IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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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

Konoike Transport Co Ltd operates production and distribution processes and plant equipment installation service at clients' work cites. Clients range from the basic materials industry to consumer staples, airline and medical industries. The company also operates logistics business domestically and intern ationally.

MITSUI-SOKO Holdings Co., Ltd. provides warehousing and marine, land, and air freight transportation services.  The Company also operates a real estate business of leasing its own land and buildings.

SBS Holdings, Inc. provides integrated logistic services. The Company's services include one-stop marketing such as logistic consulting, logistic management and logistic development, special transportation, and low-temperature logistic. SBS Holdings also offers human resources and information technologies services.

Maruwa Unyu Kikan Co. Ltd. provides logistical transportation services. The Company conducts normal temperature logistics, low-temperature food distribution, and pharmaceuticals and medical logistics. Maruwa Unyu Kikan also provides logistics consulting and warehousing services.

Yasuda Logistics Corp operates warehouses in Tokyo, Yokohama, and their surrounding areas.  The Company also provides trucking services, handles marine cargo, and leases real estate.  The Yasuda Warehouse operates international air, land, and sea intermodal transportation as well.

The Shibusawa Warehouse Co., Ltd. provides warehousing and inland and marine transportation services.  The Company also provides moving services and international transportation services.  The Shibusawa Warehouse operates real estate leasing businesses as well.

AIT CORPORATION provides comprehensive international cargo and container booking services.  The Company mainly operates its business in Japan, China and other major Asian cities.

Chuo Warehouse Co., Ltd., based in Kyoto prefecture, is a warehouse operator specializing in storage of synthetic textiles.  The Company handles imported cargo and operates its business in the Tokai and Tokyo areas as well.

LOGINET JAPAN Co., LTD. is a holding company established jointly by Sapporo Express and Chuo Express.  The Group operates freight trucking transportation services.  Loginet Japan also sells vehicles and office equipment and provides car repair services.

Maruzen Showa Unyu Co., Ltd. provides van truckload, international logistics, marine cargo transportation, cargo handling, air cargo transportation, and warehousing services.  The Company has consignors of NKK Corp. and Showa Denko and transports Fuji Photo Film exports.  The Company offers customs clearing services and leases real estate as well.

Singapore Post Limited is the national postal service provider in Singapore. The Company provides domestic and international postal and courier services including end-to-end integrated mail solutions covering data printing, letter-shopping, delivery and mailroom management, and others. Singapore Post also offers end-to-end e-commerce logistics solutions.

Transport Corporation of India Limited provides integrated cargo transportation and logistics services. The Company provides handling of heavy-duty cargo through surface movement, door-to-door distribution for time committed cargo, and coastal shipping. The Company moves a variety of products, including raw materials, industrial products, pharmaceuticals, and agricultural products.

Orient International Enterprise Ltd. provides import and export services and agency service for a variety of apparel manufacturers, including London Fog, Rifle, Calvin Klein, and Polo labels. The Company also invests in the biochemical business.

Orient International Enterprise, Ltd (600278 CH)

Allcargo Logistics Limited is a full service logistics company. The Company offers specialized logistics services across multimodal transport operations, container freight station operations and project and engineering solutions.

Forward Air Corporation provides transportation services to air freight forwarders, air cargo carriers, and domestic and international airlines.  The Company also operates a truckload business that is an irregular route, high service-level carrier that transports a wide range of commodities in both interstate and intrastate commerce.

PostNL NV collects, transports, stores, sorts, and distributes letters, printed matter, parcels, documents, and freight items.  The Company provides mail and logistics services domestically and internationally.

CTT-Correios de Portugal SA provides commercial services. The Company offers multi-services platform including efficient postal delivery services, and financial services. CTT-Correios delivers letters and packages worldwide.

Air Transport Services Group, Inc. provides air cargo transportation services. The Company offers aircraft leasing, airport ground services, fuel management, specialized transportation management, and air charter brokerage services. Air Transport Services Group serves customers in the United States, Canada, and Puerto Rico.

Air Transport Services Group Inc (ATSG US)

CTS International Logistics Corporation Limited provides cross-border integrated logistics services and supply chain trading businesses. The Company's cross-border integrated logistics services mainly include contracting and subcontracting international air and sea transport operations.

Cts International Logistics Corp (603128 CH)

Farglory F T Z Investment Holding Co.,Ltd. provides land, sea, and air transportation services, as well as operates air cargo terminal, forwarders building, value-added park, international logistics center, and enterprise business center.

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

Price Gauge

52-week Range

Market Cap (USDm)

P/E

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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