Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>The first piece had a question mark in the title. This one has an exclamation point. The exclamation point has value for one investor. Other people? Not so much.</li>
<li>Today post-close we got the deal. I was a little surprised it came this fast, but it's now mostly done it appears - largely as predicted in the <a href="https://www.smartkarma.com/insights/tsuruha-3391-and-welcia-3141-aeon-tsuruha-stake-buy-followed-by-merger" target="_blank" rel="noopener">last piece</a>.</li>
<li>There are things one can probably read into the details. It is probably worth thinking about those, and how those details affect the industry. </li>
</ul>


The first piece had a question mark in the title. This one has an exclamation point. The exclamation point has value for one investor. Other people? Not so much.
Today post-close we got the deal. I was a little surprised it came this fast, but it's now mostly done it appears - largely as predicted in the last piece.
There are things one can probably read into the details. It is probably worth thinking about those, and how those details affect the industry. 


Tsuruha (3391) And Welcia (3141) - Aeon Tsuruha Stake Buy Followed by Merger! [Redux]

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/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a>, <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> and <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> have announced an alliance to establish the largest drugstore alliance in Japan by December 2027.</li>
<li>Aeon will carry out several Tsuruha transactions – buy Oasis 13.58% stake at JPY15,500 per share and, on receiving regulatory approval, reach 27.17% of the voting rights.  </li>
<li>The agreements involve merging Tsuruha and Welcia through a share exchange offer and Aeon subsequently increasing its Tsuruha voting rights from 27.17% to less than 51%. </li>
</ul>



Aeon Co Ltd (8267 JP), Tsuruha Holdings (3391 JP) and Welcia Holdings (3141 JP) have announced an alliance to establish the largest drugstore alliance in Japan by December 2027.
Aeon will carry out several Tsuruha transactions – buy Oasis 13.58% stake at JPY15,500 per share and, on receiving regulatory approval, reach 27.17% of the voting rights.  
The agreements involve merging Tsuruha and Welcia through a share exchange offer and Aeon subsequently increasing its Tsuruha voting rights from 27.17% to less than 51%. 


Aeon (8267 JP), Tsuruha (3391 JP) And Welcia (3141 JP)’s Long-Dated Plan

Expert on Japan Retail and Consumer Markets, JapanConsuming

Michael Causton

Expert on Japan Retail and Consumer Markets

Real Insight on Japanese Consumer Markets

JapanConsuming

JapanConsuming is a specialist research firm producing intelligence on Japanese retail and consumer markets. Founded in 2000, JapanConsuming has become the leading provider of insights on Japanese retailers and consumer trends to retailers, brands, government agencies and investors. As well as a highly regarded monthly report on the market, JapanConsuming produces in-depth reports on retail sectors, seminars on key trends and telephone consulting to investors on trends and retailers.

JapanConsuming was founded by Michael Causton and Roy Larke. 

Equity Bottom-Up

<ul>
<li>Tsuruha is the latest retailer to come under attack from an activist investment fund. </li>
<li>As with Seven &amp; I, the company fended off demands to shake up its board, crucially with the support of Aeon, its largest stakeholder.</li>
<li>The move will likely lead to some careful reconsideration of how Tsuruha and Aeon could work together and may even lead to a Welcia/Tsuruha merger.</li>
</ul>


Tsuruha is the latest retailer to come under attack from an activist investment fund. 
As with Seven &amp; I, the company fended off demands to shake up its board, crucially with the support of Aeon, its largest stakeholder.
The move will likely lead to some careful reconsideration of how Tsuruha and Aeon could work together and may even lead to a Welcia/Tsuruha merger.


Activists May Be Pushing Tsuruha Towards a Merger with Welcia

<ul>
<li>Over the weekend there was an article in the Nikkei saying that <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a> and <a href="https://www.smartkarma.com/entities/welcia-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:20895:1" rel="noopener">Welcia Holdings (3141 JP)</a> were considering a merger. Other media outlets followed.</li>
<li>This has been a possible outcome. <a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> owns 51% of Welcia, 13.6% in Tsuruha, and is negotiating to buy another 13% in Tsuruha from Oasis.</li>
<li>This would create a behemoth. ¥2.2trln in revenues vs ¥1trln for <a href="https://www.smartkarma.com/entities/matsukiyococokara-co" target="_blank" data-smartkarma-citation="entities:2259:1" rel="noopener">MatsukiyoCocokara (3088 JP)</a>. It would be 25% of the market. Questions will be asked about concentration. </li>
</ul>


Over the weekend there was an article in the Nikkei saying that Tsuruha Holdings (3391 JP) and Welcia Holdings (3141 JP) were considering a merger. Other media outlets followed.
This has been a possible outcome. Aeon Co Ltd (8267 JP) owns 51% of Welcia, 13.6% in Tsuruha, and is negotiating to buy another 13% in Tsuruha from Oasis.
This would create a behemoth. ¥2.2trln in revenues vs ¥1trln for MatsukiyoCocokara (3088 JP). It would be 25% of the market. Questions will be asked about concentration. 


Tsuruha (3391) And Welcia (3141) - Aeon Tsuruha Stake Buy Followed by Merger?

<ul>
<li>
<a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> owns 13% of <a href="https://www.smartkarma.com/entities/tsuruha-holdings-inc" target="_blank" data-smartkarma-citation="entities:9536:1" rel="noopener">Tsuruha Holdings (3391 JP)</a>. Oasis owns 13% too. Oasis ran a governance campaign but lost last summer's AGM. Aeon supported Tsuruha.</li>
<li>Tsuruha shares popped in November when Tsuruha said it was looking at its strategic options. BBG reported PE firms were circling. Now Aeon wants to buy Oasis' stake. </li>
<li>That would put Aeon in a near-blocking position without consolidating. And it would mean minorities stayed minorities. The real question is whether this is what Tsuruha wants.</li>
</ul>



Aeon Co Ltd (8267 JP) owns 13% of Tsuruha Holdings (3391 JP). Oasis owns 13% too. Oasis ran a governance campaign but lost last summer's AGM. Aeon supported Tsuruha.
Tsuruha shares popped in November when Tsuruha said it was looking at its strategic options. BBG reported PE firms were circling. Now Aeon wants to buy Oasis' stake. 
That would put Aeon in a near-blocking position without consolidating. And it would mean minorities stayed minorities. The real question is whether this is what Tsuruha wants.


Aeon (8267) Wants To Buy a Bigger Stake in Tsuruha (3391); What Does Tsuruha Want?

Japan

Kusuri no Aoki Holdings Co., Ltd. operates as a holding company. The Company, through its subsidiaries, provides medicines, cosmetics, health foods, beauty care, and household products. Kusuri no Aoki Holdings serves customers in Japan.

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Kusuri no Aoki Holdings (3549 JP)

Tsuruha (3391) And Welcia (3141) - Aeon Tsuruha Stake Buy Followed by Merger! [Redux]

The idea of holding the potential targets (Sundrug, Sugi, Cosmo, Kusuri no Aoki, Create SD, Ain, Nihon Chozai) against a short (or implied short)...

Travis Lundy

Aeon (8267 JP), Tsuruha (3391 JP) And Welcia (3141 JP)’s Long-Dated Plan

We prefer to play these transactions through Tsuruha due to a valuation benchmark (Aeon’s acquisition from Oasis at JPY15,500) and undemanding...

Arun George

Activists May Be Pushing Tsuruha Towards a Merger with Welcia

This insight from last September looked at the likelihood of a merger attempt by Aeon between Welcia and Tsuruha. The reasons for this are similar...

Michael Causton

Tsuruha (3391) And Welcia (3141) - Aeon Tsuruha Stake Buy Followed by Merger?

Over the weekend we have news suggesting Aeon is pushing Tsuruha and Welcia towards a merger after buying Oasis' Tsuruha stake. Both stocks are up....

Travis Lundy

Aeon (8267) Wants To Buy a Bigger Stake in Tsuruha (3391); What Does Tsuruha Want?

Aeon today said it was negotiating to buy activist Oasis' 13% stake in Tsuruha. Aeon wants to own a dominant position in drug stores. It could. The...

Travis Lundy

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