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.

Event-Driven

<ul>
<li>Nikkei and Bloomberg report that <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> will be privatised through a KKR-sponsored MBO at a price just below JPY9,000, a 21.8% premium to the last close.</li>
<li>The rumoured privatisation proposal is the culmination of a sale process initiated by 3D Investment Partners, the largest shareholder, in September 2023.</li>
<li>The Board will meet tomorrow to discuss the proposal. The rumoured offer represents an all-time high and a knockout bid, suggesting a done deal if a binding proposal materialises.</li>
</ul>


Nikkei and Bloomberg report that Fuji Soft Inc (9749 JP) will be privatised through a KKR-sponsored MBO at a price just below JPY9,000, a 21.8% premium to the last close.
The rumoured privatisation proposal is the culmination of a sale process initiated by 3D Investment Partners, the largest shareholder, in September 2023.
The Board will meet tomorrow to discuss the proposal. The rumoured offer represents an all-time high and a knockout bid, suggesting a done deal if a binding proposal materialises.


Fuji Soft (9749 JP): A Rumoured KKR-Sponsored MBO

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Last night, <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> announced that KKR had agreed a deal with ValueAct Capital who owns 14.62% of Topcon to have VAC tender shares and invest in Bidco.</li>
<li>Topcon's Special Committee saw nothing wrong with this in terms of fairness. I think that argument needs to be investigated at a broader level. </li>
<li>If Bidder wants 50.1% control and expects passive to agree, and Bidder gets 50.1% to join Bidco at terms, obviously, majority of minority disappears. This is an unintended loophole. </li>
</ul>


Last night, Topcon Corp (7732 JP) announced that KKR had agreed a deal with ValueAct Capital who owns 14.62% of Topcon to have VAC tender shares and invest in Bidco.
Topcon's Special Committee saw nothing wrong with this in terms of fairness. I think that argument needs to be investigated at a broader level. 
If Bidder wants 50.1% control and expects passive to agree, and Bidder gets 50.1% to join Bidco at terms, obviously, majority of minority disappears. This is an unintended loophole. 


[Japan Activism] - ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer

Index Rebalance

<ul>
<li>This year there are 10 Free Float Weight Changes for April. There are 20 Liquidity Factor Changes, 2 Inclusions, and 3 M&amp;A-related downweights. There are 90+ Share Count Change Downweights.</li>
<li>This is a bigger Big April Basket than normally comes around. And there are some big flows. All trades are 28 April at the close.</li>
<li>Total flow is ~US$2.1bn a side. 64 trades of &gt;2 days of ADV, and of those, 27 with &gt;US$10mm to trade (7 of US$50mm+). Top 20 in USD average 5dADV.</li>
</ul>


This year there are 10 Free Float Weight Changes for April. There are 20 Liquidity Factor Changes, 2 Inclusions, and 3 M&amp;A-related downweights. There are 90+ Share Count Change Downweights.
This is a bigger Big April Basket than normally comes around. And there are some big flows. All trades are 28 April at the close.
Total flow is ~US$2.1bn a side. 64 trades of &gt;2 days of ADV, and of those, 27 with &gt;US$10mm to trade (7 of US$50mm+). Top 20 in USD average 5dADV.


The End-April TOPIX Rebalance - US$2.1bn a Side

<ul>
<li>The difference between an LBO (Leveraged Buy Out) and an MBO (Management Buy Out) is that an MBO is usually just an LBO where the buyers don't replace the CEO.</li>
<li>After 4+mos  of speculation/noise since a Bloomberg article said Topcon was weighing takeover bids, we have a deal. KKR and JIC will buy out Topcon in an "MBO" at ¥3,300/share.</li>
<li>Unusually, the lower limit is 50.1%. This is an OK exit for the "<a href="https://www.smartkarma.com/insights/thinking-about-topcon-7732-and-the-new-meti-enabled-bad-cop-good-cop-routine" target="_blank" rel="noopener">Bad Cops</a>" but not a great one. It should be higher. Start delayed for 4 months.</li>
</ul>


The difference between an LBO (Leveraged Buy Out) and an MBO (Management Buy Out) is that an MBO is usually just an LBO where the buyers don't replace the CEO.
After 4+mos  of speculation/noise since a Bloomberg article said Topcon was weighing takeover bids, we have a deal. KKR and JIC will buy out Topcon in an "MBO" at ¥3,300/share.
Unusually, the lower limit is 50.1%. This is an OK exit for the "Bad Cops" but not a great one. It should be higher. Start delayed for 4 months.


[Japan Activism] - KKR and JIC Buy Out Topcon (7732 JP) At ¥3,300/Share

Asia Real Estate News Tracker, Asia Real Estate Tracker

Asia Real Estate Tracker

Asia Real Estate News Tracker

Tracking developments across Asia's regional real estate markets

Equity Bottom-Up

<ul><li>KKR has sold Seiyu to Trial Holdings for $2.5 billion, marking a significant deal in the retail industry.</li><li>Real estate firm Savills has appointed Mitsui Fudosan veteran Eiichiro Onozawa to head its Japan business.</li><li>70% of Senior Directors express confidence in data centres, despite concerns over a worsening talent shortage in the sector.</li></ul>

KKR has sold Seiyu to Trial Holdings for $2.5 billion, marking a significant deal in the retail industry.Real estate firm Savills has appointed Mitsui Fudosan veteran Eiichiro Onozawa to head its Japan business.70% of Senior Directors express confidence in data centres, despite concerns over a worsening talent shortage in the sector.

Asia Real Estate Tracker (07-Mar-2025): KKR sells Seiyu to Trial Holdings for $2.5B.

Japan

FUJI SOFT INCORPORATED is an independent software developer, specializing in communications and machine control software, business application software for bank and insurance companies, and operating system software.  Fuji Soft also installs, manages, and maintains computer systems.  The Company develops and sells word processing packaged software and also provides internet service.

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Fuji Soft Inc (9749 JP)

Fuji Soft (9749 JP): A Rumoured KKR-Sponsored MBO

Reports by two reputable media outlets suggest that the privatisation proposal is real. The rumoured offer represents an all-time high and a...

Arun George

[Japan Activism] - ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer

Value Act has agreed to tender into the KKR deal for Topcon. That makes this deal highly likely to succeed even if a number of people abstain or...

Travis Lundy

The End-April TOPIX Rebalance - US$2.1bn a Side

There is US$2bn a side to trade on 28 April at the close for a variety of reasons. It is a big month of events with a long list of trades which...

Travis Lundy

Asia Real Estate Tracker (07-Mar-2025): KKR sells Seiyu to Trial Holdings for $2.5B.

KKR sells Seiyu, Savills hires Eiichiro Onozawa, data centre confidence high but talent shortage a concern.

Asia Real Estate Tracker

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Fuji Soft (9749 JP): A Rumoured KKR-Sponsored MBO

Reports by two reputable media outlets suggest that the privatisation proposal is real. The rumoured offer represents an all-time high and a...

Arun George

[Japan Activism] - ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer

Value Act has agreed to tender into the KKR deal for Topcon. That makes this deal highly likely to succeed even if a number of people abstain or...

Travis Lundy

The End-April TOPIX Rebalance - US$2.1bn a Side

There is US$2bn a side to trade on 28 April at the close for a variety of reasons. It is a big month of events with a long list of trades which...

Travis Lundy

[Japan Activism] - KKR and JIC Buy Out Topcon (7732 JP) At ¥3,300/Share

The Topcon Deal is out. ¥3,300/share. This may or may not please activists. It is light given extreme confidence in the eyecare biz. But if...

Travis Lundy

Asia Real Estate Tracker (07-Mar-2025): KKR sells Seiyu to Trial Holdings for $2.5B.

KKR sells Seiyu, Savills hires Eiichiro Onozawa, data centre confidence high but talent shortage a concern.

Asia Real Estate Tracker