Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>The "MBO" for Benesse traded through terms from the 6th day post-announcement onwards. 37% total traded since announcement, 20% since that 6th day. </li>
<li>The deal as announced 10 November was entirely too cheap. It was somewhat egregious if you look through the balance sheet. Plus there was a free museum on top.</li>
<li>But to no avail. There is no bump. There have been no activists peeping above the parapet (yet). It isn't impossible to block, but if nobody shows their face...</li>
</ul>


The "MBO" for Benesse traded through terms from the 6th day post-announcement onwards. 37% total traded since announcement, 20% since that 6th day. 
The deal as announced 10 November was entirely too cheap. It was somewhat egregious if you look through the balance sheet. Plus there was a free museum on top.
But to no avail. There is no bump. There have been no activists peeping above the parapet (yet). It isn't impossible to block, but if nobody shows their face...


Benesse (9783) - Tender Offer To Launch; No Change in Terms (¥2,600/Share)

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/benesse-holdings-inc" target="_blank" data-smartkarma-citation="entities:12877:1" rel="noopener">Benesse Holdings (9783 JP)</a> notes that the pre-condition for EQT-backed MBO has been satisfied. The offer price remains unchanged at JPY2,600 per share, a 45.1% premium to the undisturbed price.</li>
<li>EQT has noted a possibility of extending the tender offer close from 4 to 13 March, which suggests a limited appetite to bump the offer.</li>
<li>The shares are trading 1.3% above terms. A 51% minority acceptance rate and no competing bidder indicate an unfavourable risk/reward profile - a 27% downside on deal break. </li>
</ul>



Benesse Holdings (9783 JP) notes that the pre-condition for EQT-backed MBO has been satisfied. The offer price remains unchanged at JPY2,600 per share, a 45.1% premium to the undisturbed price.
EQT has noted a possibility of extending the tender offer close from 4 to 13 March, which suggests a limited appetite to bump the offer.
The shares are trading 1.3% above terms. A 51% minority acceptance rate and no competing bidder indicate an unfavourable risk/reward profile - a 27% downside on deal break. 


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

<ul>
<li>When the announcement for an MBO for <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> was made in November, they suggested it would take 3 months for approvals to launch. SAMR <a href="https://www.samr.gov.cn/fldes/ajgs/wtjjz/art/2024/art_72fb6a2d138a4480a80a64e26a5564b4.html" target="_blank" rel="noopener">announced</a> approval Wednesday.</li>
<li>Japan approval should be (or have been) easy. One might expect this deal to launch prior to "early February". The stock is trading through terms.... but...</li>
<li>A reminder that this stock is TOO CHEAP. Bad management means low expectations means a decent premium still ends up at too low a price vs management's own forecasts.</li>
</ul>


When the announcement for an MBO for Benesse Holdings (9783 JP) was made in November, they suggested it would take 3 months for approvals to launch. SAMR announced approval Wednesday.
Japan approval should be (or have been) easy. One might expect this deal to launch prior to "early February". The stock is trading through terms.... but...
A reminder that this stock is TOO CHEAP. Bad management means low expectations means a decent premium still ends up at too low a price vs management's own forecasts.


Benesse (9783) - Through Terms But Maybe Not Enough To Threaten Bump as TOB Launch Approaches

David Blennerhassett

<ul>
<li>For the month of March 2024, 8 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$4bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in March was ~55%. The average premium YTD is ~39%.</li>
<li>This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of March 2024, 8 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$4bn.
The average premium for the new transactions announced (or first discussed) in March was ~55%. The average premium YTD is ~39%.
This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Mar 2024: Chilled & Frozen, TDCX, MMA Offshore, JSR, Roland DG, SciClone

Research Coverage of Japanese Listed Companies, Shared Research Inc

Shared Research

Research Coverage of Japanese Listed Companies

Shared Research Inc

Pioneering research coverage of Japanese listed companies. Now customizable and interactive for global institutional investors. Corporate access reimagined.

Equity Bottom-Up

<ul>
<li>
<a href="https://www.smartkarma.com/entities/gakken-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:7042:1" rel="noopener">Gakken Holdings (9470 JP)</a> engages in the educational and healthcare and nursing businesses, providing services for demographics ranging from toddlers to the elderly.</li>
<li>For FY09/23, revenue was JPY164.1bn, operating profit was JPY6.2bn, recurring profit was JPY6.5bn, and net income attributable to owners of the parent was JPY3.2bn.</li>
<li>The company will fundamentally reshuffle its portfolio and concentrate resources on priority areas while rebuilding its education business, and optimize the management structure for each business field to restore profitability.</li>
</ul>



Gakken Holdings (9470 JP) engages in the educational and healthcare and nursing businesses, providing services for demographics ranging from toddlers to the elderly.
For FY09/23, revenue was JPY164.1bn, operating profit was JPY6.2bn, recurring profit was JPY6.5bn, and net income attributable to owners of the parent was JPY3.2bn.
The company will fundamentally reshuffle its portfolio and concentrate resources on priority areas while rebuilding its education business, and optimize the management structure for each business field to restore profitability.


GAKKEN HOLDINGS (9470): Q1 FY09/24 Update

Japan

Benesse Holdings, Inc. provides correspondence educational services to a range of age groups from toddlers to high-school students. Benesse HD also operates English language schools and senior care homes.

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Benesse Holdings (9783 JP)