IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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Global Equity Research Ltd

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Event-Driven

Chilled & Frozen Logistics Holdings / Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> has recommended <a href="https://www.smartkarma.com/entities/sg-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:26070:1" rel="noopener">SG Holdings (9143 JP)</a>’s JPY5,740 tender offer, a 91.3% premium to <a href="https://www.smartkarma.com/entities/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a>’s JPY3,000 hostile offer. </li>
<li>SG Holdings' offer premium is stupendous. However, the offer values C&amp;F at a CY2024 EV/EBITDA of 27.2x vs. <a href="https://www.smartkarma.com/entities/alps-logistics-co-ltd" target="_blank" data-smartkarma-citation="entities:3935:1" rel="noopener">Alps Logistics (9055 JP)</a> offer at a CY2024 EV/EBITDA of 29.2x. </li>
<li>The Board deserves credit. AZ-COM Maruwa is unlikely to engage in a bidding war as SG Holding’s offer has the Board’s recommendation and comes with a hefty takeover premium. </li>
</ul>



Chilled &amp; Frozen Logistics Holdings (9099 JP) has recommended SG Holdings (9143 JP)’s JPY5,740 tender offer, a 91.3% premium to AZ-Com Maruwa Holdings (9090 JP)’s JPY3,000 hostile offer. 
SG Holdings' offer premium is stupendous. However, the offer values C&amp;F at a CY2024 EV/EBITDA of 27.2x vs. Alps Logistics (9055 JP) offer at a CY2024 EV/EBITDA of 29.2x. 
The Board deserves credit. AZ-COM Maruwa is unlikely to engage in a bidding war as SG Holding’s offer has the Board’s recommendation and comes with a hefty takeover premium. 


Chilled & Frozen Logistics (9099 JP): SG Holdings’ Stunning JPY5,740 Offer

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>
<a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> was near an all-time high in late March when it closed at ¥2,041 the day <a href="https://www.smartkarma.com/entities/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a> bid ¥3,000/share.</li>
<li>That was hostile, and C&amp;F's Board reacted swiftly, looking for a market check and competitive process. It got one. It was VERY successful in getting the best bid. </li>
<li>
<a href="https://www.smartkarma.com/entities/sg-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:26070:1" rel="noopener">SG Holdings (9143 JP)</a> has bid ¥5,740 - a very full multiple and 91% higher than AZ-Com's price. I don't expect an overbidder. Huge governance win for Japan minorities. </li>
</ul>



Chilled &amp; Frozen Logistics Holdings (9099 JP) was near an all-time high in late March when it closed at ¥2,041 the day AZ-Com Maruwa Holdings (9090 JP) bid ¥3,000/share.
That was hostile, and C&amp;F's Board reacted swiftly, looking for a market check and competitive process. It got one. It was VERY successful in getting the best bid. 

SG Holdings (9143 JP) has bid ¥5,740 - a very full multiple and 91% higher than AZ-Com's price. I don't expect an overbidder. Huge governance win for Japan minorities. 


SG Holdings to Launch TOB on C&F Logistics (9099) At A Whopping ¥5,740/Share - HUGE Governance Win

<ul>
<li>
<a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> asked <a href="https://www.smartkarma.com/entities/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a> repeatedly to respond to its entreaties, and delay the start of its tender offer until end-May.  </li>
<li>C&amp;F was running a process and wanted to be transparent. When AZ-Com announced, C&amp;F said "we have counter-bidders" and the stock went up. Then a Nikkei article propelled it higher.</li>
<li>AZ-Com then asked, twice, for clarity from C&amp;F, saying investors deserved more information. The shoe was on the other foot. Now C&amp;F has responded. Again. </li>
</ul>



Chilled &amp; Frozen Logistics Holdings (9099 JP) asked AZ-Com Maruwa Holdings (9090 JP) repeatedly to respond to its entreaties, and delay the start of its tender offer until end-May.  
C&amp;F was running a process and wanted to be transparent. When AZ-Com announced, C&amp;F said "we have counter-bidders" and the stock went up. Then a Nikkei article propelled it higher.
AZ-Com then asked, twice, for clarity from C&amp;F, saying investors deserved more information. The shoe was on the other foot. Now C&amp;F has responded. Again. 


C&F (9099) Pushes Back on AZ-Com Call for Transparency, Again. Still Not A Buy.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> shares are trading 85.7% above <a href="https://www.smartkarma.com/entities/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a> JPY3,000 offer due to the disclosure of four counterbidders. </li>
<li>The white knight “winning” bidder can secure the Board’s recommendation if it is the highest offer (likely well below the last close) and does not result in AZ-COM Maruwa-type dis-synergies. </li>
<li>AZ-COM Maruwa would face the dilemma of bumping, particularly if the white knight bidder secures irrevocables and the Board presents a compelling case to support the white knight bidder.</li>
</ul>



Chilled &amp; Frozen Logistics Holdings (9099 JP) shares are trading 85.7% above AZ-Com Maruwa Holdings (9090 JP) JPY3,000 offer due to the disclosure of four counterbidders. 
The white knight “winning” bidder can secure the Board’s recommendation if it is the highest offer (likely well below the last close) and does not result in AZ-COM Maruwa-type dis-synergies. 
AZ-COM Maruwa would face the dilemma of bumping, particularly if the white knight bidder secures irrevocables and the Board presents a compelling case to support the white knight bidder.


Chilled & Frozen Logistics (9099 JP): Irrational Exuberance Takes Hold

<ul>
<li>In late March, <a href="https://www.smartkarma.com/entities/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a> made an unsolicited ("hostile") bid for <a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> at a near 50% premium at ¥3,000/share.</li>
<li>It traded through, then C&amp;F ran a bid solicitation process, got four bids. Since the day AFTER that announcement, the stock is up 56%. We approach Alps Logistics multiples.</li>
<li>This deal doesn't get the split price benefit that HTS and Alps Logistics did. And it is a fundamentally different logistics business. And target management dynamics are different.</li>
</ul>


In late March, AZ-Com Maruwa Holdings (9090 JP) made an unsolicited ("hostile") bid for Chilled &amp; Frozen Logistics Holdings (9099 JP) at a near 50% premium at ¥3,000/share.
It traded through, then C&amp;F ran a bid solicitation process, got four bids. Since the day AFTER that announcement, the stock is up 56%. We approach Alps Logistics multiples.
This deal doesn't get the split price benefit that HTS and Alps Logistics did. And it is a fundamentally different logistics business. And target management dynamics are different.


Chilled & Frozen Logistics (9099) Gone Ballistic - Reminder of Structure, Price, and Incentives

Japan

Chilled & Frozen Logistics Holdings Co., Ltd. is a holding company. The Company, through its subsidiaries, provides freight transportation and trucking services.

Chilled & Frozen Logistics Holdings (9099 JP)

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Chilled & Frozen Logistics Holdings (9099 JP)

Chilled & Frozen Logistics (9099 JP): SG Holdings’ Stunning JPY5,740 Offer

AZ-COM Maruwa has declined to engage in a bidding war as “the tender offer price proposed by SG Holdings is not a level based on a reasonable...

Arun George

C&F (9099) Pushes Back on AZ-Com Call for Transparency, Again. Still Not A Buy.

AZ-Com has requested clarity 2x. CnF has responded 2x "we're thinking about it" but it's clear AZ-Com's bid is unwelcome. CnF still have 2wks but...

Travis Lundy

Chilled & Frozen Logistics (9099 JP): Irrational Exuberance Takes Hold

The shares have reached stratospheric levels on the expectation of a bidding frenzy. However, a white knight “winning” bidder would struggle to...

Arun George

Chilled & Frozen Logistics (9099) Gone Ballistic - Reminder of Structure, Price, and Incentives

C&F Logistics is now up 175% from pre-AZ-Com bid, and up 83% vs the AZ-Com bid which was up 50% from undisturbed. I don't think bidders need to go...

Travis Lundy

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52-week Range

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Chilled & Frozen Logistics (9099 JP): SG Holdings’ Stunning JPY5,740 Offer

AZ-COM Maruwa has declined to engage in a bidding war as “the tender offer price proposed by SG Holdings is not a level based on a reasonable...

Arun George

SG Holdings to Launch TOB on C&F Logistics (9099) At A Whopping ¥5,740/Share - HUGE Governance Win

CnF Logistics (9099) got a hostile bid out of the blue. Then they went to work to get a better bid, and they got one 91% higher than the 46%...

Travis Lundy

C&F (9099) Pushes Back on AZ-Com Call for Transparency, Again. Still Not A Buy.

AZ-Com has requested clarity 2x. CnF has responded 2x "we're thinking about it" but it's clear AZ-Com's bid is unwelcome. CnF still have 2wks but...

Travis Lundy

Chilled & Frozen Logistics (9099 JP): Irrational Exuberance Takes Hold

The shares have reached stratospheric levels on the expectation of a bidding frenzy. However, a white knight “winning” bidder would struggle to...

Arun George

Chilled & Frozen Logistics (9099) Gone Ballistic - Reminder of Structure, Price, and Incentives

C&F Logistics is now up 175% from pre-AZ-Com bid, and up 83% vs the AZ-Com bid which was up 50% from undisturbed. I don't think bidders need to go...

Travis Lundy