Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Elan corporation provides nursing care service and daily living products for elderly people who stay in nursing-care facilites.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> will buy 50.1-55.0% of <a href="https://www.smartkarma.com/entities/elan-corp" target="_blank" data-smartkarma-citation="entities:18367:1" rel="noopener">Elan Corp (6099 JP)</a>. Three principals+family have agreed to tender 50.1%. The premium is not huge. This is not an ATH. </li>
<li>There will be synergies. I am a little surprised by the deal+price (CEO is young, why sell so cheaply so early?) but it should be good for the TargetCo.</li>
<li>There are possible post-tender complications on a high participation rate. I expect those can be cured relatively easily. </li>
</ul>



M3 Inc (2413 JP) will buy 50.1-55.0% of Elan Corp (6099 JP). Three principals+family have agreed to tender 50.1%. The premium is not huge. This is not an ATH. 
There will be synergies. I am a little surprised by the deal+price (CEO is young, why sell so cheaply so early?) but it should be good for the TargetCo.
There are possible post-tender complications on a high participation rate. I expect those can be cured relatively easily. 


M3 (2413 JP) Launches Partial Offer To Take Control of Elan (6099 JP)

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/elan-corp" target="_blank" data-smartkarma-citation="entities:18367:1" rel="noopener">Elan Corp (6099 JP)</a> announced a partial tender offer and capital and business agreement with <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a>. M3 aims to make Elan a consolidated subsidiary.  </li>
<li>The offer is for a minimum of 30.4 million (50.10% ownership ratio) and a maximum of 33.3 million shares (55.00% ownership ratio) at JPY1,040, 24.0% premium to the undisturbed price.</li>
<li>Irrevocable from tendering shareholders will satisfy the minimum acceptance condition. The offer is unremarkable, suggesting a final proration materially above the minimum of 56.07%.</li>
</ul>



Elan Corp (6099 JP) announced a partial tender offer and capital and business agreement with M3 Inc (2413 JP). M3 aims to make Elan a consolidated subsidiary.  
The offer is for a minimum of 30.4 million (50.10% ownership ratio) and a maximum of 33.3 million shares (55.00% ownership ratio) at JPY1,040, 24.0% premium to the undisturbed price.
Irrevocable from tendering shareholders will satisfy the minimum acceptance condition. The offer is unremarkable, suggesting a final proration materially above the minimum of 56.07%.


Elan Corporation (6099 JP): M3 (2413 JP)’s Partial Tender Offer

Xingda International Holdings Limited, through its subsidiary, manufactures and distributes radial tire cords and bead wires.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/xingda-international-holdings" target="_blank" data-smartkarma-citation="entities:17836:1" rel="noopener">Xingda International (1899 HK)</a> entered a trading halt pending the release of an announcement under the Hong Kong Code on Takeovers and Mergers. </li>
<li>Significant changes in substantial shareholders have occurred since the previous partial offer closed on 10 March 2023, which could be the catalyst for an offer. </li>
<li>Management is likely reloading a partial offer to exercise statutory control and bypass the 2% creeper rule. The partial offer price could be around HK$1.60-1.70 per share. </li>
</ul>



Xingda International (1899 HK) entered a trading halt pending the release of an announcement under the Hong Kong Code on Takeovers and Mergers. 
Significant changes in substantial shareholders have occurred since the previous partial offer closed on 10 March 2023, which could be the catalyst for an offer. 
Management is likely reloading a partial offer to exercise statutory control and bypass the 2% creeper rule. The partial offer price could be around HK$1.60-1.70 per share. 


Xingda (1899 HK): Management to Reload with a Partial Offer?

Toyota Motor Corporation manufactures, sells, leases, and repairs passenger cars, trucks, buses, and their related parts worldwide. The Company also operates financing services through their subsidiaries. Toyota Motor builds homes, produces pleasure boats, and develops intelligent transportation systems including radar cruise control and electronic toll collection systems.

<ul>
<li>Today after the close, <a href="https://www.smartkarma.com/entities/toyota-motor-corp" target="_blank" data-smartkarma-citation="entities:73:1" rel="noopener">Toyota Motor (7203 JP)</a> reported the results of their ¥800bn Tender Offer Buyback, originally intended to repurchase 290.12mm shares from cross-holders. </li>
<li>In the end, 343.83mm shares were tendered (53.71mm shares more than originally expected, worth about ¥150bn at Tender Price). That creates back-end "issues" which must be considered.</li>
<li>The resulting supply/demand profile is mixed, but on balance, I expect sees positive demand into the H1 earnings announcement. Watch for another buyback possibly announced then.</li>
</ul>


Today after the close, Toyota Motor (7203 JP) reported the results of their ¥800bn Tender Offer Buyback, originally intended to repurchase 290.12mm shares from cross-holders. 
In the end, 343.83mm shares were tendered (53.71mm shares more than originally expected, worth about ¥150bn at Tender Price). That creates back-end "issues" which must be considered.
The resulting supply/demand profile is mixed, but on balance, I expect sees positive demand into the H1 earnings announcement. Watch for another buyback possibly announced then.


Toyota Partial Offer Results - What Next?

David Blennerhassett

Hanwha Corporation imports and exports petrochemicals, machinery, automotives, electronics, and steel.  The Company also produces explosives for the defense and construction industries.  In addition, Hanwha manufactures automotive airbag inflators and telecommunication equipment, such as wireless phones and provides financial services through its subsidiaries.

<ul>
<li>After the Kim family-backed Hanwha Energy completed <strong><a href="https://www.smartkarma.com/entities/hanwha-corporation" target="_blank" data-smartkarma-citation="entities:10619:1" rel="noopener">Hanwha Corporation</a></strong>'s Partial Offer last month, <strong><a href="https://www.smartkarma.com/entities/hanwha-galleria-corp" target="_blank" data-smartkarma-citation="entities:39998:1" rel="noopener">Hanwha Galleria (452260 KS)</a></strong>'s VP Kim Dong-seon has now launched a Partial Offer for 17.5% in Galleria. </li>
<li>Preceding my comments on Hanwha are the current setup/unwind tables for Asia-Pacific Holdcos.</li>
<li>These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.</li>
</ul>


After the Kim family-backed Hanwha Energy completed Hanwha Corporation's Partial Offer last month, Hanwha Galleria (452260 KS)'s VP Kim Dong-seon has now launched a Partial Offer for 17.5% in Galleria. 
Preceding my comments on Hanwha are the current setup/unwind tables for Asia-Pacific Holdcos.
These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation &gt;20%.


StubWorld: More Partial Offers In The Hanwha Group Complex

Insights on Partial Offer/Partial Tender Offers

Partial Offer / Partial Tender Offer
Insights on Partial Offer/Partial Tender Offers

M3 (2413 JP) Launches Partial Offer To Take Control of Elan (6099 JP)

M3 sets a partial TOB to buy control of Elan (6099). The structure/control/target ownership look a lot like the Benefit One deal. This one is cheap...

Travis Lundy

Elan Corporation (6099 JP): M3 (2413 JP)’s Partial Tender Offer

Irrevocable from tendering shareholders will satisfy the minimum acceptance condition. The offer is unremarkable compared to historical share...

Arun George

Xingda (1899 HK): Management to Reload with a Partial Offer?

Management is likely reloading a partial offer to exercise statutory control and bypass the 2% creeper rule. The partial offer price could be...

Arun George

Toyota Partial Offer Results - What Next?

A discussion of the Toyota Tender Offer Results, what they mean for supply/demand dynamics near-term, when the current buyback could be completed,...

Travis Lundy

StubWorld: More Partial Offers In The Hanwha Group Complex

Buy Hanwha Galleria at the current price of ₩1,507/share, as I type. Separately, Hanwha Corp is still trading cheap. Expect another Kim family-led...

David Blennerhassett