Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On 28 Feb, the Nikkei <a href="https://asia.nikkei.com/Business/Business-deals/Mitsubishi-readies-sale-of-stake-in-KFC-restaurant-chain-in-Japan" target="_blank" rel="noopener">reported</a> (an article I missed) <a href="https://www.smartkarma.com/entities/mitsubishi-corp" target="_blank" data-smartkarma-citation="entities:20668:1" rel="noopener">Mitsubishi Corp (8058 JP)</a> would seek to unload its 35% stake in <a href="https://www.smartkarma.com/entities/kfc-holdings-japan-ltd" target="_blank" data-smartkarma-citation="entities:12358:1" rel="noopener">Kfc Holdings Japan (9873 JP)</a> </li>
<li>The stock popped, then continued to rise further. After the close Friday, the Nikkei <a href="https://asia.nikkei.com/Business/Business-deals/Carlyle-nears-deal-to-buy-KFC-Japan-s-shares-from-Mitsubishi-Corp" target="_blank" rel="noopener">reported</a> MitCorp was close to a deal with Carlyle. A deal is apparently expected imminently.</li>
<li>I expect this could be a "Split Price Deal" (like Hitachi Transport and Pasona).</li>
</ul>


On 28 Feb, the Nikkei reported (an article I missed) Mitsubishi Corp (8058 JP) would seek to unload its 35% stake in Kfc Holdings Japan (9873 JP) 
The stock popped, then continued to rise further. After the close Friday, the Nikkei reported MitCorp was close to a deal with Carlyle. A deal is apparently expected imminently.
I expect this could be a "Split Price Deal" (like Hitachi Transport and Pasona).


Carlyle Reportedly To Buy KFC Japan (9873) From MitCorp (8058) - Deal Likely Imminent

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/kfc-holdings-japan-ltd" target="_blank" data-smartkarma-citation="entities:12358:1" rel="noopener">Kfc Holdings Japan (9873 JP)</a> has recommended a tender offer from <a href="https://www.smartkarma.com/entities/carlyle-group-inc-the" target="_blank" data-smartkarma-citation="entities:33402:1" rel="noopener">Carlyle Group / (CG US)</a> at JPY6,500 per share, a 20.4% premium to the last close. </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 31.54% ownership ratio.</li>
<li>Due to the <a href="https://www.smartkarma.com/entities/mitsubishi-corp" target="_blank" data-smartkarma-citation="entities:20668:1" rel="noopener">Mitsubishi Corp (8058 JP)</a> irrevocable, the minimum acceptance condition requires a 48.6% minority acceptance rate. The acceptance condition is achievable as the offer is a knockout bid. </li>
</ul>



Kfc Holdings Japan (9873 JP) has recommended a tender offer from Carlyle Group / (CG US) at JPY6,500 per share, a 20.4% premium to the last close. 
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 31.54% ownership ratio.
Due to the Mitsubishi Corp (8058 JP) irrevocable, the minimum acceptance condition requires a 48.6% minority acceptance rate. The acceptance condition is achievable as the offer is a knockout bid. 


KFC Holdings Japan (9873 JP): Carlyle Finger Lickin' Tender Offer at JPY6,500

<ul>
<li>Carlyle has a deal to buy <a href="https://www.smartkarma.com/entities/kfc-holdings-japan-ltd" target="_blank" data-smartkarma-citation="entities:12358:1" rel="noopener">Kfc Holdings Japan (9873 JP)</a>. ¥6,500/share is a 78% premium to undisturbed as a professional holder sells in an auction to the highest bidder.</li>
<li>That's a great format for achieving a great price. And we got one. This should get done easily.</li>
<li>Importantly, the Bidco is named Crispy KK. It is 100% owned by Juicy KK. Juicy KK itself is 100% owned by Crispy Holdings L.P. Someone had some fun.</li>
</ul>


Carlyle has a deal to buy Kfc Holdings Japan (9873 JP). ¥6,500/share is a 78% premium to undisturbed as a professional holder sells in an auction to the highest bidder.
That's a great format for achieving a great price. And we got one. This should get done easily.
Importantly, the Bidco is named Crispy KK. It is 100% owned by Juicy KK. Juicy KK itself is 100% owned by Crispy Holdings L.P. Someone had some fun.


Carlyle To Take KFC Japan (9873) Private at ¥6,500/Share - Big Win For All, a Model Transaction

<ul>
<li>The Nikkei reports that Carlyle is in the final stages of buying <a href="https://www.smartkarma.com/entities/mitsubishi-corp" target="_blank" data-smartkarma-citation="entities:20668:1" rel="noopener">Mitsubishi Corp (8058 JP)</a>’s 35% stake in <a href="https://www.smartkarma.com/entities/kfc-holdings-japan-ltd" target="_blank" data-smartkarma-citation="entities:12358:1" rel="noopener">Kfc Holdings Japan (9873 JP)</a>, which will result in a tender offer. </li>
<li>The structure will likely be similar to the <a href="https://www.smartkarma.com/entities/kddi-corp" target="_blank" data-smartkarma-citation="entities:639:1" rel="noopener">KDDI Corp (9433 JP)</a>/ <a href="https://www.smartkarma.com/entities/lawson-inc" target="_blank" data-smartkarma-citation="entities:1040:1" rel="noopener">Lawson Inc (2651 JP)</a> tender, where MitCorp provides an irrevocable NOT to accept but vote for share consolidation.</li>
<li>The shares have been up 33.6% since Nikkei flagged the sale on 28 February. KFC Japan will trade in line with peers’ multiples at a JPY5,700 offer.  </li>
</ul>


The Nikkei reports that Carlyle is in the final stages of buying Mitsubishi Corp (8058 JP)’s 35% stake in Kfc Holdings Japan (9873 JP), which will result in a tender offer. 
The structure will likely be similar to the KDDI Corp (9433 JP)/ Lawson Inc (2651 JP) tender, where MitCorp provides an irrevocable NOT to accept but vote for share consolidation.
The shares have been up 33.6% since Nikkei flagged the sale on 28 February. KFC Japan will trade in line with peers’ multiples at a JPY5,700 offer.  


KFC Holdings Japan (9873 JP): Carlyle Edging Towards a Tender Offer

David Blennerhassett

<ul>
<li>I tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.</li>
<li>Three new deals discussed this week: <a href="https://www.smartkarma.com/entities/fancl-corp" target="_blank" data-smartkarma-citation="entities:15862:1" rel="noopener">Fancl (4921 JP)</a>'s Tender offer, <a href="https://www.smartkarma.com/entities/a8-new-media-group-ltd" target="_blank" data-smartkarma-citation="entities:3444:1" rel="noopener">A8 New Media (800 HK)</a>'s Scheme, and <a href="https://www.smartkarma.com/entities/jeisys-medical-inc" target="_blank" data-smartkarma-citation="entities:36766:1" rel="noopener">Jeisys Medical (287410 KS)</a>'s delisting offer. Bain also approached <a href="https://www.smartkarma.com/entities/bapcor-ltd" target="_blank" data-smartkarma-citation="entities:8433:1" rel="noopener">Bapcor (BAP AU)</a>.</li>
<li>Key updates took place on: <a href="https://www.smartkarma.com/entities/sigma-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:15966:1" rel="noopener">Sigma Healthcare (SIG AU)</a>, <a href="https://www.smartkarma.com/entities/alumina-ltd" target="_blank" data-smartkarma-citation="entities:939:1" rel="noopener">Alumina (AWC AU)</a>, <a href="https://www.smartkarma.com/entities/greatview-aseptic-packaging" target="_blank" data-smartkarma-citation="entities:10802:1" rel="noopener">Greatview Aseptic Packaging (468 HK)</a>, <a href="https://www.smartkarma.com/entities/helios-techno-holding-co-ltd" target="_blank" data-smartkarma-citation="entities:13934:1" rel="noopener">Helios Techno (6927 JP)</a>, and <a href="https://www.smartkarma.com/entities/tatsuta-electric-wire-cable-co-ltd" target="_blank" data-smartkarma-citation="entities:12509:1" rel="noopener">Tatsuta Electric Wire &amp; Cable (5809 JP)</a>.</li>
</ul>


I tally 50 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma. Inside is a timetable of upcoming key events for each deal.
Three new deals discussed this week: Fancl (4921 JP)'s Tender offer, A8 New Media (800 HK)'s Scheme, and Jeisys Medical (287410 KS)'s delisting offer. Bain also approached Bapcor (BAP AU).
Key updates took place on: Sigma Healthcare (SIG AU), Alumina (AWC AU), Greatview Aseptic Packaging (468 HK), Helios Techno (6927 JP), and Tatsuta Electric Wire &amp; Cable (5809 JP).


(Mostly) Asia-Pac M&A: Fancl, Jeisys Medical, A8 New Media, Bapcor, Helios Techno,Tatsuta Electric

Japan

FUJI KYUKO CO., LTD. provides passenger rail and bus transportation and taxi services in Shizuoka, Yamanashi, and Kanagawa prefectures.  The Company leases and sells real estate, operates department store, and offers construction works. Fuji Kyuko also operates amusement parks, hotels, golf course, skiing ground, restaurants, and other leisure-related businesses.

PLENUS Co., Ltd. sells take-out boxed meals through a franchise system as well as operates Japanese restaurants.  The Company also sells foodstuff, packaging material, and business uniforms.

ICHIBANYA CO., LTD. operates a chain of restaurants specialized in curry dishes nationwide.  The Company operates both franchise and directly managed restaurants.  The Company also sells its curry by mail order.

Monogatari Corporation operates a restaurant chain.  The Company's restaurants include Japanese, BBQ, noodle, and Japanese-style pancake restaurant.

KURA CORPORATION operates a revolving sushi restaurant chain based in Osaka. The Company operates its own stores.

ATOM CORPORATION operates revolving sushi restaurant chain known as Atom Boy. The Company also has BBQ and pork cutlet restaurants and started Italian food business.  The Company operates its own restaurants and also has franchise in Aichi, Fukui,and Ishikawa prefectures.

OHSHO FOOD SERVICE CORP is a Kansai-based operator of Chinese restaurants.  The Company operates directly-run restaurants in Kansai, Chubu, and Kanto regions. Ohsho Food Service also wholesales food material to franchise stores.  The Company mainly sells noodle and gyoza dumpling.

ROYAL HOLDINGS Co., Ltd. operates a restaurant chain known as Royal Host and Sizzler.  The Company operates bakery known as Cafe Croissant.  Royal Holdings also provides food for airline companies.

H.I.S. Co., Ltd. is a travel agency dealing with overseas bookings, package tours, and air courier services.  The Company also sells discount airline tickets.  H.I.S. operates subsidiaries in the United States, the United Kingdom, and Germany.

Komeda Holdings Co. LTD operates full service franchise cafes.

Melco International Development Limited, through its subsidiaries, operates investment banking, financial services, technology, fine-dining, leisure and tourism, property investment, and investment businesses. The Company carries on financial service businesses under the VC CFN and VC CEF brand names.  Melco also customizes and sells trading and back office systems under the iAsia name.

The Star Entertainment Group Limited owns and operates casinos and hotels. The Company offers services and amenities such as gaming facilities, nightclubs, bars, restaurants, exhibition centers. The Star Entertainment Group conducts business in Australia.

Hna-Caissa Travel Group is in the business of public transportation catering service, including airline catering and railway catering services. It also provides hotel catering services.

Jack in the Box Inc. operates and franchises Jack in the Box fast-food restaurants and Qdoba Mexican Grill restaurants. The Company provides a variety of food items including hamburgers, specialty sandwiches, salads, Mexican food, finger foods, and side items. Jack in the Box offers its products and services throughout the United States and Canada.

China Travel International Investment Hong Kong Limited, through its subsidiaries, operates tourist attractions, golf clubs, hotels, and other travel related activities.  The Company also provides passenger transportation as well as freight forwarding and cargo services.

China Travel International Investment Hong Kong (308 HK)

China Travel International Investment Hong Kong

Formosa International Hotels Corporation operates hotels in Taipei.  The Company provides health club, laundry, business meeting, and other hotel services. In addition, Formosa operates restaurants, night clubs, and hotel management consulting.

Guangzhou Lingnan Group Holdings Co. Ltd. is in the hotel management business.  The Company also provides travel, food, and exhibition   space rental services.

Tabcorp Holdings Limited operates as a holding company. The Company, through its subsidiaries, provides gambling, gaming, wagering, and entertainment services. Tabcorp Holdings serves customers in Australia and in the United Kingdom.

Emei Shan Tourism Co.,Ltd provides travel services. The Company provides scenic spot ticket sales, tourist souvenir sales, tourism hotel management, and other services. Emei Shan Tourism also operates passenger cableway management, real estate loans, and other businesses.

The Ambassador Hotel provides lodging and restaurant services.  The Company operates hotels in Taipei, Kaohsiung, and Hsinchu.

KFC Holdings Japan, Ltd. operates chain stores of fried chicken restaurant.  The  Company also operates Pizza Hut restaurant chain.

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Kfc Holdings Japan (9873 JP)

Carlyle Reportedly To Buy KFC Japan (9873) From MitCorp (8058) - Deal Likely Imminent

The Nikkei reported two months ago that MitCorp would sell its 35% KFC Japan (9873) stake. Two months later, we may have a deal imminent.

Travis Lundy