Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Keisei Electric Railway Co / Event-Driven

<ul>
<li>Last October, activist Palliser Capital launched a campaign (<a href="https://www.businesswire.com/news/home/20231017540912/en/Palliser-Capital-Responds-to-Media-Article-Regarding-Investment-in-Keisei-Electric-Railway" target="_blank" rel="noopener">presentation</a>) on well-known "stub trade" <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a> with a stake of about 1.6%. </li>
<li>The proposal? Monetise a decent stake in Oriental Land (4661 JP), repurchase shares, and invest for growth. Keisei responded 6-8 weeks ago with a buyback and 1% OLC stake sale.</li>
<li>I thought that was time to bail. That was it. But now, Palliser has re-engaged. Today a press release (<a href="https://www.businesswire.com/news/home/20240423026545/ja/" target="_blank" rel="noopener">Japanese</a>/<a href="https://www.businesswire.com/news/home/20240423405941/en/Palliser-Capital-Proposes-Advisory-Resolution-to-Give-Shareholders-a-Voice-at-Keisei%E2%80%99s-Forthcoming-AGM" target="_blank" rel="noopener">English</a>) and a <a href="https://mms.businesswire.com/media/20240423405941/en/2107923/1/53951785_PALLISER_CAPITAL_20240424_Letter_to_Keisei_English_2.pdf?download=1" target="_blank" rel="noopener">Letter to the Board</a>.</li>
</ul>


Last October, activist Palliser Capital launched a campaign (presentation) on well-known "stub trade" Keisei Electric Railway Co (9009 JP) with a stake of about 1.6%. 
The proposal? Monetise a decent stake in Oriental Land (4661 JP), repurchase shares, and invest for growth. Keisei responded 6-8 weeks ago with a buyback and 1% OLC stake sale.
I thought that was time to bail. That was it. But now, Palliser has re-engaged. Today a press release (Japanese/English) and a Letter to the Board.


Activist Palliser Re-Engages on Keisei Electric (9009) But The Oppty Remains Unconvincing

<ul>
<li>Over two decades, <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a> has been the subject of softer and harder activist efforts to have Keisei monetise its stake in affiliate Oriental Land (4661).</li>
<li>The most recent efforts were by Palliser last fall, briefly discussed <a href="https://www.smartkarma.com/insights/keisei-electric-rail-9009-a-buyback-but-it-s-likely-to-be-crossholders-selling-in-tostnet-3" target="_blank" rel="noopener">here</a> two weeks ago when Keisei announced a buyback. </li>
<li>Today, Keisei <a href="https://contents.xj-storage.jp/xcontents/AS01810/961e9d0f/2b7a/4eef/89ba/091c3bf36d72/140120240305549065.pdf" target="_blank" rel="noopener">announced</a> (Japanese only) an Accelerated Block Offering of 1% of Oriental Land shares. The accompanying announcement is worth reading. It's pretty clear.</li>
</ul>


Over two decades, Keisei Electric Railway Co (9009 JP) has been the subject of softer and harder activist efforts to have Keisei monetise its stake in affiliate Oriental Land (4661).
The most recent efforts were by Palliser last fall, briefly discussed here two weeks ago when Keisei announced a buyback. 
Today, Keisei announced (Japanese only) an Accelerated Block Offering of 1% of Oriental Land shares. The accompanying announcement is worth reading. It's pretty clear.


Oriental Land (4661) Placement by Keisei Rail (9009) Says "That's the Door"

Asian Insight Provider - Actionable ideas, CrossASEAN Research

Henry Soediarko

Asian Insight Provider - Actionable ideas

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Equity Bottom-Up

Keisei Electric Railway Co / Equity Bottom-Up

<ul>
<li>The activist investor is back and has demanded further action to unlock value from <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a>  management.</li>
<li>Operational numbers are still healthy, but growth is not as large due to the high base.</li>
<li>Immediate pressure to divest Oriental Land thus short <a href="https://www.smartkarma.com/entities/oriental-land-co-ltd" target="_blank" data-smartkarma-citation="entities:13517:1" rel="noopener">Oriental Land (4661 JP)</a>  and long Keisei.</li>
</ul>


The activist investor is back and has demanded further action to unlock value from Keisei Electric Railway Co (9009 JP)  management.
Operational numbers are still healthy, but growth is not as large due to the high base.
Immediate pressure to divest Oriental Land thus short Oriental Land (4661 JP)  and long Keisei.


Keisei Electric Rail (9009): For Relative Value Trade

Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

<ul>
<li>A solution for Keisei, similar to case of parent-subsidiary listing, is cashing OLC shares to raise profitability and growth potential of its business, to eliminate the distortion in market capitalization.</li>
<li>There is a corporate governance issue in that OLC is accepting board members from Keisei, which has below 20% equity and does not clearly explain the synergies of the business.</li>
<li>This can be viewed as part of dissolving cross-shareholdings where the company wants to obtain voting advantage without business synergies and cannot find opportunities to spend the cash it sells.</li>
</ul>


A solution for Keisei, similar to case of parent-subsidiary listing, is cashing OLC shares to raise profitability and growth potential of its business, to eliminate the distortion in market capitalization.
There is a corporate governance issue in that OLC is accepting board members from Keisei, which has below 20% equity and does not clearly explain the synergies of the business.
This can be viewed as part of dissolving cross-shareholdings where the company wants to obtain voting advantage without business synergies and cannot find opportunities to spend the cash it sells.


Keisei Electric Railway's Problems Are Part of a Cross-Shareholding Dissolution Process

David Blennerhassett

<ul>
<li>The CSRC has announced five capital market cooperation measures for the Hong Kong Southbound Connect programs including  RMB dual counters and REITs. </li>
<li>
<a href="https://www.smartkarma.com/entities/jardine-cycle-carriage-ltd" target="_blank" data-smartkarma-citation="entities:347:1" rel="noopener">Jardine Cycle &amp; Carriage (JCNC SP)</a>'s current implied stub value and simple ratio are both highly elevated.</li>
<li>A simple <a href="https://www.smartkarma.com/entities/keisei-electric-railway-co" target="_blank" data-smartkarma-citation="entities:10876:1" rel="noopener">Keisei Electric Railway Co (9009 JP)</a>model says "this doesn't present me with enough upside to warrant it unless I am also really bullish <a href="https://www.smartkarma.com/entities/oriental-land-co-ltd" target="_blank" data-smartkarma-citation="entities:13517:1" rel="noopener">Oriental Land (4661 JP)</a>."</li>
</ul>


The CSRC has announced five capital market cooperation measures for the Hong Kong Southbound Connect programs including  RMB dual counters and REITs. 

Jardine Cycle &amp; Carriage (JCNC SP)'s current implied stub value and simple ratio are both highly elevated.
A simple Keisei Electric Railway Co (9009 JP)model says "this doesn't present me with enough upside to warrant it unless I am also really bullish Oriental Land (4661 JP)."


Last Week in Event SPACE: HK Southbound, Jardine Cycle, Keisei/Oriental Land, BHP/Anglo American

Japan

Hitachi Transport System, Ltd. provides freight truck, port harbor, and marine transportation, logistics, cargo handling, warehousing, and customs clearing services.  The Company mainly transports Hitachi Ltd's freight such as industrial machinery and precision equipment.

Kintetsu Group Holdings provides passenger rail, bus, taxi, and freight truck transportation services in the Kinki region including Osaka, Kyoto, and Nara prefectures.  The Company also offers ground, air, and marine logistics services and operates department stores and real estate business.

Kyushu Railway Company, doing business as JR Kyushu, offers transportation services. The Company provides passenger and railway freight services, as well as route, ticket, and time table information. JR Kyushu serves customers in Japan.

Keio Corporation mainly provides rail and bus transportation services for passengers in the Kanto area.  The Company leases real estate and operates department stores and supermarkets.  Keio also operates hotels in the Shinjuku and Sapporo areas.

TOKYU CORPORATION provides passenger rail transportation, bus transportation, truckload services, and air transportation serving the Tokyo and its surrounding areas.  The Company operates department stores, real estate leasing, and hotel businesses.  Through its subsidiaries, Tokyu offers leisure-related services such as travel agents, theaters. golf, and rent car agents.

Odakyu Electric Railway Co., Ltd. provides passenger rail and bus transportation services in the Kanto and Chubu areas including Tokyo.  The Company also operates department stores, amusement parks, hotels, real estate, and travel businesses.  The Company provides general construction such as residential building and land development.

Hankyu Hanshin Holdings, Inc. is a passenger rail company serving the Kansai area.  The Company also provides passenger bus transportation and logistics services.  In addition, Hankyu Hanshin Holdings operates housing and urban development, athletic facilities, theaters, travel agents, hotels, and other leisure-related services.

SEINO HOLDINGS CO., LTD. comprises a family of companies offering comprehensive transportation and logistics solutions for customers.  The Companyprovides express transportation, door-to-door parcel delivery, moving, contract logistics, and international logistics services via its ground, air, and marine transportation network.  SEINO HOLDINGS also operates Toyota dealers.

TOBU RAILWAY CO., LTD. mainly provides passenger rail and bus transportation services in the Kanto area.  The Company also operates a variety of real estate businesses which construct and sell apartment buildings and single houses, and lease buildings.  Tobu Railway operates an array of businesses such as distributors, amusement parks, and hotels.

Nankai Electric Railway Co., Ltd. provides passenger rail and bus transportation services which cover South Osaka and northern part of Wakayama, including a railway line to new Kansai International airport.  The Company maintains, leases, and sells real estate, operates department stores, amusement parks, travel agents, hotels, and restaurants, and offers construction works.

Aurizon Holdings Ltd is a rail freight company. The Company provides coal, bulk and general freight haulage services, operating on the Central Queensland Coal Network (CQCN) and including specialised track maintenance and workshop support functions.

Ryder System, Inc. provides a continuum of logistics, supply chain, and transportation management solutions worldwide.  The Company's offerings range from full-service leasing, commercial rental and maintenance of vehicles to integrated services.  The Company also offers comprehensive supply chain solutions, logistics management services, and e-Commerce solutions.

Avis Budget Group, Inc. engages in the provision of vehicle sharing and rental services. It operates through the Americas and International segments. The Americas segment licenses the firm's brands for car rentals in the United States. The International segment leases out vehicles in Europe, the Middle East, Africa, Asia, Australia, and New Zealand. It operates under the Avis, Budget, Zipcar, Payless, and Apex brands. The company was founded on August 23, 2006 and is headquartered in Parsippany, NJ.

Lyft, Inc. provides online ridesharing services. The Company offers ride booking, payment processing, and car transportation services. Lyft serves customers in the United States.

Schneider National, Inc. operates as a transportation and logistics services company. The Company offers a broad portfolio of premier truckload, intermodal, and logistics solutions, as well as manages hire trucking fleets in North America. Schneider National provides asset-based truckload services with asset-light intermodal and non-asset logistics offerings.

Landstar System, Inc. is a North American truckload carrier.  The Company transports a variety of freight, including iron and steel, automotive products, paper, lumber, chemicals, foodstuffs, and military hardware.  Landstar provides truckload carrier services, intermodal transportation services, and expedited air and truck services to shippers in the US, Canada, and Mexico.

Shenzhen Yan Tian Port Holding Co. Ltd. operates as holding company. The Company, through its subsidiaries, offers highway operation business, wharfs development and operation, cargo handling and transportation, and other businesses. Shenzhen Yan Tian Port Holding provides importing and exporting services.

Shenzhen Yan Tian Port Holdings Co Ltd. (000088 CH)

Container Corporation of India Limited supplies railway cargo services, via its fleet of container trains.  The Company also provides bonded warehousing services.

Guangshen Railway Company Limited provides railroad passenger, freight transportation, railway facilities, and technical services.  The Company also sells food, beverages and merchandise on aboard and in train stations.

ArcBest Corp is a diversified holding company involved in motor carrier transportation and intermodal transportation operations.  The Company transports a variety of goods around the world.

Keisei Electric Railway Co., Ltd. provides passenger rail and bus transportation services in the Metropolitan Tokyo and Chiba prefecture areas.  The Company operates department and supermarket stores, hotels, travel agents, movie theater and restaurants, and sells, leases, and maintains real estate.  Keisei Electric is a shareholder of Oriental Land Co., Ltd. which operates Tokyo Disneyland.

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Keisei Electric Railway Co (9009 JP)

Activist Palliser Re-Engages on Keisei Electric (9009) But The Oppty Remains Unconvincing

Since I wrote this piece, Keisei vs OLC is down small. Since I wrote the previous one, it is down more. I think there is room to go, but...

Travis Lundy

Oriental Land (4661) Placement by Keisei Rail (9009) Says "That's the Door"

Keisei Rail today announced the offering/sale of 16+mm shares (1.0%) of Oriental Land. There will be a special div as a result. The announcement...

Travis Lundy

Keisei Electric Rail (9009): For Relative Value Trade

Keisei's management received another pressure from activist investor to divest more stakes in Oriental Land. Weak Yen will help to bring tourists...

Henry Soediarko

Keisei Electric Railway's Problems Are Part of a Cross-Shareholding Dissolution Process

I would like to discuss the issues on the March 15 Nikkei article, "Keisei Electric Railway's ownership of OLC shares declines to 19.13%."

Metrical Inc

Last Week in Event SPACE: HK Southbound, Jardine Cycle, Keisei/Oriental Land, BHP/Anglo American

The weekend is here! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

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