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

<ul>
<li>We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.</li>
<li>Highest spreads - <a href="https://www.smartkarma.com/entities/111-inc" target="_blank" data-smartkarma-citation="entities:27412:1" rel="noopener">111 Inc (YI US)</a>, <a href="https://www.smartkarma.com/entities/eoflow-co-ltd" target="_blank" data-smartkarma-citation="entities:36100:1" rel="noopener">Eoflow (294090 KS)</a>, <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>, <a href="https://www.smartkarma.com/entities/hollysys-automation-technologies" target="_blank" data-smartkarma-citation="entities:26078:1" rel="noopener">Hollysys Automation Technologies (HOLI US)</a>, <a href="https://www.smartkarma.com/entities/irc-ltd" target="_blank" data-smartkarma-citation="entities:20649:1" rel="noopener">Irc Ltd (1029 HK)</a>, <a href="https://www.smartkarma.com/entities/ijtt-co-ltd" target="_blank" data-smartkarma-citation="entities:19461:1" rel="noopener">IJTT Co., Ltd. (7315 JP)</a>. </li>
<li>Lowest spreads - <a href="https://www.smartkarma.com/entities/azure-minerals-ltd" target="_blank" data-smartkarma-citation="entities:16538:1" rel="noopener">Azure Minerals (AZS AU)</a>, <a href="https://www.smartkarma.com/entities/pact-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:692:1" rel="noopener">Pact Group Holdings (PGH AU)</a>, <a href="https://www.smartkarma.com/entities/t-k-toka-co-ltd" target="_blank" data-smartkarma-citation="entities:18678:1" rel="noopener">T&amp;K Toka Co Ltd (4636 JP)</a>, <a href="https://www.smartkarma.com/entities/tietto-minerals-ltd" target="_blank" data-smartkarma-citation="entities:28006:1" rel="noopener">Tietto Minerals Ltd (TIE AU)</a>, <a href="https://www.smartkarma.com/entities/chindata-group-holdings-adr" target="_blank" data-smartkarma-citation="entities:29274:1" rel="noopener">Chindata Group (CD US)</a>. </li>
</ul>


We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads - 111 Inc (YI US), Eoflow (294090 KS), Benesse Holdings (9783 JP), Hollysys Automation Technologies (HOLI US), Irc Ltd (1029 HK), IJTT Co., Ltd. (7315 JP). 
Lowest spreads - Azure Minerals (AZS AU), Pact Group Holdings (PGH AU), T&amp;K Toka Co Ltd (4636 JP), Tietto Minerals Ltd (TIE AU), Chindata Group (CD US). 


Merger Arb Mondays (13 Nov) - Benesse, JSR, IJTT, Shidax, Cybernet, CMIC, IRC, Hollysys, Healius

<ul>
<li>Just before the close Friday, the Nikkei reported <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> would be the subject of an MBO in order to restructure the flagging private shinken-zemi business. And grow.</li>
<li>It turns out it is EQT and the Fukutake family at ¥2600/share - a 2-year high. Wow. It is also a ridiculously cheap price given the assets and money flows.</li>
<li>I expect this may get some people upset as the valuation methodology is dodgy and the artful (hehehe) Balance Sheet has some easter eggs, and spotted pumpkins... or something. </li>
</ul>


Just before the close Friday, the Nikkei reported Benesse Holdings (9783 JP) would be the subject of an MBO in order to restructure the flagging private shinken-zemi business. And grow.
It turns out it is EQT and the Fukutake family at ¥2600/share - a 2-year high. Wow. It is also a ridiculously cheap price given the assets and money flows.
I expect this may get some people upset as the valuation methodology is dodgy and the artful (hehehe) Balance Sheet has some easter eggs, and spotted pumpkins... or something. 


Benesse (9783) MBO - ¥2600/Share Is Up 40+% But It Is Still the Wrong Price

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)