Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>A bit over a year ago <a href="https://www.smartkarma.com/entities/renesas-electronics-corp" target="_blank" data-smartkarma-citation="entities:15933:1" rel="noopener">Renesas Electronics (6723 JP)</a> announced its transaction to buy <a href="https://www.smartkarma.com/entities/dialog-semiconductor-plc-664a1f83-2a21-4690-a91f-fb971832e7ad" target="_blank" data-smartkarma-citation="entities:21607:1" rel="noopener">Dialog Semiconductor (DLG GR)</a> for €4.8bn (roughly ¥624bn) and the transaction closed end-August 2021.</li>
<li>In September, Renesas announced a "Progress Update" covering various business segments, expectations for supply in the sector, and eventual "shareholder return" policy.</li>
<li>This past week the Nikkei carried an article talking about a possible stock buyback later this year. I explore.</li>
</ul>


A bit over a year ago Renesas Electronics (6723 JP) announced its transaction to buy Dialog Semiconductor (DLG GR) for €4.8bn (roughly ¥624bn) and the transaction closed end-August 2021.
In September, Renesas announced a "Progress Update" covering various business segments, expectations for supply in the sector, and eventual "shareholder return" policy.
This past week the Nikkei carried an article talking about a possible stock buyback later this year. I explore.


Renesas (6723 JP) - On Top of Peer-Beating Growth, and Valuation... Watch for Buybacks

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/o2micro-international-limited" target="_blank" data-smartkarma-citation="entities:36418:1" rel="noopener">O2Micro International (OIIM US)</a>'s US$5.00 per ADS privatisation offer from FNOF Precious Honour Limited was overwhelmingly approved by shareholders.</li>
<li>The key remaining condition precedent is obtaining the required regulatory approvals related to the listing rules of NASDAQ and the Cayman Islands. There are no Chinese regulatory approvals required.</li>
<li>The conditions precedent should be satisfied shortly. At the current price and for an end-March close, the gross and annualised spread to the offer is 6.4% and 45.6%, respectively. </li>
</ul>



O2Micro International (OIIM US)'s US$5.00 per ADS privatisation offer from FNOF Precious Honour Limited was overwhelmingly approved by shareholders.
The key remaining condition precedent is obtaining the required regulatory approvals related to the listing rules of NASDAQ and the Cayman Islands. There are no Chinese regulatory approvals required.
The conditions precedent should be satisfied shortly. At the current price and for an end-March close, the gross and annualised spread to the offer is 6.4% and 45.6%, respectively. 


O2Micro (OIIM US): US$5 Privatisation Approved, Spread Remains Wide

<ul>
<li>
<a href="https://www.smartkarma.com/entities/o2micro-international-limited" target="_blank" data-smartkarma-citation="entities:36418:1" rel="noopener">O2Micro International (OIIM US)</a>’s EGM to vote on the US$5.00 per ADS privatisation offer from FNOF Precious Honour Limited is on 31 January 2023.</li>
<li>Shareholders representing two-thirds of shares need to approve the deal. As rollover shareholders represent 16.92% of voting rights, 59.88% of disinterested shareholders must vote YES to meet the two-thirds threshold.</li>
<li>While peers have re-rated, the offer is attractive and there are no competing bids. At the last close, the gross spread to the offer is 11.6%.   </li>
</ul>



O2Micro International (OIIM US)’s EGM to vote on the US$5.00 per ADS privatisation offer from FNOF Precious Honour Limited is on 31 January 2023.
Shareholders representing two-thirds of shares need to approve the deal. As rollover shareholders represent 16.92% of voting rights, 59.88% of disinterested shareholders must vote YES to meet the two-thirds threshold.
While peers have re-rated, the offer is attractive and there are no competing bids. At the last close, the gross spread to the offer is 11.6%.   


O2Micro (OIIM US) Privatisation Vote on 31 January

Equity Capital Markets

Renesas Electronics / Equity Capital Markets

<a href="https://www.smartkarma.com/entities/renesas-electronics-corp" target="_blank" data-smartkarma-citation="entities:15933:1" rel="noopener">Renesas Electronics (6723 JP)</a> shares priced at ¥1174/share on the 9th - the first day of Pricing, meaning the issuance would be completed on the <a href="https://disclosure.edinet-fsa.go.jp/E01EW/download?uji.verb=W0EZA104CXP001003Action&amp;uji.bean=ee.bean.parent.EECommonSearchBean&amp;PID=W1E63011&amp;SESSIONKEY=1623555011053&amp;lgKbn=2&amp;pkbn=0&amp;skbn=1&amp;dskb=&amp;askb=&amp;dflg=0&amp;iflg=&amp;preId=1&amp;mul=6723&amp;oth=on&amp;cal=1&amp;era=R&amp;yer=&amp;mon=&amp;pfs=4&amp;row=100&amp;idx=0&amp;str=&amp;kbn=1&amp;flg=&amp;syoruiKanriNo=&amp;s=S100LHP9" target="_blank" rel="noopener">15th</a> and settlement one day later.Outwardly, the Offering appears to have been less well-placed than one would have expected or hoped. On the last day of the domestic investor subscription period, shares traded down to be pasted at the Stabilisation Price line in the last hour of trading on Friday.<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/212/826/original/Screenshot+2021-06-13+at+8.44.07+PM.png?1623588287" class="editor-image img-responsive" data-smartkarma-image-id="212826"></figure></section>This is well off the post-announcement lows and investors, traders, and even I expected that the Pricing Date would see a lower close as long-only funds sold through Broker A to buy through Broker B to increase their ownership but by less than advertised. Market micro-dynamics and investing biases are fascinating subjects of study. I received a number of comments Friday which tell me that given the market price, had the Pricing been 1% lower compared to where shares closed Thursday, peoples' outlook would be quite different. This is despite 151 million shares (40% of the maximum Offering size) having traded in the last 3 days. Taking a step back is worthwhile.

Renesas Electronics (6723 JP) shares priced at ¥1174/share on the 9th - the first day of Pricing, meaning the issuance would be completed on the 15th and settlement one day later.Outwardly, the Offering appears to have been less well-placed than one would have expected or hoped. On the last day of the domestic investor subscription period, shares traded down to be pasted at the Stabilisation Price line in the last hour of trading on Friday.This is well off the post-announcement lows and investors, traders, and even I expected that the Pricing Date would see a lower close as long-only funds sold through Broker A to buy through Broker B to increase their ownership but by less than advertised. Market micro-dynamics and investing biases are fascinating subjects of study. I received a number of comments Friday which tell me that given the market price, had the Pricing been 1% lower compared to where shares closed Thursday, peoples' outlook would be quite different. This is despite 151 million shares (40% of the maximum Offering size) having traded in the last 3 days. Taking a step back is worthwhile.

Equity Bottom-Up

<a href="https://www.smartkarma.com/entities/renesas-electronics-corp" target="_blank" data-smartkarma-citation="entities:15933:1" rel="noopener">Renesas Electronics (6723 JP)</a> on 8 February 2021 announced that they had signed an agreement to acquire <a href="https://www.smartkarma.com/entities/dialog-semiconductor-plc-664a1f83-2a21-4690-a91f-fb971832e7ad" target="_blank" data-smartkarma-citation="entities:21607:1" rel="noopener">Dialog Semiconductor (DLG GR)</a> for an equity value of €4.9bn. The company on the same day <a href="https://www.renesas.com/eu/en/about/press-room/notice-concerning-filing-shelf-registration-statement-issuance-new-shares" target="_blank" rel="noopener">announced</a> a shelf registration to issue up to ¥270bn of shares to pay for the deal.<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/211/854/original/Screenshot+2021-06-08+at+10.38.41+AM.png?1623120032" class="editor-image img-responsive" data-smartkarma-image-id="211854"></figure></section>Renesas shares fell on the news, bounced, then fell, and have traded in a range of ¥1,100-1,300/share since then. In the interim (it will take until the end of 2021 to get the Dialog deal past foreign review boards and anti-trust regulators), the company experienced <a href="https://www.renesas.com/eu/en/node/1509341" target="_blank" rel="noopener">a fire at its Naka Factory</a> which will cost a ¥24bn impact in H1, there is an ongoing global chip shortage affecting both semiconductor makers and their customers, and the end of May saw the company finally <a href="https://www.renesas.com/eu/en/about/press-room/renesas-announces-issuance-new-shares-and-secondary-offering-shares" target="_blank" rel="noopener">announce</a> its equity offering - large at nearly US$4bn. This seemed like an overhang, but has ended up not being so much of one.The interim period, while showing a sideways trend for Renesas, saw its Peers outperform dramatically. The announcement of the equity offering and its size looked like it would present significant overhang. It has not turned out to be the case. There has been a "buy the news" reaction. It is a big offering. There are a bunch of moving parts. And lots of index flow.

Renesas Electronics (6723 JP) on 8 February 2021 announced that they had signed an agreement to acquire Dialog Semiconductor (DLG GR) for an equity value of €4.9bn. The company on the same day announced a shelf registration to issue up to ¥270bn of shares to pay for the deal.Renesas shares fell on the news, bounced, then fell, and have traded in a range of ¥1,100-1,300/share since then. In the interim (it will take until the end of 2021 to get the Dialog deal past foreign review boards and anti-trust regulators), the company experienced a fire at its Naka Factory which will cost a ¥24bn impact in H1, there is an ongoing global chip shortage affecting both semiconductor makers and their customers, and the end of May saw the company finally announce its equity offering - large at nearly US$4bn. This seemed like an overhang, but has ended up not being so much of one.The interim period, while showing a sideways trend for Renesas, saw its Peers outperform dramatically. The announcement of the equity offering and its size looked like it would present significant overhang. It has not turned out to be the case. There has been a "buy the news" reaction. It is a big offering. There are a bunch of moving parts. And lots of index flow.

Renesas Equity Offering - Priced To Go With Index Demand Now and Later

United Kingdom

Dialog Semiconductor PLC manufactures electronic products. The Company provides mixed-signal circuits optimised for smartphones, tablets, ultrabooks, and other portable devices.

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Dialog Semiconductor (DLG GR)

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Renesas - The Aftermath of the Offering

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Travis Lundy

Renesas Equity Offering - Priced To Go With Index Demand Now and Later

Renesas will offer up to 373mm shares or what should be ~$4bn of new and used stock. Pricing (with pushing and shoving before) should be 9 June....

Travis Lundy

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