Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a>, as target of activist-ish investor 3D Investment Partners, launched a "Special Committee to Increase Corporate Value" in August 2022. They reported in Nov22 and Feb23. </li>
<li>They also reported in Aug23, mentioning the four listed subs and synergies. Last week, Fujisoft announced it was buying them all out.</li>
<li>
<a href="https://www.smartkarma.com/entities/cybernet-systems-co" target="_blank" data-smartkarma-citation="entities:5445:1" rel="noopener">Cybernet Systems Co (4312 JP)</a>  is one of the two larger ones. It is being done too cheaply. Waaay too cheaply. It would not be impossible to block.</li>
</ul>



Fuji Soft Inc (9749 JP), as target of activist-ish investor 3D Investment Partners, launched a "Special Committee to Increase Corporate Value" in August 2022. They reported in Nov22 and Feb23. 
They also reported in Aug23, mentioning the four listed subs and synergies. Last week, Fujisoft announced it was buying them all out.

Cybernet Systems Co (4312 JP)  is one of the two larger ones. It is being done too cheaply. Waaay too cheaply. It would not be impossible to block.


Fujisoft Tender Offer for Listed Sub Cybernet (4312) - This Is Too Cheap

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/cybernet-systems-co" target="_blank" data-smartkarma-citation="entities:5445:1" rel="noopener">Cybernet Systems Co (4312 JP)</a> has recommended <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a>’s tender offer of JPY1,095 per share, a 31.8% premium to the undisturbed price (8 November).</li>
<li>The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 12.28% ownership ratio.</li>
<li>The offer price is attractive and marginally below the ten-year share price high. The minimum acceptance condition (lower limit) requires a 26.9% minority acceptance rate, which is doable.</li>
</ul>



Cybernet Systems Co (4312 JP) has recommended Fuji Soft Inc (9749 JP)’s tender offer of JPY1,095 per share, a 31.8% premium to the undisturbed price (8 November).
The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 12.28% ownership ratio.
The offer price is attractive and marginally below the ten-year share price high. The minimum acceptance condition (lower limit) requires a 26.9% minority acceptance rate, which is doable.


Cybernet Systems (4312 JP): Fuji Soft’s Tender Offer at JPY1,095

<ul>
<li>After 3D Investment Partners bought a large slug of <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> in early 2022, the company started a review of governance and capital allocation. </li>
<li>The company updated investors in August, and bought in 4 listed subs in November-December 2023. The August update suggested a Q1 2024 decision on use/ownership of real estate.</li>
<li>The Final Report is due in a month. In the meantime, the stock rallied Friday off a news article suggesting the Board was reviewing take-private proposals. Yes, but...</li>
</ul>


After 3D Investment Partners bought a large slug of Fuji Soft Inc (9749 JP) in early 2022, the company started a review of governance and capital allocation. 
The company updated investors in August, and bought in 4 listed subs in November-December 2023. The August update suggested a Q1 2024 decision on use/ownership of real estate.
The Final Report is due in a month. In the meantime, the stock rallied Friday off a news article suggesting the Board was reviewing take-private proposals. Yes, but...


Fuji Soft (9749) - Much Better Governance Process But The Stock Has Run Too Far

<ul>
<li>
<a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> has disclosed that in response to a request from 3D Investment Partners, it has received non-binding privatisation proposals from several private equity funds. </li>
<li>A privatisation proposal would facilitate the exit of 3D, the largest shareholder representing 21.45% of outstanding shares, which has waged an activist campaign since 2022. </li>
<li>A binding privatisation proposal is challenging as the shares have hit a ten-year high, lofty multiple, and the Board seems to prefer its corporate value enhancement measures.</li>
</ul>



Fuji Soft Inc (9749 JP) has disclosed that in response to a request from 3D Investment Partners, it has received non-binding privatisation proposals from several private equity funds. 
A privatisation proposal would facilitate the exit of 3D, the largest shareholder representing 21.45% of outstanding shares, which has waged an activist campaign since 2022. 
A binding privatisation proposal is challenging as the shares have hit a ten-year high, lofty multiple, and the Board seems to prefer its corporate value enhancement measures.


Fuji Soft (9749 JP): A Potential Privatisation Faces Challenges

David Blennerhassett

<ul>
<li>For the month of December 2023, 16 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$10bn.</li>
<li>The average premium for the new deals announced (or first discussed) in December was 44.7%. The average YTD is 39% (117 deals).</li>
<li>This compares to the average premium for all deals in 2022 (106 deals), 2021 (165 deals), 2020 (158 deals), and 2019 (145 deals) of 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of December 2023, 16 new deals (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$10bn.
The average premium for the new deals announced (or first discussed) in December was 44.7%. The average YTD is 39% (117 deals).
This compares to the average premium for all deals in 2022 (106 deals), 2021 (165 deals), 2020 (158 deals), and 2019 (145 deals) of 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Dec 2023: Vinda, Adbri, Perpetual, CPMC, Sigma Health, Shinko Electric

Japan

Cybernet Systems Co., Ltd. provides CAE (Computer Aided Engineering) software for computation/visualization, structural analysis, optical design, electronic design automation, acoustic analysis, and fluid dynamics analysis.  The Company also provides network related software.  Cybernet Systems provides support, training, seminars, and consulting services.

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Cybernet Systems Co (4312 JP)

Fujisoft Tender Offer for Listed Sub Cybernet (4312) - This Is Too Cheap

Fujisoft (9749), as part of its restructuring prodded by activist 3D Investment Partners, has announced TOBs to buy in 4 listed subs. CybernetSys...

Travis Lundy

Cybernet Systems (4312 JP): Fuji Soft’s Tender Offer at JPY1,095

The offer price is attractive and marginally below the ten-year share price high. The minimum acceptance condition (lower limit) requires a 26.9%...

Arun George

Fuji Soft (9749) - Much Better Governance Process But The Stock Has Run Too Far

Fuji Soft rallied 9% Friday after reaching a near-all-time high on Thursday. A Nikkei article hinted the Board was considering PE Firms' take...

Travis Lundy

Fuji Soft (9749 JP): A Potential Privatisation Faces Challenges

A binding privatisation proposal is challenging as the shares have hit a ten-year high, lofty multiple, and the Board prefers its corporate value...

Arun George

(Mostly) Asia M&A, Dec 2023: Vinda, Adbri, Perpetual, CPMC, Sigma Health, Shinko Electric

For the month of December, 16 new deals were discussed on Smartkarma with an overall deal size of ~US$10bn. The average premium for the new deals...

David Blennerhassett

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