Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Chilled & Frozen Logistics Holdings / Event-Driven

<ul>
<li>Today, after the close, <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> released a required (by the FIEA) Target Opinion Statement saying "Opinion Withheld."</li>
<li>C&amp;F notes that it had received 9 possible counter-proposals, offered due dili to a certain extent, and by May 1, had 4 binding offers. </li>
<li>There are interesting competitive dynamics at play here, but cross-holding concentration matters. The question is... <em>How much is enough?</em>
</li>
</ul>


Today, after the close, Chilled &amp; Frozen Logistics Holdings (9099 JP) released a required (by the FIEA) Target Opinion Statement saying "Opinion Withheld."
C&amp;F notes that it had received 9 possible counter-proposals, offered due dili to a certain extent, and by May 1, had 4 binding offers. 
There are interesting competitive dynamics at play here, but cross-holding concentration matters. The question is... How much is enough?



Chilled & Frozen's Target Opinion Statement; Chotto Matte (Four Counterbidders)

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/az-com-maruwa-holdings" target="_blank" data-smartkarma-citation="entities:17280:1" rel="noopener">AZ-Com Maruwa Holdings (9090 JP)</a> has satisfied the precondition for its hostile <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> JPY3,000 offer. The offer closes on 17 June (31 business days).</li>
<li>AZ-COM Maruwa has called the Board’s bluff by providing sufficient time (extending the offer period from 20 to 31 business days) for a white knight to lob a competing bidder.</li>
<li>While a bump is probable, the shares already factor in a significant bumpitrage premium. A potential bump has a good chance of being lower than the last close.</li>
</ul>



AZ-Com Maruwa Holdings (9090 JP) has satisfied the precondition for its hostile Chilled &amp; Frozen Logistics Holdings (9099 JP) JPY3,000 offer. The offer closes on 17 June (31 business days).
AZ-COM Maruwa has called the Board’s bluff by providing sufficient time (extending the offer period from 20 to 31 business days) for a white knight to lob a competing bidder.
While a bump is probable, the shares already factor in a significant bumpitrage premium. A potential bump has a good chance of being lower than the last close.


Chilled & Frozen Logistics (9099 JP): AZ-COM Maruwa Calls the Board’s Bluff, Launches the Offer

<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> had been sending out questions, and trying to get <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> to delay the start until at least late-May.</li>
<li>AZ-Com Maruwa answered questions (<a href="https://contents.xj-storage.jp/xcontents/AS96767/8ab1adb2/511f/4c2b/b41d/8ee9b69afa57/140120240419573330.pdf" target="_blank" rel="noopener">first</a> and <a href="https://contents.xj-storage.jp/xcontents/AS96767/84331775/46b3/43bb/9e72/0366975d1bfa/140120240426577630.pdf" target="_blank" rel="noopener">second</a> set) and on the 24th, C&amp;F asked AZ-Com to extend. They did not extend. AZ-Com announced the Tender Offer at ¥3,000 today.</li>
<li>C&amp;F responded today saying the TOB is launched without C&amp;F Board approval. Then they said some other things that might be disclosed when C&amp;F's Board presents its Target Opinion.</li>
</ul>



Chilled &amp; Frozen Logistics Holdings (9099 JP) had been sending out questions, and trying to get AZ-Com Maruwa Holdings (9090 JP) to delay the start until at least late-May.
AZ-Com Maruwa answered questions (first and second set) and on the 24th, C&amp;F asked AZ-Com to extend. They did not extend. AZ-Com announced the Tender Offer at ¥3,000 today.
C&amp;F responded today saying the TOB is launched without C&amp;F Board approval. Then they said some other things that might be disclosed when C&amp;F's Board presents its Target Opinion.


AZ-Com Maruwa Launches Hostile TOB on Chilled & Frozen Logistics (9099) - Expect More Fun To Come

<ul>
<li>The <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> Board has responded with several questions regarding <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 pre-conditional hostile offer of JPY3,000 per share.</li>
<li>The Board questions the transaction’s schedule, terms and potential synergies. The Board has also used the ruse that due diligence access would justify a higher offer price.</li>
<li>Expect several rounds of Q&amp;A and a delay to the tender start. If shares continue trading through terms ahead of the tender start, AZ-COM Maruwa will likely have to bump. </li>
</ul>


The Chilled &amp; Frozen Logistics Holdings (9099 JP) Board has responded with several questions regarding AZ-Com Maruwa Holdings (9090 JP)’s pre-conditional hostile offer of JPY3,000 per share.
The Board questions the transaction’s schedule, terms and potential synergies. The Board has also used the ruse that due diligence access would justify a higher offer price.
Expect several rounds of Q&amp;A and a delay to the tender start. If shares continue trading through terms ahead of the tender start, AZ-COM Maruwa will likely have to bump. 


Chilled & Frozen Logistics (9099 JP): Pass The🍿as the Board Responds to AZ-COM Maruwa (9090 JP)

<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> last week announced its <em>"Action to Implement Management That is Conscious of Cost of Capital and Stock Price".</em>
</li>
<li>Today it announced <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> had announced its intention to launch a Tender Offer on C&amp;F Logistics without having contacted C&amp;F first. A HOSTILE deal. Yum.</li>
<li>The deal is proposed at a 50% premium, with the goal of getting to a minimum of 50.00%. This will be interesting.</li>
</ul>



Chilled &amp; Frozen Logistics Holdings (9099 JP) last week announced its "Action to Implement Management That is Conscious of Cost of Capital and Stock Price".

Today it announced AZ-Com Maruwa Holdings (9090 JP) had announced its intention to launch a Tender Offer on C&amp;F Logistics without having contacted C&amp;F first. A HOSTILE deal. Yum.
The deal is proposed at a 50% premium, with the goal of getting to a minimum of 50.00%. This will be interesting.


Chilled & Frozen Logistics (9099) - Hostile Takeover Launched by AZ-Com Maruwa (9090)

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)

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Chilled & Frozen Logistics Holdings (9099 JP)

Chilled & Frozen's Target Opinion Statement; Chotto Matte (Four Counterbidders)

CnF says "Opinion Withheld" for AZCom's TOB. As of 1 May when AZCom launched, CnF had 4 binding Competing Proposals. Earnings out 9 May likely no...

Travis Lundy

Chilled & Frozen Logistics (9099 JP): AZ-COM Maruwa Calls the Board’s Bluff, Launches the Offer

While a bump is probable, the shares already factor in a significant bumpitrage premium. A potential bump has a good chance of being lower than the...

Arun George

AZ-Com Maruwa Launches Hostile TOB on Chilled & Frozen Logistics (9099) - Expect More Fun To Come

AZ-Com Maruwa has launched its hostile TOB for C&F Logistics without C&F Board support. There may be counterproposals and C&F crossholders hold the...

Travis Lundy

Chilled & Frozen Logistics (9099 JP): Pass The🍿as the Board Responds to AZ-COM Maruwa (9090 JP)

Expect several rounds of Q&A and a delay to the tender start. AZ-COM Maruwa could eventually bump closer to the May tender start. However, as...

Arun George

Chilled & Frozen Logistics (9099) - Hostile Takeover Launched by AZ-Com Maruwa (9090)

Logistics biz serial acquiror AZ-Com Maruyu wanted C&F Logistics. They approached, were rebuffed, and months later, they are going hostile. Nidec...

Travis Lundy

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)