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

<ul>
<li>
<a href="https://www.smartkarma.com/entities/benesse-holdings-inc" target="_blank" data-smartkarma-citation="entities:12877:1" rel="noopener">Benesse Holdings (9783 JP)</a> has recommended an EQT-backed pre-conditional MBO offer of JPY2,600 per share, a 45.1% and 36.3% premium to the undisturbed price and last close, respectively.</li>
<li>The pre-conditions primarily relate to Japanese and Chinese approvals, which can be waived. Chinese SAMR approval should be forthcoming as education is not a geopolitical fraught sector.</li>
<li>The offer is long-dated and opens in early February 2024. While not a knockout bid, the offer is fair in the context of Benesse’s muted outlook. </li>
</ul>



Benesse Holdings (9783 JP) has recommended an EQT-backed pre-conditional MBO offer of JPY2,600 per share, a 45.1% and 36.3% premium to the undisturbed price and last close, respectively.
The pre-conditions primarily relate to Japanese and Chinese approvals, which can be waived. Chinese SAMR approval should be forthcoming as education is not a geopolitical fraught sector.
The offer is long-dated and opens in early February 2024. While not a knockout bid, the offer is fair in the context of Benesse’s muted outlook. 


Benesse Holdings (9783 JP): EQT Backed Pre-Conditional MBO Tender Offer at JPY2,600

<ul>
<li>
<a href="https://www.smartkarma.com/entities/cybernet-systems-co" target="_blank" data-smartkarma-citation="entities:5445:1" rel="noopener">Cybernet Systems Co (4312 JP)</a> has recommended <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>’s tender offer of JPY1,095 per share, a 31.8% premium to the undisturbed price (8 November).</li>
<li>The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 12.28% ownership ratio.</li>
<li>The offer price is attractive and marginally below the ten-year share price high. The minimum acceptance condition (lower limit) requires a 26.9% minority acceptance rate, which is doable.</li>
</ul>



Cybernet Systems Co (4312 JP) has recommended Fuji Soft Inc (9749 JP)’s tender offer of JPY1,095 per share, a 31.8% premium to the undisturbed price (8 November).
The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 12.28% ownership ratio.
The offer price is attractive and marginally below the ten-year share price high. The minimum acceptance condition (lower limit) requires a 26.9% minority acceptance rate, which is doable.


Cybernet Systems (4312 JP): Fuji Soft’s Tender Offer at JPY1,095

<ul>
<li>
<a href="https://www.smartkarma.com/entities/cmic-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:15558:1" rel="noopener">CMIC Holdings (2309 JP)</a> has recommended an MBO tender offer of JPY2,650 per share, a 55.9% premium to the undisturbed price (7 November).</li>
<li>The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 41.29% ownership ratio.</li>
<li>Irrevocables to accept represent a 23.29% ownership ratio. While the offer is light vs. peer multiples, the minimum acceptance condition requires a 35.1% minority acceptance rate, which is doable.</li>
</ul>



CMIC Holdings (2309 JP) has recommended an MBO tender offer of JPY2,650 per share, a 55.9% premium to the undisturbed price (7 November).
The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 41.29% ownership ratio.
Irrevocables to accept represent a 23.29% ownership ratio. While the offer is light vs. peer multiples, the minimum acceptance condition requires a 35.1% minority acceptance rate, which is doable.


CMIC Holdings (2309 JP): MBO Tender Offer at JPY2,650

<ul>
<li>
<a href="https://www.smartkarma.com/entities/nippon-telegraph-telephone-corporation" target="_blank" data-smartkarma-citation="entities:623:1" rel="noopener">NTT (Nippon Telegraph &amp; Telephone) (9432 JP)</a> has announced a partial tender offer for <a href="https://www.smartkarma.com/entities/intage-holdings-inc" target="_blank" data-smartkarma-citation="entities:3151:1" rel="noopener">Intage Holdings (4326 JP)</a> to make it a consolidated subsidiary. </li>
<li>The offer is for a minimum of 15.4m shares (40.00% ownership ratio) and a maximum of 19.6m shares (51.00%) at JPY2,400 per share, a 26.4% premium to the undisturbed price.</li>
<li>Irrevocables represent a 19.90% ownership ratio. The minimum acceptance condition requires a 20% minority acceptance rate. The offer is attractive and represents an all-time high.</li>
</ul>



NTT (Nippon Telegraph &amp; Telephone) (9432 JP) has announced a partial tender offer for Intage Holdings (4326 JP) to make it a consolidated subsidiary. 
The offer is for a minimum of 15.4m shares (40.00% ownership ratio) and a maximum of 19.6m shares (51.00%) at JPY2,400 per share, a 26.4% premium to the undisturbed price.
Irrevocables represent a 19.90% ownership ratio. The minimum acceptance condition requires a 20% minority acceptance rate. The offer is attractive and represents an all-time high.


Intage Holdings (4326 JP): NTT’s Partial Tender Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/daiken-corp" target="_blank" data-smartkarma-citation="entities:15544:1" rel="noopener">Daiken Corp (7905 JP)</a> has recommended <a href="https://www.smartkarma.com/entities/itochu-corp" target="_blank" data-smartkarma-citation="entities:18448:1" rel="noopener">Itochu Corp (8001 JP)</a>’s tender offer of JPY3,000 per share, a 28.8% premium to the undisturbed price (10 August).</li>
<li>The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 31.83% ownership ratio.</li>
<li>The minimum acceptance condition (lower limit) requires a 50.0% minority acceptance rate (majority of minority condition). The tender offer is light vs historical multiples but represents a 5-year high price.</li>
</ul>



Daiken Corp (7905 JP) has recommended Itochu Corp (8001 JP)’s tender offer of JPY3,000 per share, a 28.8% premium to the undisturbed price (10 August).
The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 31.83% ownership ratio.
The minimum acceptance condition (lower limit) requires a 50.0% minority acceptance rate (majority of minority condition). The tender offer is light vs historical multiples but represents a 5-year high price.


Daiken Corporation (7905 JP): Itochu's JPY3,000 Tender Offer

Japan

ARTERIA Networks Corporation provides telecommunication services. The Company offers internet connection, virtual private network construction, colocation, mobile connection, mobile device management, optical fiber network construction, and other services.

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ARTERIA Networks Corp (4423 JP)

Benesse Holdings (9783 JP): EQT Backed Pre-Conditional MBO Tender Offer at JPY2,600

The pre-conditions primarily relate to Japanese and Chinese approvals, which can be waived. While not a knockout bid, the offer is fair in the...

Arun George

Cybernet Systems (4312 JP): Fuji Soft’s Tender Offer at JPY1,095

The offer price is attractive and marginally below the ten-year share price high. The minimum acceptance condition (lower limit) requires a 26.9%...

Arun George

CMIC Holdings (2309 JP): MBO Tender Offer at JPY2,650

While the offer is light vs. peer multiples, the minimum acceptance condition requires a 35.1% minority acceptance rate, which is doable as the...

Arun George

Intage Holdings (4326 JP): NTT’s Partial Tender Offer

Irrevocables represent a 19.90% ownership ratio. The minimum acceptance condition requires a 20% minority acceptance rate. The offer is attractive...

Arun George

Daiken Corporation (7905 JP): Itochu's JPY3,000 Tender Offer

The lower limit requires a 50.0% minority acceptance rate (majority of minority condition). The tender offer is light vs historical multiples but...

Arun George

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