Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life (8750 JP)</a>'s proposal suggests more upside to <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One (2412 JP)</a>'s minorities than originally thought, and less upside (but still a chunk) to <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a>.</li>
<li>It's all over for <a href="https://www.smartkarma.com/entities/eoflow-co-ltd" target="_blank" data-smartkarma-citation="entities:36100:1" rel="noopener">EOFlow (294090 KS)</a>, as <a href="https://www.smartkarma.com/entities/medtronic-plc" target="_blank" data-smartkarma-citation="entities:14982:1" rel="noopener">Medtronic Plc (MDT US)</a> folds it tent. </li>
<li>Cho Hyun-Sik (eldest son of Cho Yang-Rae, Chairman of <a href="https://www.smartkarma.com/entities/hankook-company-co-ltd" target="_blank" data-smartkarma-citation="entities:19369:1" rel="noopener">Hankook &amp; Company (000240 KS)</a> has joined MBK Partners in making a partial Tender Offer for Hankook &amp; Co.</li>
</ul>



Dai Ichi Life (8750 JP)'s proposal suggests more upside to Benefit One (2412 JP)'s minorities than originally thought, and less upside (but still a chunk) to Pasona Group (2168 JP).
It's all over for EOFlow (294090 KS), as Medtronic Plc (MDT US) folds it tent. 
Cho Hyun-Sik (eldest son of Cho Yang-Rae, Chairman of Hankook &amp; Company (000240 KS) has joined MBK Partners in making a partial Tender Offer for Hankook &amp; Co.


Last Week in Event SPACE: Pasona/Benefit One, EOFlow, Swire Pacific, Hankook & Co, Toyo Construction

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/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a>'s pre-conditional tender offer for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> has a total value of JPY285,733 million (JPY1,800 per share).</li>
<li>The offer structure is that <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> will receive JPY1,800 less TOB tax benefits. Minorities will receive JPY1,800 plus the proportionate share of Pasona’s TOB tax benefits. </li>
<li>Our estimated minority offer price is JPY2,086 per share, which is 15.9% higher than the JPY1,800 floor price and 9.1% higher than the last close price.</li>
</ul>



Dai Ichi Life Insurance (8750 JP)'s pre-conditional tender offer for Benefit One Inc (2412 JP) has a total value of JPY285,733 million (JPY1,800 per share).
The offer structure is that Pasona Group (2168 JP) will receive JPY1,800 less TOB tax benefits. Minorities will receive JPY1,800 plus the proportionate share of Pasona’s TOB tax benefits. 
Our estimated minority offer price is JPY2,086 per share, which is 15.9% higher than the JPY1,800 floor price and 9.1% higher than the last close price.


Benefit One (2412 JP): Thoughts on the Potential Minority Offer Price

<ul>
<li>After <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> announced an intention to buy 51.16%-55.00% of <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> via a partial Tender Offer at ¥1,600, <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a> took off. </li>
<li>Now <a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a> has countered with an unsolicited ¥1,800/share Offer  of Equity Value; TOB followed by a Benefit One buyback to mop up Pasona's stake.</li>
<li>The big news is how tax would be applied under Dai Ichi's deal structure, which should see Pasona's net proceeds significantly exceed those under M3's Offer. </li>
</ul>


After M3 Inc (2413 JP) announced an intention to buy 51.16%-55.00% of Benefit One Inc (2412 JP) via a partial Tender Offer at ¥1,600, Pasona Group (2168 JP) took off. 
Now Dai Ichi Life Insurance (8750 JP) has countered with an unsolicited ¥1,800/share Offer  of Equity Value; TOB followed by a Benefit One buyback to mop up Pasona's stake.
The big news is how tax would be applied under Dai Ichi's deal structure, which should see Pasona's net proceeds significantly exceed those under M3's Offer. 


<ul>
<li>
<a href="https://www.smartkarma.com/entities/dai-ichi-life-insurance" target="_blank" data-smartkarma-citation="entities:1109:1" rel="noopener">Dai Ichi Life Insurance (8750 JP)</a>'s pre-conditional tender offer for <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> is JPY1,800 (floor price) + share of <a href="https://www.smartkarma.com/entities/pasona-group-inc" target="_blank" data-smartkarma-citation="entities:15778:1" rel="noopener">Pasona Group (2168 JP)</a>’s TOB tax benefits.</li>
<li>The pre-conditions relate to the Board recommendation, Pasona support, and <a href="https://www.smartkarma.com/entities/m3-inc" target="_blank" data-smartkarma-citation="entities:13316:1" rel="noopener">M3 Inc (2413 JP)</a> offer not completing its partial offer. The tender offer starts in mid-January 2024 (20 business days).</li>
<li>While the Dai-ichi Life offer is light, M3's engagement in a bidding war is low. The proposed minimum acceptance condition (15.51% ownership ratio) requires a 32% minority acceptance rate.</li>
</ul>



Dai Ichi Life Insurance (8750 JP)'s pre-conditional tender offer for Benefit One Inc (2412 JP) is JPY1,800 (floor price) + share of Pasona Group (2168 JP)’s TOB tax benefits.
The pre-conditions relate to the Board recommendation, Pasona support, and M3 Inc (2413 JP) offer not completing its partial offer. The tender offer starts in mid-January 2024 (20 business days).
While the Dai-ichi Life offer is light, M3's engagement in a bidding war is low. The proposed minimum acceptance condition (15.51% ownership ratio) requires a 32% minority acceptance rate.


Benefit One (2412 JP): Dai-Ichi Life Counters M3 with a Privatisation Offer

Travis Lundy

<ul>
<li>Since the announcement of the <a href="https://www.smartkarma.com/entities/benefit-one-inc" target="_blank" data-smartkarma-citation="entities:14502:1" rel="noopener">Benefit One Inc (2412 JP)</a> partial offer, the stock has traded 16+mm shares in the market, which is about 40% of Real World Float.</li>
<li>Some of that has been traded multiple times. Looking only at that data would suggest a higher pro-ration, but I expect there is other data one must take into account.</li>
<li>Benefit One shares are currently trading at a level suggesting either lower participation OR higher back-end despite the earnings guidance downgrade at announcement.</li>
</ul>


Since the announcement of the Benefit One Inc (2412 JP) partial offer, the stock has traded 16+mm shares in the market, which is about 40% of Real World Float.
Some of that has been traded multiple times. Looking only at that data would suggest a higher pro-ration, but I expect there is other data one must take into account.
Benefit One shares are currently trading at a level suggesting either lower participation OR higher back-end despite the earnings guidance downgrade at announcement.


Benefit One (2412) - Pro-Ration Expectations Update

Japan

JMDC Inc. offers information services. The Company provides medical data statistics, life insurance data statistics, health data platform management, and other services. JMDC provides its services throughout Japan.

Software Service, Inc. develops and sells medical information software for hospital uses.  The products include electronic medical carte and order entry system.  The Company also provides training and maintenance services.

Findex Inc plans, develops and maintains software products specialized in healthcare.  The Company also builds and provides medical net-work system for medical industry.

Medical Data Vision Co.,Ltd. was founded in 2003. The company's line of business includes developing integrated medical information systems, analysis of medical information, and business consulting for medical institutions.

ASAHI INTECC CO., LTD. manufactures medical tools as well as both medical and industrial-use stainless wire rope.  The Company's main products include catheters, guidewires, and miniature coils for endoscopic devices.

MEDIPAL HOLDINGS CORPORATION manufactures and sells medical tools and equipment, nursing equipment, and wholesales pharmaceuticals.

SYSMEX CORPORATION manufactures reagents and equipment for clinical tests including hematologic (blood) and immune tests. The Company also develops, manufactures, and trades particle analyzers such as blood coagulation analyzer and related software. Manufacturing and sales outside Japan include the United States, EMEA, China and Asia Pacific regions.

JEOL Ltd. manufactures electron optics instruments and analytical instruments including electron microscope, X-ray diffractometer and spectrometer and thermographs.  The Company also makes semiconductor manufacturing equipment, medical equipment and industrial equipment.

NIHON KOHDEN CORPORATION develops, manufactures, and sells medical equipment, transformers, and power switches and devices.  The Company's products include testing equipment for cerebral nerve such as electroencephalographs, circulatory systems, diagnostic equipment, catheters, biogenic monitoring systems such as electrocardiographs used into patient monitoring systems.

Alfresa Holdings Corporation is a holding company established through the merger of Azwell Inc. and Fukujin Co., Ltd.  The Company's subsidiaries mainly wholesale and manufacture medical related products including medicines, reagents, and medical tools and equipment.

Pro Medicus Limited develops and supplies proprietary software and IT solutions for large medical corporations and individual medical group practices.  The Group's services include billing and management systems for diagnostic imaging providers, clinical reporting systems, and appointment booking services.  Pro Medicus' e-mail system delivers encrypted diagnostic reports to group doctors.

Evolent Health, Inc. provides a purpose-built platform, powered by our technology, proprietary processes and integrated services, enables providers to migrate their economic orientation from fee-for-service, or FFS, reimbursement to payment models that reward high-quality and cost-effective care, or value-based payment models.

Winning Health Technology Group Co., Ltd. develops and sells medical software, and provides technology supporting services and comprehensive information technology solutions to the health care industry.

Winning Health Technology Group Co., Ltd. A (300253 CH)

Winning Health Technology Group Co., Ltd. A

NextGen Healthcare, Inc. develops and markets healthcare information systems. The Company's systems automate medical group practices, physical hospitals, management service organizations, community health centers, and dental schools. NextGen Healthcare offers its services throughout the United States.

Omnicell, Inc. provides an integrated suite of clinical infrastructure and workflow automation solutions for healthcare facilities.  The Company's solutions include pharmacy and supply systems, clinical reference tools, an Internet-based procurement application, and decision support tools.  Omnicell sells and leases its products and services to a range of healthcare facilities.

HealthStream, Inc. offers a Web-based solution to the continuing education and training needs of the healthcare community.  The Company distributes numerous hours of continuing education and training content to doctors, nurses, allied health professionals, and other healthcare workers through its network of distribution partners.

Allscripts Healthcare Solutions, Inc. develops and markets clinical software. The Company's products include electronic health records, electronic prescribing, revenue cycle management, practice management, document management, medication services, hospital care management, emergency department information systems and homecare automation.

Allscripts Healthcare Solutions (MDRX US)

EMIS Group Plc is a healthcare information technology company. The Company computerizes patients' medical records and allows primary, secondary and community healthcare practitioners to view and contribute to a patient's core medical record.

Craneware plc engages in the development, licensing, and ongoing support of computer software for the United States healthcare industry. The company offers access management and strategic pricing products comprising InSight Medical Necessity, which provides medical necessity validation and advance beneficiary notice creation; and Patient Charge Estimator software, which simplifies the process of providing patient bill estimates for inpatient and outpatient services. It also provides charge capture and pricing solutions include Chargemaster Toolkit that automates chargemaster management processes for capturing optimal legitimate reimbursement for hospitals; Physician Revenue Toolkit, a software for managing physician group charges, codes, RVUs, fee schedules, and related information; Pricing Analyzer software that simplifies the price modeling process; Reference Plus, a platform for hospitals to perform chargemaster analysis; Pharmacy ChargeLink, which improves charge capture, pricing, and cost management; and Supplies ChargeLink that optimize reimbursement for codable supplies by identifying missing or invalid charges, as well as offers supporting modules. In addition, the company offers coding integrity solutions consisting of Bill Analyzer, which automates claim and coding reviews to identify missed charges, billing errors, and categorize areas of risk. Further, it provides revenue recovery and retention solutions, including InSight Audit, a Web-based audit management tool to manage claim audits and workflow from one central location; InSight Payment Variance Analyzer, which identifies, tracks, and helps eliminate revenue lost in the form of underpaid claims; and InSight Denials that analyses, tracks, trends, and reports on denial data. Additionally, the company offers companion implementation and consulting services. Craneware plc was founded in 1999 and is headquartered in Edinburgh, the United Kingdom.

Simulations Plus, Inc. develops drug discovery and development simulation software, which is licensed to and used in the conduct of drug research for pharmaceutical companies worldwide.  The Company's other businesses are based on its proprietary software technologies and provide support for the emerging pharmaceutical enterprise.

M3, Inc. supplies medical information services for doctors through the Internet. The Company also supports marketing of pharmaceutical companies and medical equipment manufacturers.

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M3 Inc (2413 JP)

Last Week in Event SPACE: Pasona/Benefit One, EOFlow, Swire Pacific, Hankook & Co, Toyo Construction

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

Benefit One (2412 JP): Thoughts on the Potential Minority Offer Price

Pasona will receive JPY1,800 less TOB tax benefits. Minorities will receive JPY1,800 plus a share of Pasona’s TOB tax benefits. In this note, we...

Arun George

Pasona Is Up Bigly. More To Come

Even if Dai-Ichi Life Offer for Pasona (via the buyback) is done at a small discount to M3's Offer, it would still be worth signficantly more to...

David Blennerhassett

Benefit One (2412 JP): Dai-Ichi Life Counters M3 with a Privatisation Offer

While the Dai-ichi Life offer is light, M3's engagement in a bidding war is low. Expect the Board and Pasona to support the offer. At the last...

Arun George

Benefit One (2412) - Pro-Ration Expectations Update

M3 launched a Partial Tender Offer to buy out Pasona's stake in Benefit One (2412). It is a short-dated tender, closing next week. This is an...

Travis Lundy

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