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>
<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

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<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

<ul>
<li>A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.</li>
<li>ECM developments - <a href="https://www.smartkarma.com/entities/asahi-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:10482:1" rel="noopener">Asahi Group Holdings (2502 JP)</a>'s US$1.3 billion secondary offering; <a href="https://www.smartkarma.com/entities/zeekr-intelligent-technology-holding" target="_blank" data-smartkarma-citation="entities:36785:1" rel="noopener">ZEEKR (ZK US)</a>, <a href="https://www.smartkarma.com/entities/tata-technologies" target="_blank" data-smartkarma-citation="entities:23700:1" rel="noopener">Tata Technologies (TATATECH IN)</a> and <a href="https://www.smartkarma.com/entities/cainiao-smart-logistics-network" target="_blank" data-smartkarma-citation="entities:36859:1" rel="noopener">Cainiao Smart Logistics Network (1437124D HK)</a> IPOs</li>
<li>Event-Driven developments <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>, <a href="https://www.smartkarma.com/entities/japan-best-rescue-system-co" target="_blank" data-smartkarma-citation="entities:13367:1" rel="noopener">Japan Best Rescue System Co (2453 JP)</a>, <a href="https://www.smartkarma.com/entities/eoflow-co-ltd" target="_blank" data-smartkarma-citation="entities:36100:1" rel="noopener">Eoflow (294090 KS)</a>, <a href="https://www.smartkarma.com/entities/haitong-international-securities-group-ltd" target="_blank" data-smartkarma-citation="entities:13153:1" rel="noopener">Haitong International Securities Group (665 HK)</a>, <a href="https://www.smartkarma.com/entities/vinda-international-holdings-limited" target="_blank" data-smartkarma-citation="entities:475:1" rel="noopener">Vinda International (3331 HK)</a>, <a href="https://www.smartkarma.com/entities/amara-holdings-ltd" target="_blank" data-smartkarma-citation="entities:2692:1" rel="noopener">Amara Holdings (AMA SP)</a>.
</li>
</ul>


A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
ECM developments - Asahi Group Holdings (2502 JP)'s US$1.3 billion secondary offering; ZEEKR (ZK US), Tata Technologies (TATATECH IN) and Cainiao Smart Logistics Network (1437124D HK) IPOs
Event-Driven developments Benefit One Inc (2412 JP), Japan Best Rescue System Co (2453 JP), Eoflow (294090 KS), Haitong International Securities Group (665 HK), Vinda International (3331 HK), Amara Holdings (AMA SP).



Weekly Deals Digest (19 Nov) - Benefit One, JBR, Eoflow, Haitong, Vinda, Asahi, Tata Tech, Zeekr

Japan

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)

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

Weekly Deals Digest (19 Nov) - Benefit One, JBR, Eoflow, Haitong, Vinda, Asahi, Tata Tech, Zeekr

Last week, notable developments occurred in Event-Driven (Benefit One, JBR, Eoflow, Celltrion Healthcare, Haitong Intl., Vinda, OreCorp, Amara,...

Arun George

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