Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life (8750 JP)</a>'s proposal suggests more upside to <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One (2412 JP)</a>'s minorities than originally thought, and less upside (but still a chunk) to <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a>.</li>
<li>It's all over for <a href="https://www.smartkarma.com/entities/eoflow-co-ltd" target="_blank" data-smartkarma-citation="entities:36100:1" rel="noopener">EOFlow (294090 KS)</a>, as <a href="https://www.smartkarma.com/entities/medtronic-plc" target="_blank" data-smartkarma-citation="entities:14982:1" rel="noopener">Medtronic Plc (MDT US)</a> folds it tent. </li>
<li>Cho Hyun-Sik (eldest son of Cho Yang-Rae, Chairman of <a href="https://www.smartkarma.com/entities/hankook-company-co-ltd" target="_blank" data-smartkarma-citation="entities:19369:1" rel="noopener">Hankook &amp; Company (000240 KS)</a> has joined MBK Partners in making a partial Tender Offer for Hankook &amp; Co.</li>
</ul>



Dai Ichi Life (8750 JP)'s proposal suggests more upside to Benefit One (2412 JP)'s minorities than originally thought, and less upside (but still a chunk) to Pasona Group (2168 JP).
It's all over for EOFlow (294090 KS), as Medtronic Plc (MDT US) folds it tent. 
Cho Hyun-Sik (eldest son of Cho Yang-Rae, Chairman of Hankook &amp; Company (000240 KS) has joined MBK Partners in making a partial Tender Offer for Hankook &amp; Co.


Last Week in Event SPACE: Pasona/Benefit One, EOFlow, Swire Pacific, Hankook & Co, Toyo Construction

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/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a>'s pre-conditional tender offer for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> has a total value of JPY285,733 million (JPY1,800 per share).</li>
<li>The offer structure is that <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> will receive JPY1,800 less TOB tax benefits. Minorities will receive JPY1,800 plus the proportionate share of Pasona’s TOB tax benefits. </li>
<li>Our estimated minority offer price is JPY2,086 per share, which is 15.9% higher than the JPY1,800 floor price and 9.1% higher than the last close price.</li>
</ul>



Dai Ichi Life Insurance (8750 JP)'s pre-conditional tender offer for Benefit One Inc (2412 JP) has a total value of JPY285,733 million (JPY1,800 per share).
The offer structure is that Pasona Group (2168 JP) will receive JPY1,800 less TOB tax benefits. Minorities will receive JPY1,800 plus the proportionate share of Pasona’s TOB tax benefits. 
Our estimated minority offer price is JPY2,086 per share, which is 15.9% higher than the JPY1,800 floor price and 9.1% higher than the last close price.


Benefit One (2412 JP): Thoughts on the Potential Minority Offer Price

<ul>
<li>
<a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a>'s pre-conditional tender offer for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> is JPY1,800 (floor price) + share of <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a>’s TOB tax benefits.</li>
<li>The pre-conditions relate to the Board recommendation, Pasona support, and <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> offer not completing its partial offer. The tender offer starts in mid-January 2024 (20 business days).</li>
<li>While the Dai-ichi Life offer is light, M3's engagement in a bidding war is low. The proposed minimum acceptance condition (15.51% ownership ratio) requires a 32% minority acceptance rate.</li>
</ul>



Dai Ichi Life Insurance (8750 JP)'s pre-conditional tender offer for Benefit One Inc (2412 JP) is JPY1,800 (floor price) + share of Pasona Group (2168 JP)’s TOB tax benefits.
The pre-conditions relate to the Board recommendation, Pasona support, and M3 Inc (2413 JP) offer not completing its partial offer. The tender offer starts in mid-January 2024 (20 business days).
While the Dai-ichi Life offer is light, M3's engagement in a bidding war is low. The proposed minimum acceptance condition (15.51% ownership ratio) requires a 32% minority acceptance rate.


Benefit One (2412 JP): Dai-Ichi Life Counters M3 with a Privatisation Offer

Travis Lundy

<ul>
<li>Since the announcement of the <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> partial offer, the stock has traded 16+mm shares in the market, which is about 40% of Real World Float.</li>
<li>Some of that has been traded multiple times. Looking only at that data would suggest a higher pro-ration, but I expect there is other data one must take into account.</li>
<li>Benefit One shares are currently trading at a level suggesting either lower participation OR higher back-end despite the earnings guidance downgrade at announcement.</li>
</ul>


Since the announcement of the Benefit One Inc (2412 JP) partial offer, the stock has traded 16+mm shares in the market, which is about 40% of Real World Float.
Some of that has been traded multiple times. Looking only at that data would suggest a higher pro-ration, but I expect there is other data one must take into account.
Benefit One shares are currently trading at a level suggesting either lower participation OR higher back-end despite the earnings guidance downgrade at announcement.


Benefit One (2412) - Pro-Ration Expectations Update

<ul>
<li>On Friday, <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> announced its expected use of funds into the May 2024 results, including a special dividend plan, investment for growth, and "strengthening the operating platform."</li>
<li>The plan will disappoint. The stock may get hit hard. The truth is somewhere in the middle. This is where active stewardship matters. So get stewarding.</li>
<li>A special div paid over 5yrs should be paid one-shot, now. If the company has plans worth supporting, set KPIs now, ask for money later. Good plans get good money.</li>
</ul>


On Friday, Pasona Group (2168 JP) announced its expected use of funds into the May 2024 results, including a special dividend plan, investment for growth, and "strengthening the operating platform."
The plan will disappoint. The stock may get hit hard. The truth is somewhere in the middle. This is where active stewardship matters. So get stewarding.
A special div paid over 5yrs should be paid one-shot, now. If the company has plans worth supporting, set KPIs now, ask for money later. Good plans get good money.


Pasona (2168 JP) Special Div - Too Small to Matter

Japan

Benefit One Inc. provides outsourcing services to major corporations in Japan. The Company provides a variety of benefit programs such as leisure, education, child care, nursing care and meal services for employees of the client companies.

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Benefit One Inc (2412 JP)

Last Week in Event SPACE: Pasona/Benefit One, EOFlow, Swire Pacific, Hankook & Co, Toyo Construction

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

Benefit One (2412 JP): Thoughts on the Potential Minority Offer Price

Pasona will receive JPY1,800 less TOB tax benefits. Minorities will receive JPY1,800 plus a share of Pasona’s TOB tax benefits. In this note, we...

Arun George

Benefit One (2412 JP): Dai-Ichi Life Counters M3 with a Privatisation Offer

While the Dai-ichi Life offer is light, M3's engagement in a bidding war is low. Expect the Board and Pasona to support the offer. At the last...

Arun George

Benefit One (2412) - Pro-Ration Expectations Update

M3 launched a Partial Tender Offer to buy out Pasona's stake in Benefit One (2412). It is a short-dated tender, closing next week. This is an...

Travis Lundy

Pasona (2168 JP) Special Div - Too Small to Matter

Pasona announced a special div and plans to spend the rest of the Benefit One windfall on "growing and improving". The dividend is split over 5yrs,...

Travis Lundy

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