Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Equity Bottom-Up

The <a href="https://corp.cocokarafine.co.jp/english/ir/pdf/20210226_eng_03.pdf" target="_blank" rel="noopener">presentation</a> provided by <a href="https://www.smartkarma.com/entities/matsumotokiyoshi-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:2259:1" rel="noopener">Matsumotokiyoshi Holdings Co., Ltd. (3088 JP)</a> and <a href="https://www.smartkarma.com/entities/cocokara-fine-inc" target="_blank" data-smartkarma-citation="entities:15447:1" rel="noopener">Cocokara Fine (3098 JP)</a> when they announced their Management Integration told of two major inputs to what is helping the stocks bounce today. 
There is one other which has been implicit, but people did not appear to include it in their numbers.
There is yet another which is coincidental.
One of the two inputs - expected OP synergies - is probably a bit stronger than people expected. 
The other one - the Business Objective of the Group - is obviously new, but perhaps should not be.
The initial discussion was carried in <a href="https://www.smartkarma.com/insights/matsukiyococokara-co-the-merger" target="_blank" data-smartkarma-citation="insights:48652" rel="noopener">MatsukiyoCocokara &amp; Co - The Merger</a> after a half dozen insights on the deal over the previous 18 months-plus (yes, we've been looking at this a long time).
Below, I break down how each of these inputs shows up in Revenue, OP, and NP based on consensus numbers, adjusted to NEWCO Group Totals and MatsuKiyo-equivalent Per Share Estimates, and historical seasonality to project a quarterly and running 4Q total Revenue, OP, NP, and EPS future consensus.

The presentation provided by Matsumotokiyoshi Holdings Co., Ltd. (3088 JP) and Cocokara Fine (3098 JP) when they announced their Management Integration told of two major inputs to what is helping the stocks bounce today. 
There is one other which has been implicit, but people did not appear to include it in their numbers.
There is yet another which is coincidental.
One of the two inputs - expected OP synergies - is probably a bit stronger than people expected. 
The other one - the Business Objective of the Group - is obviously new, but perhaps should not be.
The initial discussion was carried in MatsukiyoCocokara &amp; Co - The Merger after a half dozen insights on the deal over the previous 18 months-plus (yes, we've been looking at this a long time).
Below, I break down how each of these inputs shows up in Revenue, OP, and NP based on consensus numbers, adjusted to NEWCO Group Totals and MatsuKiyo-equivalent Per Share Estimates, and historical seasonality to project a quarterly and running 4Q total Revenue, OP, NP, and EPS future consensus.

MatsuKiyoCocokara Merger and Implied Forward Forecasts

On Friday after the close, <a href="https://www.smartkarma.com/entities/matsumotokiyoshi-holdings-co" target="_blank" data-smartkarma-citation="entities:2259:1" rel="noopener">Matsumotokiyoshi Holdings Co (3088 JP)</a> and <a href="https://www.smartkarma.com/entities/cocokara-fine-inc" target="_blank" data-smartkarma-citation="entities:15447:1" rel="noopener">Cocokara Fine (3098 JP)</a> announced the details of their Management Integration, including the scrip exchange ratio. Earlier in the month I had written about the possibility of this announcement coming with earnings results but they waited until the last day of the month. Since I wrote and since earnings, Cocokara has outperformed Matsukiyo - by 3.4% through Thursday and an additional 2.8% on Friday, but this late spurt was not really included in the ratio chosen by the two companies when they announced the terms at 1.0 shares of Cocokara per 1.7 share of Matsumotokiyoshi.The merger is set to go through on 1 October after the AGMs for both companies are held 29 June to approve the deal. It will eventually end up as a holding company with operating subsidiaries. There's a lot to think about here. The numbers are reasonably compelling.

On Friday after the close, Matsumotokiyoshi Holdings Co (3088 JP) and Cocokara Fine (3098 JP) announced the details of their Management Integration, including the scrip exchange ratio. Earlier in the month I had written about the possibility of this announcement coming with earnings results but they waited until the last day of the month. Since I wrote and since earnings, Cocokara has outperformed Matsukiyo - by 3.4% through Thursday and an additional 2.8% on Friday, but this late spurt was not really included in the ratio chosen by the two companies when they announced the terms at 1.0 shares of Cocokara per 1.7 share of Matsumotokiyoshi.The merger is set to go through on 1 October after the AGMs for both companies are held 29 June to approve the deal. It will eventually end up as a holding company with operating subsidiaries. There's a lot to think about here. The numbers are reasonably compelling.

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. 

Thematic (Sector/Industry)

The following is an in-depth review of the retail sector by format with a brief overview of incomes and consumption trends and metrics before that. For any investor looking at the Japanese consumer/retail space, this insight will provide a rapid overview of all the major trends.2020 was a year to remember, although not for good reasons. While the news was overwhelmingly negative given the devastation that the pandemic caused to so many lives, for Japan as a country the experience could become a catalyst to spur positive change.No matter how much we might never wish to repeat the last 12 months, those governments and companies that learn from the experience will be better positioned whenever a new pandemic emerges.Department stores, convenience stores, and most fashion chains had a horrible year as so many people stayed away from major shopping areas, but many other retailers actually had stellar years, with further upside still to come.

The following is an in-depth review of the retail sector by format with a brief overview of incomes and consumption trends and metrics before that. For any investor looking at the Japanese consumer/retail space, this insight will provide a rapid overview of all the major trends.2020 was a year to remember, although not for good reasons. While the news was overwhelmingly negative given the devastation that the pandemic caused to so many lives, for Japan as a country the experience could become a catalyst to spur positive change.No matter how much we might never wish to repeat the last 12 months, those governments and companies that learn from the experience will be better positioned whenever a new pandemic emerges.Department stores, convenience stores, and most fashion chains had a horrible year as so many people stayed away from major shopping areas, but many other retailers actually had stellar years, with further upside still to come. 

Japan Retail Full Review 2020-2021: Some Retail Sectors Outperform in a Pandemic

Event-Driven

Just under two years ago, <a href="https://www.smartkarma.com/entities/cocokara-fine-inc" target="_blank" data-smartkarma-citation="entities:15447:1" rel="noopener">Cocokara Fine (3098 JP)</a> was being courted by multiple suitors, and in early Q3 after the Independent Review Committee decided to negotiate with <a href="https://www.smartkarma.com/entities/matsumotokiyoshi-holdings-co" target="_blank" data-smartkarma-citation="entities:2259:1" rel="noopener">Matsumotokiyoshi Holdings Co (3088 JP)</a> rather than <a href="https://www.smartkarma.com/entities/sugi-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:9255:1" rel="noopener">Sugi Holdings (7649 JP)</a>, it looked like a deal was forthcoming. However in early 2020, it was announced that the decision on a ratio was put off and the two companies agreed to a delayed-vs-expectations integration process.Rather than push a deal forward at that moment, the two companies agreed at the end of January 2020 that MatsuKiyo would put up funds (which turned out to be ¥38.4bn) to buy shares of cocokara in a third-party placement of 20% of the company (<a href="https://corp.cocokarafine.co.jp/news/pdf/20200331_TD01.pdf" target="_blank" rel="noopener">completed 31 March</a>), and the two companies would work on a plan to introduce synergies, and then the ratio would be decided when management teams at both firms had a better idea of what effect the synergies might have on future management profit forecasts.Subsequent earnings announcements have suggested that synergies have been found. <div>
<table class="table table-striped"><tbody>
<tr><td colspan="3" style="width: 724px;"><h2>The Schedule of the Integration</h2></td></tr>
<tr>
<td style="width: 128px;">Date</td>
<td style="width: 330px;">Detail</td>
<td style="width: 224px;">Comment</td>
</tr>
<tr>
<td style="width: 128px;">31 Jan 2020</td>
<td style="width: 330px;">Business Integration &amp; Capital Alliance Announcement</td>
<td style="width: 224px;">The New Deal</td>
</tr>
<tr>
<td style="width: 128px;">31 Jan to 30 April 2020</td>
<td style="width: 330px;">Submission of Capital Alliance/Integration to JFTC, JFTC Approval, Cocokara Share Issuance, Equity Affiliate status</td>
<td style="width: 224px;">JFTC Approval, and investment made March 2020</td>
</tr>
<tr>
<td style="width: 128px;">THE NEXT YEAR</td>
<td colspan="2" style="width: 330px;">The two companies will work on the synergies and discuss their vision, plans, etc, and come up with a Merger Ratio, which will be in part dependent on the new management profit forecasts built up after several months or a year's worth of effort at finding synergies.</td>
</tr>
<tr>
<td style="width: 128px;">Feb 2021</td>
<td style="width: 330px;">Execution of definitive agreement related to the Business Integration</td>
<td style="width: 224px;">The Merger Ratio Announcement</td>
</tr>
<tr>
<td style="width: 128px;">June 2021</td>
<td style="width: 330px;">Ordinary general meetings of shareholders of both companies (resolution regarding approval of the Business Integration)</td>
<td style="width: 224px;">The Approvals</td>
</tr>
<tr>
<td style="width: 128px;">1 Oct 2021</td>
<td style="width: 330px;">Effective Date of the Business Integration</td>
<td style="width: 224px;">The Merger</td>
</tr>
</tbody></table>
The cocokara/MatsuKiyo price ratio fell to 1.28 and that was a great time to buy. My trade recommendations on the ratio are marked in the chart below.
Then covid-19 effects knocked markets for a loop and the ratio dropped from 1.43 a month later to 1.20 in mid-March to 1.40 again at end-March as share prices fluctuated wildly. The ratio stabilized in the 1.37-1.43 range until end-May when the ratio jumped. It then moved up steadily to 1.80 last week before dropping to 1.76 where it was in September when I recommended buying both names, noting that Matsumoto Kiyoshi had underperformed its peers.
<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/186/347/original/Screenshot+2021-02-02+at+9.09.30+PM.png?1612271389" class="editor-image img-responsive" data-smartkarma-image-id="186347"></figure></section>
The ratio has fallen since then but both stocks are up, MatsuKiyo up more.
<h3>Where We Are Now</h3>
Just over a week ago, on 22 January 2021, cocokara fine announced that because of the announcement of the state of emergency related to covid-19, workers and service providers working from home might experience some delay in preparing the financial releases and therefore the announcement of Q3 earnings would be put off from the regularly scheduled date of 29 January to 12 February 2021. The statement says no analyst meeting to discuss Q3 results will be held. 
A decision on the definitive agreement on Business Integration is due in February 2021.
Now cocokara is releasing earnings on 12 February, and I believe one should expect Matsumoto Kiyoshi results on the same day. 
Hmmm...
</div>

Just under two years ago, Cocokara Fine (3098 JP) was being courted by multiple suitors, and in early Q3 after the Independent Review Committee decided to negotiate with Matsumotokiyoshi Holdings Co (3088 JP) rather than Sugi Holdings (7649 JP), it looked like a deal was forthcoming. However in early 2020, it was announced that the decision on a ratio was put off and the two companies agreed to a delayed-vs-expectations integration process.Rather than push a deal forward at that moment, the two companies agreed at the end of January 2020 that MatsuKiyo would put up funds (which turned out to be ¥38.4bn) to buy shares of cocokara in a third-party placement of 20% of the company (completed 31 March), and the two companies would work on a plan to introduce synergies, and then the ratio would be decided when management teams at both firms had a better idea of what effect the synergies might have on future management profit forecasts.Subsequent earnings announcements have suggested that synergies have been found. 

The Schedule of the Integration

Date
Detail
Comment


31 Jan 2020
Business Integration &amp; Capital Alliance Announcement
The New Deal


31 Jan to 30 April 2020
Submission of Capital Alliance/Integration to JFTC, JFTC Approval, Cocokara Share Issuance, Equity Affiliate status
JFTC Approval, and investment made March 2020


THE NEXT YEAR
The two companies will work on the synergies and discuss their vision, plans, etc, and come up with a Merger Ratio, which will be in part dependent on the new management profit forecasts built up after several months or a year's worth of effort at finding synergies.


Feb 2021
Execution of definitive agreement related to the Business Integration
The Merger Ratio Announcement


June 2021
Ordinary general meetings of shareholders of both companies (resolution regarding approval of the Business Integration)
The Approvals


1 Oct 2021
Effective Date of the Business Integration
The Merger


The cocokara/MatsuKiyo price ratio fell to 1.28 and that was a great time to buy. My trade recommendations on the ratio are marked in the chart below.
Then covid-19 effects knocked markets for a loop and the ratio dropped from 1.43 a month later to 1.20 in mid-March to 1.40 again at end-March as share prices fluctuated wildly. The ratio stabilized in the 1.37-1.43 range until end-May when the ratio jumped. It then moved up steadily to 1.80 last week before dropping to 1.76 where it was in September when I recommended buying both names, noting that Matsumoto Kiyoshi had underperformed its peers.

The ratio has fallen since then but both stocks are up, MatsuKiyo up more.
Where We Are Now
Just over a week ago, on 22 January 2021, cocokara fine announced that because of the announcement of the state of emergency related to covid-19, workers and service providers working from home might experience some delay in preparing the financial releases and therefore the announcement of Q3 earnings would be put off from the regularly scheduled date of 29 January to 12 February 2021. The statement says no analyst meeting to discuss Q3 results will be held. 
A decision on the definitive agreement on Business Integration is due in February 2021.
Now cocokara is releasing earnings on 12 February, and I believe one should expect Matsumoto Kiyoshi results on the same day. 
Hmmm...


Cocokara/​MatsuKiyo Deal Finally Coming?

When <a href="https://www.smartkarma.com/entities/cocokara-fine-inc" target="_blank" data-smartkarma-citation="entities:15447:1" rel="noopener">Cocokara Fine (3098 JP)</a> was being courted by multiple suitors in Q2 2019, the share price went up compared to the share prices of the suitors. When cocokara Fine chose <a href="https://www.smartkarma.com/entities/matsumotokiyoshi-holdings-co" target="_blank" data-smartkarma-citation="entities:2259:1" rel="noopener">Matsumotokiyoshi Holdings Co (3088 JP)</a> rather than <a href="https://www.smartkarma.com/entities/sugi-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:9255:1" rel="noopener">Sugi Holdings (7649 JP)</a> in early Q3, it was a good time to sell cocokara Fine which had somewhat over-run its near-term potential. The price/book ratio was lower, but the earnings ratio was such that when the two companies looked like they were going to choose a ratio, there was not a lot of upside to cocokara vs MatsuKiyo unless MatsuKiyo paid extra for the synergies. The reason for that, as explained in a couple of my insights was that Matsumoto Kiyoshi ran a tight ship and profit machine and aimed for high gross margins and high turnover per store while cocokara had a different service and growth profile, expanding breadth before expanding profitability. Synergies which added 1% to OPMs at both cocokara and MatsuKiyo would have a much greater impact on relative increase in profitability at cocokara.For whatever reason (I believe it to have been one about price ratio due lack of agreement on cocokara's future prospects when synergies were included) the decision on a ratio was put off early in 2020 and the two companies agreed to a delayed-vs-expectations integration process. The two companies agreed at the end of January 2020 that MatsuKiyo would put up funds (which turned out to be ¥38.4bn) to buy shares of cocokara in a third-party placement of 20% of the company (<a href="https://corp.cocokarafine.co.jp/news/pdf/20200331_TD01.pdf" target="_blank" rel="noopener">completed 31 March</a>), and the two companies would work on a plan to introduce synergies, and then the ratio would be decided when management teams at both firms had a better idea of what effect the synergies might have on future management profit forecasts.<table class="table table-striped"><tbody>
<tr><td colspan="3" style="width: 724px;"><h2>The Schedule of the Integration</h2></td></tr>
<tr>
<td style="width: 128px;">Date</td>
<td style="width: 330px;">Detail</td>
<td style="width: 224px;">Comment</td>
</tr>
<tr>
<td style="width: 128px;">31 Jan 2020</td>
<td style="width: 330px;">Business Integration &amp; Capital Alliance Announcement</td>
<td style="width: 224px;">What you just got</td>
</tr>
<tr>
<td style="width: 128px;">31 Jan to 30 April 2020</td>
<td style="width: 330px;">Submission of Capital Alliance/Integration to JFTC, JFTC Approval, Cocokara Share Issuance, Equity Affiliate status</td>
<td style="width: 224px;">JFTC Approval, and investment made March 2020</td>
</tr>
<tr>
<td style="width: 128px;">THE NEXT YEAR</td>
<td colspan="2" style="width: 330px;">The two companies will work on the synergies and discuss their vision, plans, etc, and come up with a Merger Ratio, which will be in part dependent on the new management profit forecasts built up after several months or a year's worth of effort at finding synergies.</td>
</tr>
<tr>
<td style="width: 128px;">Feb 2021</td>
<td style="width: 330px;">Execution of definitive agreement related to the Business Integration</td>
<td style="width: 224px;">The Merger Ratio Announcement</td>
</tr>
<tr>
<td style="width: 128px;">June 2021</td>
<td style="width: 330px;">Ordinary general meetings of shareholders of both companies (resolution regarding approval of the Business Integration)</td>
<td style="width: 224px;">The Approvals</td>
</tr>
<tr>
<td style="width: 128px;">1 Oct 2021</td>
<td style="width: 330px;">Effective Date of the Business Integration</td>
<td style="width: 224px;">The Merger</td>
</tr>
</tbody></table>I thought the look was going to "disappoint" markets, particularly cocokara, but that it was worth buying the dip on cocokara because confidence that synergies would appear would be good for the combined firm, and synergies that would "prove" the worth of cocokara would show up in the ratio.The cocokara/MatsuKiyo price ratio fell to 1.28 and that was a great time to buy. My trade recommendations on the ratio are marked in the chart below.<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/160/928/original/Screenshot%202020-09-23%20at%208.26.10%20PM.png?1600863982" class="editor-image img-responsive" data-smartkarma-image-id="160928"></figure>Then covid-19 effects knocked markets for a loop and the ratio dropped from 1.43 a month later to 1.20 in mid-March to 1.40 again at end-March as share prices fluctuated wildly. The ratio stabilized in the 1.37-1.43 range until end-May when the ratio jumped. It then moved up steadily to 1.80 last week before dropping to 1.76 where it is now.  Where to now?More below the fold.

When Cocokara Fine (3098 JP) was being courted by multiple suitors in Q2 2019, the share price went up compared to the share prices of the suitors. When cocokara Fine chose Matsumotokiyoshi Holdings Co (3088 JP) rather than Sugi Holdings (7649 JP) in early Q3, it was a good time to sell cocokara Fine which had somewhat over-run its near-term potential. The price/book ratio was lower, but the earnings ratio was such that when the two companies looked like they were going to choose a ratio, there was not a lot of upside to cocokara vs MatsuKiyo unless MatsuKiyo paid extra for the synergies. The reason for that, as explained in a couple of my insights was that Matsumoto Kiyoshi ran a tight ship and profit machine and aimed for high gross margins and high turnover per store while cocokara had a different service and growth profile, expanding breadth before expanding profitability. Synergies which added 1% to OPMs at both cocokara and MatsuKiyo would have a much greater impact on relative increase in profitability at cocokara.For whatever reason (I believe it to have been one about price ratio due lack of agreement on cocokara's future prospects when synergies were included) the decision on a ratio was put off early in 2020 and the two companies agreed to a delayed-vs-expectations integration process. The two companies agreed at the end of January 2020 that MatsuKiyo would put up funds (which turned out to be ¥38.4bn) to buy shares of cocokara in a third-party placement of 20% of the company (completed 31 March), and the two companies would work on a plan to introduce synergies, and then the ratio would be decided when management teams at both firms had a better idea of what effect the synergies might have on future management profit forecasts.
The Schedule of the Integration

Date
Detail
Comment


31 Jan 2020
Business Integration &amp; Capital Alliance Announcement
What you just got


31 Jan to 30 April 2020
Submission of Capital Alliance/Integration to JFTC, JFTC Approval, Cocokara Share Issuance, Equity Affiliate status
JFTC Approval, and investment made March 2020


THE NEXT YEAR
The two companies will work on the synergies and discuss their vision, plans, etc, and come up with a Merger Ratio, which will be in part dependent on the new management profit forecasts built up after several months or a year's worth of effort at finding synergies.


Feb 2021
Execution of definitive agreement related to the Business Integration
The Merger Ratio Announcement


June 2021
Ordinary general meetings of shareholders of both companies (resolution regarding approval of the Business Integration)
The Approvals


1 Oct 2021
Effective Date of the Business Integration
The Merger

I thought the look was going to "disappoint" markets, particularly cocokara, but that it was worth buying the dip on cocokara because confidence that synergies would appear would be good for the combined firm, and synergies that would "prove" the worth of cocokara would show up in the ratio.The cocokara/MatsuKiyo price ratio fell to 1.28 and that was a great time to buy. My trade recommendations on the ratio are marked in the chart below.Then covid-19 effects knocked markets for a loop and the ratio dropped from 1.43 a month later to 1.20 in mid-March to 1.40 again at end-March as share prices fluctuated wildly. The ratio stabilized in the 1.37-1.43 range until end-May when the ratio jumped. It then moved up steadily to 1.80 last week before dropping to 1.76 where it is now.  Where to now?More below the fold.

Cocokara/MatsuKiyo - Big Gains Since Delay, Stay Long Both

Japan

MatsukiyoCocokara & Co. operates drug store chains. The Company retails medicines, cosmetics, health foods, beauty care products, and other products. MatsukiyoCocokara & also operates supermarkets and home centers.

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MatsukiyoCocokara (3088 JP)

MatsuKiyoCocokara Merger and Implied Forward Forecasts

The MatsuKiyo+Cocokara NEWCO makes for a compelling investment. One model for the breakdown of the components of forward revenue, OP, and NP, and...

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MatsukiyoCocokara & Co - The Merger

The MatsuKiyo Cocokara merger NEWCO will be named MatsuKiyo Cocokara. That's boring. The details, however, are not. This stock is cheap and...

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Japan Retail Full Review 2020-2021: Some Retail Sectors Outperform in a Pandemic

An in-depth update for investors in Japan's retail and consumer space on Japan's retail sector by retail type as well as a review of the impact of...

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Cocokara/MatsuKiyo Deal Finally Coming?

10 days ago cocokara fine (3098) announced a delay in Q3 earnings because of the coronavirus emergency measures - to the same day as MatsuKiyo...

Travis Lundy

Cocokara/MatsuKiyo - Big Gains Since Delay, Stay Long Both

When Cocokara Fine (3098 JP) was bee

Travis Lundy

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

MatsuKiyoCocokara Merger and Implied Forward Forecasts

The MatsuKiyo+Cocokara NEWCO makes for a compelling investment. One model for the breakdown of the components of forward revenue, OP, and NP, and...

Travis Lundy

MatsukiyoCocokara & Co - The Merger

The MatsuKiyo Cocokara merger NEWCO will be named MatsuKiyo Cocokara. That's boring. The details, however, are not. This stock is cheap and...

Travis Lundy

Japan Retail Full Review 2020-2021: Some Retail Sectors Outperform in a Pandemic

An in-depth update for investors in Japan's retail and consumer space on Japan's retail sector by retail type as well as a review of the impact of...

Michael Causton

Cocokara/​MatsuKiyo Deal Finally Coming?

10 days ago cocokara fine (3098) announced a delay in Q3 earnings because of the coronavirus emergency measures - to the same day as MatsuKiyo...

Travis Lundy

Cocokara/MatsuKiyo - Big Gains Since Delay, Stay Long Both

When Cocokara Fine (3098 JP) was bee

Travis Lundy

Cocokara/MatsuKiyo Deal Finally Coming?