Soft Inc (9749 JP) will be privatised through a KKR-sponsored MBO at a price just below JPY9,000, a 21.8% premium to the last close.
The rumoured privatisation proposal is the culmination of a sale process initiated by 3D Investment Partners, the largest shareholder, in September 2023.
The Board will meet tomorrow to discuss the proposal. The rumoured offer represents an all-time high and a knockout bid, suggesting a done deal if a binding proposal materialises.


Fuji Soft (9749 JP): A Rumoured KKR-Sponsored MBO

S LINE CO., LTD. provides trucking transportation services mainly in the Tokai and Kansai areas.  The Company develops on-line transport information system designed for efficient distribution services.  S Line offers international door-to-door shipping services as well.

<ul>
<li>Today, <a href="https://www.smartkarma.com/entities/s-line-co-ltd" target="_blank" data-smartkarma-citation="entities:8076:1" rel="noopener">S Line Co Ltd (9078 JP)</a> announced its CEO would conduct a Tender Offer MBO to buy out the ¥50bn-target revenue logistics company, at 0.6x book. </li>
<li>The company announced results with revenues up. But withdrew its existing MTMP which said revenues would be up 10% from here to March 2025 and ROE would be higher.</li>
<li>This is the wrong price. It should engender some upset, but active investors own almost nothing it seems. </li>
</ul>


Today, S Line Co Ltd (9078 JP) announced its CEO would conduct a Tender Offer MBO to buy out the ¥50bn-target revenue logistics company, at 0.6x book. 
The company announced results with revenues up. But withdrew its existing MTMP which said revenues would be up 10% from here to March 2025 and ROE would be higher.
This is the wrong price. It should engender some upset, but active investors own almost nothing it seems. 


S Line (9078 JP) TOB/MBO at 0.57x Book - Wrong Price by Far but Only AGGRESSIVE Activism Blocks It

Japan MBOs
Insights on Japanese MBOs

Trancom (9058) - Another Bain MBO Done Too Cheaply Where "Activist" Dalton Rolls In To The Bid

Trancom provides logistics optimisation services to customers and logistics operators, plus logistics-related sites. Quite niche. The Founder/Bain...

Travis Lundy

Trancom (9058 JP): Bain-Sponsored MBO at JPY10,300

The offer represents an all-time high but is lower than the IFA’s midpoint DCF valuation and implies multiples below precedent transaction...

Arun George

Joban Kosan (9675) - Fortress Buys Out a Fukushima Tourism Asset

Fortress is buying out a hotel/tourism asset with a bunch of odds and ends attached, at probably too-low a price. Book is overly depreciated....

Travis Lundy

Fuji Soft (9749 JP): A Rumoured KKR-Sponsored MBO

Reports by two reputable media outlets suggest that the privatisation proposal is real. The rumoured offer represents an all-time high and a...

Arun George

S Line (9078 JP) TOB/MBO at 0.57x Book - Wrong Price by Far but Only AGGRESSIVE Activism Blocks It

S Line's MBO at 0.57x book is VERY low compared to other recent deals in logistics space. Embarrassingly so. I noted it needed aggressive activism...

Travis Lundy