Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Equity Bottom-Up

SUN CORPORATION operates mainly Pachinko related business, information and communication business.  Pachinko related business includes developing, manufacturing and selling a system to control and monitor pachinko machine, and manage business operation.  Sun Corp. also manufactures Pachinko and household appliances and develops game software for family use.

<ul>
<li>Trading comfortably through the Partial Offer terms, <a href="https://www.smartkarma.com/entities/sun-corp" target="_blank" data-smartkarma-citation="entities:10803:1" rel="noopener">Sun Corp (6736 JP)</a> may still do nothing with its <a href="https://www.smartkarma.com/entities/cellebrite-di-ltd" target="_blank" data-smartkarma-citation="entities:37102:1" rel="noopener">Cellebrite DI (CLBT US)</a> holding towards narrowing the NAV discount.</li>
<li>Preceding my comments on Sun Corp 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>


Trading comfortably through the Partial Offer terms, Sun Corp (6736 JP) may still do nothing with its Cellebrite DI (CLBT US) holding towards narrowing the NAV discount.
Preceding my comments on Sun Corp 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: Sun Corp (6736 JP) Running Out Of Puff?

Event-Driven

Hengdeli Holdings Limited, through its subsidiaries, retails and wholesales international brand watches in China.

<ul>
<li>After watch accessory play <a href="https://www.smartkarma.com/entities/hengdeli-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15178:1" rel="noopener">Hengdeli Holdings (3389 HK)</a> was suspended on the 17th June pursuant to the Takeovers Code, I didn't hold out high hopes of a knock-out Offer.</li>
<li>And on cue, CEO Tony Cheung (16%), son of founder Zhang Yuping (holding 17%), has <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0620/2024062001397.pdf" target="_blank" rel="noopener">made a Partial Offer</a> (for 15% of shares outstanding) at HK$0.16/share, towards gaining majority control.</li>
<li>That's a 18.5% premium to last close ... and a 80% discount to NAV, and a 47% discount to Hengdeli's net cash as at 31 December 2023.</li>
</ul>


After watch accessory play Hengdeli Holdings (3389 HK) was suspended on the 17th June pursuant to the Takeovers Code, I didn't hold out high hopes of a knock-out Offer.
And on cue, CEO Tony Cheung (16%), son of founder Zhang Yuping (holding 17%), has made a Partial Offer (for 15% of shares outstanding) at HK$0.16/share, towards gaining majority control.
That's a 18.5% premium to last close ... and a 80% discount to NAV, and a 47% discount to Hengdeli's net cash as at 31 December 2023.


Hengdeli Holdings (3389 HK)'s Pitiful Partial Offer

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>True Wind has launched a hostile partial tender offer for <a href="https://www.smartkarma.com/entities/sun-corp" target="_blank" data-smartkarma-citation="entities:10803:1" rel="noopener">Sun Corp (6736 JP)</a> for a minimum (3.8m) and maximum (4.2m) shares at JPY4,400, 19.2% premium to the undisturbed price.</li>
<li>The offer was prompted by frustration with the Board’s lack of urgency in closing the disparity between Sun Corp’s market cap and the value of its <a href="https://www.smartkarma.com/entities/cellebrite-di-ltd" target="_blank" data-smartkarma-citation="entities:37102:1" rel="noopener">Cellebrite DI (CLBT US)</a> stake.</li>
<li>The Board has three options: do nothing (low probability), find a white knight bidder (high probability), or commit to selling/distributing its Cellebrite stake (medium probability).</li>
</ul>


True Wind has launched a hostile partial tender offer for Sun Corp (6736 JP) for a minimum (3.8m) and maximum (4.2m) shares at JPY4,400, 19.2% premium to the undisturbed price.
The offer was prompted by frustration with the Board’s lack of urgency in closing the disparity between Sun Corp’s market cap and the value of its Cellebrite DI (CLBT US) stake.
The Board has three options: do nothing (low probability), find a white knight bidder (high probability), or commit to selling/distributing its Cellebrite stake (medium probability).


Sun Corporation (6736 JP): True Wind’s Hostile Partial Offer

Travis Lundy

<ul>
<li>
<a href="https://www.smartkarma.com/entities/sun-corp" target="_blank" data-smartkarma-citation="entities:10803:1" rel="noopener">Sun Corp (6736 JP)</a> for years has been a play on its investment holding in <a href="https://www.smartkarma.com/entities/cellebrite-di-ltd" target="_blank" data-smartkarma-citation="entities:37102:1" rel="noopener">Cellebrite DI (CLBT US)</a>, brought to market in a $2.4bn SPAC deal announced 30Aug2021.  </li>
<li>The SPAC entity was an entity called TWC Tech Holdings II Corp (TWC = "True Wind Capital"). The next day, <a href="https://www.smartkarma.com/entities/cellebrite-di-ltd" target="_blank" data-smartkarma-citation="entities:37102:1" rel="noopener">Cellebrite DI (CLBT US)</a> was born, trading up to US$11.00+.</li>
<li>
<a href="https://www.smartkarma.com/entities/sun-corp" target="_blank" data-smartkarma-citation="entities:10803:1" rel="noopener">Sun Corp (6736 JP)</a>'s value realisation path had begun. Today, a True Winds entity announced a Partial Tender Offer - unsolicited, unannounced previously - on Sun Corp, for 19.0%.</li>
</ul>



Sun Corp (6736 JP) for years has been a play on its investment holding in Cellebrite DI (CLBT US), brought to market in a $2.4bn SPAC deal announced 30Aug2021.  
The SPAC entity was an entity called TWC Tech Holdings II Corp (TWC = "True Wind Capital"). The next day, Cellebrite DI (CLBT US) was born, trading up to US$11.00+.

Sun Corp (6736 JP)'s value realisation path had begun. Today, a True Winds entity announced a Partial Tender Offer - unsolicited, unannounced previously - on Sun Corp, for 19.0%.


Unsolicited Partial Offer for 19% of Sun Corp (6736 JP) - Play on Cellebrite from SPAC Sponsor

RISO KYOIKU CO., LTD. operates cram schools (Juku) and provides academic tutoring and exam preparation on a one-on-one basis.  The Company's classes are primarily for elementary, junior, and high school students.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/riso-kyoiku-co-ltd" target="_blank" data-smartkarma-citation="entities:20848:1" rel="noopener">Riso Kyoiku (4714 JP)</a> announced a partial tender offer and third-party allotment with <a href="https://www.smartkarma.com/entities/hulic-co-ltd" target="_blank" data-smartkarma-citation="entities:388:1" rel="noopener">Hulic Co Ltd (3003 JP)</a>, the largest shareholder. Hulic aims to make Riso Kyoiku a consolidated subsidiary.  </li>
<li>The offer is for a maximum of 39.4 million shares (23.15% post-allotment ownership ratio) at JPY320 per share, a 46.8% premium to the undisturbed price (5 April).</li>
<li>Irrevocable (from the founder and Chairman) represents a 9.26% post-allotment ownership ratio. The offer is light, but there is no minimum acceptance condition. </li>
</ul>



Riso Kyoiku (4714 JP) announced a partial tender offer and third-party allotment with Hulic Co Ltd (3003 JP), the largest shareholder. Hulic aims to make Riso Kyoiku a consolidated subsidiary.  
The offer is for a maximum of 39.4 million shares (23.15% post-allotment ownership ratio) at JPY320 per share, a 46.8% premium to the undisturbed price (5 April).
Irrevocable (from the founder and Chairman) represents a 9.26% post-allotment ownership ratio. The offer is light, but there is no minimum acceptance condition. 


Riso Kyoiku (4714 JP): Hulic (3003 JP)’s Partial Tender Offer

Insights on Partial Offer/Partial Tender Offers