Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

<ul>
<li>Corporate governance report and securities report were inadequate because it was not possible to get a complete picture of how many advisors other than ex-CEOs were involved in the company.</li>
<li>Mitsubishi Electric, which has suffered scandals, has revealed that "senior advisors" have been involved in its management. However, it is possible that advisors influence management at other companies as well.</li>
<li>The ex-CEO isn't necessarily in charge of industry association activities, the compensation of the advisors is undisclosed, and Mitsubishi Electric still has a ways to go in improving management transparency.</li>
</ul>


Corporate governance report and securities report were inadequate because it was not possible to get a complete picture of how many advisors other than ex-CEOs were involved in the company.
Mitsubishi Electric, which has suffered scandals, has revealed that "senior advisors" have been involved in its management. However, it is possible that advisors influence management at other companies as well.
The ex-CEO isn't necessarily in charge of industry association activities, the compensation of the advisors is undisclosed, and Mitsubishi Electric still has a ways to go in improving management transparency.


Advisors' Disclosure Is Inadequate and Other Companies May Have Similar Cases

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/toshiba-corp" target="_blank" data-smartkarma-citation="entities:637:1" rel="noopener">Toshiba Corp (6502 JP)</a> Board now recommends shareholders accept Japan Industrial Partners (JIP)’s pre-conditional tender offer of JPY4,620 per share. The Board also effectively rules out a bump.</li>
<li>The Board unconvincingly recommends the offer in part on the premise that the IFA’s DCF valuation is unrealistic due to punchy forecasts and positive feedback from stakeholders.  </li>
<li>The Board fails to consider that the peers have materially re-rated, the offer’s price ratio remains unattractive and the declining premium of the offer’s implied multiple vs peers’ multiples.</li>
</ul>



Toshiba Corp (6502 JP) Board now recommends shareholders accept Japan Industrial Partners (JIP)’s pre-conditional tender offer of JPY4,620 per share. The Board also effectively rules out a bump.
The Board unconvincingly recommends the offer in part on the premise that the IFA’s DCF valuation is unrealistic due to punchy forecasts and positive feedback from stakeholders.  
The Board fails to consider that the peers have materially re-rated, the offer’s price ratio remains unattractive and the declining premium of the offer’s implied multiple vs peers’ multiples.


Toshiba (6502 JP): Risk/Reward as Board Unconvincingly Recommends JIP’s Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/toshiba-corp" target="_blank" data-smartkarma-citation="entities:637:1" rel="noopener">Toshiba Corp (6502 JP)</a> reports FY2022 results on 12 May. Since the announcement of Japan Industrial Partners (JIP)’s pre-conditional tender offer of JPY4,620 per share, there have been no progress updates. </li>
<li>The spread to the offer is currently 4.2%, suggesting a reasonable probability of success. However, the offer's success ultimately depends on shareholder backing, particularly from the activists on the register.</li>
<li>Shareholder support continues to pose a considerable risk as the peers have re-rated, the offer’s price ratio remains unattractive and the declining premium of the offer’s implied multiple vs peers.</li>
</ul>



Toshiba Corp (6502 JP) reports FY2022 results on 12 May. Since the announcement of Japan Industrial Partners (JIP)’s pre-conditional tender offer of JPY4,620 per share, there have been no progress updates. 
The spread to the offer is currently 4.2%, suggesting a reasonable probability of success. However, the offer's success ultimately depends on shareholder backing, particularly from the activists on the register.
Shareholder support continues to pose a considerable risk as the peers have re-rated, the offer’s price ratio remains unattractive and the declining premium of the offer’s implied multiple vs peers.


Toshiba (6502 JP): Tender Offer Risk/Reward

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Toshiba is trading at a 12-13% annualised return on the arb when using the expected Tender Offer Start Date proposed in the Takeover Announcement on 23 March 2023.</li>
<li>On Day 1-2 post-announcement, Toshiba traded at an 11-13% annualised spread. Since the announcement, a 12-name Peer Basket is up 11+% meaning Toshiba back end risk has shrunk.</li>
<li>Forward consensus EPS ratios have fallen, in part due to the shift forward one fiscal year by comps. We'll see where those lie in a week when earnings come.</li>
</ul>


Toshiba is trading at a 12-13% annualised return on the arb when using the expected Tender Offer Start Date proposed in the Takeover Announcement on 23 March 2023.
On Day 1-2 post-announcement, Toshiba traded at an 11-13% annualised spread. Since the announcement, a 12-name Peer Basket is up 11+% meaning Toshiba back end risk has shrunk.
Forward consensus EPS ratios have fallen, in part due to the shift forward one fiscal year by comps. We'll see where those lie in a week when earnings come.


<ul>
<li>
<a href="https://www.smartkarma.com/entities/toshiba-corp" target="_blank" data-smartkarma-citation="entities:637:1" rel="noopener">Toshiba Corp (6502 JP)</a> announced a pre-conditional tender offer by Japan Industrial Partners (JIP), the preferred bidder at JPY4,620 per share, a 9.7% premium to the last close price.</li>
<li>The special committee opines that the offer is the best price that can be expected today, which sounds like we are recommending the offer as it is the only one.</li>
<li>The offer has several negatives: a 14% price reduction during the process, below the undisturbed price, below the mid-point IFA DCF range and no serious effort on Plan B. </li>
</ul>



Toshiba Corp (6502 JP) announced a pre-conditional tender offer by Japan Industrial Partners (JIP), the preferred bidder at JPY4,620 per share, a 9.7% premium to the last close price.
The special committee opines that the offer is the best price that can be expected today, which sounds like we are recommending the offer as it is the only one.
The offer has several negatives: a 14% price reduction during the process, below the undisturbed price, below the mid-point IFA DCF range and no serious effort on Plan B. 


Toshiba (6502 JP): JIP’s JPY4,620 Tender Offer, Now for the Really Hard Part

Japan

NIDEC CORPORATION is the world's leading manufacturer of small precision motors mainly used in HDD and optical disk drives. The company has extended its focus to the home appliance and automotive markets. NIDEC is active in M&A and its subsidiaries include the world's leading manufacturers of LCD panel handling robots and camera shutters.

Nidec Corporation operates as a world's leading manufacturer of motors. The Company produces small precision motors, automotive motors, home appliance motors, commercial and industrial motors, machinery motors, electronic and optical components, and other related products. Nidec supplies its products in home appliances, automotive markets, and other fields.

Fujikura Ltd. manufactures and sells wires and cables such as optical fiber cables and coaxial cables. The Company's products include optical transmission system, electronic materials, and telecommunication cables.

FUJI ELECTRIC CO.,LTD manufactures electric machinery and electronic devices. The Company's products include automatic vending machines, factory automation equipment, and power supplies, as well as information and electronic components such as power semiconductors and integrated circuits (ICs).

Furukawa Electric Co., Ltd. manufactures wires, cables, and metal products. The Company holds patents in optical fiber coating technology and produces optical fiber cables in the United States.  Furukawa Electric's metal products include aluminum cans, air conditioner parts, and shape memory alloys.

USHIO INC. manufactures lamps and optical equipment including projectors for movie theaters.  The Company produces halogen and Houdentou lamps for semiconductor and office automation equipment.  Ushio has subsidiaries in the US, Canada, Germany, Hong Kong, Netherlands, Singapore, South Korea, and Taiwan.

GS Yuasa Corporation is a holding company established through the merger of Yuasa Corp. and Japan Storage Battery Co., Ltd.  The Company manages financial operations for its subsidiaries, which manufactures storage batteries used for automobiles, motorcycles, computers, and lighting equipment.

MABUCHI MOTOR CO., LTD. manufactures and markets small digital camera motors. The Company markets its products to a wide range of users, from audio-visual makers, automobile parts makers, consumer electronics makers, office automation equipment makers, precision machine makers to radio controlled-model cars and video game makers.  Mabuchi's products are produced primarily in China.

DAIHEN Corporation manufactures and repairs a diverse line of transformers, power distribution equipment, welding machines, industrial robots, and semiconductor manufacturing equipment.  The Company also produces other energyrelated equipment such as generators and power monitoring and control systems.

TOYO TANSO CO., LTD. mainly manufactures carbon and graphite products for industrial use.  The Company's main products include isotropic graphite, carbon products for mechanical and electrical applications.

Bharat Heavy Electricals Limited manufactures power plant equipment. The Company's products include gas turbines, generators, thermal sets, diesel shunters, turbo sets, hydro sets, power transformers, switch gears, circuit breakers and boilers. The Company also manufactures compressors, valves, rectifiers, pumps, capacitors, oil rigs, as well as castings and forgings.

Sungrow Power Supply Company Limited develops, produces, sells and provides services for solar PV inverters, wind power converters and other power supply. The Company also provides system solutions to renewable energy industry users.

NARI Technology Co., Ltd. develops, manufactures and sells automation products for electricity distribution, converting stations, coal-fired power plants, and industrial process. The Company also provides services and system integration.

CG Power and Industrial Solutions Limited manufactures, distributes, installs and services electrical and allied equipment. The Company offers transformers, reactors, switchgear control equipment and accessories, industrial motors, pumps, and communication systems. CG Power and Industrial Solutions serves customers globally. 

Hubbell Incorporated manufactures electrical and electronic products for commercial, industrial, utility, and telecommunications markets.  The Company's products include plugs, receptacles, connectors, lighting fixtures, high voltage test and measurement equipment, and voice and data signal processing components. Hubbell operates in the United States and overseas.

ABB India Limited undertakes engineering and construction projects and manufactures heavy engineering and industrial equipment. The Company undertakes projects in the field of energy production, power transmission, transportation, process automation and pollution control. ABB India's products include pollution control equipment, switch gears and high current rectifiers.

Enphase Energy Inc. manufactures solar power solutions. The Company offers solutions to increase productivity and reliability of solar modules.

Havells India Limited manufactures electrical products. The Company's products include building circuit protection equipment, industrial switchgears, energy meters, cables & wires, modular switches, fans and lighting products.

Luxshare Precision Industry Co., Ltd. researches, manufactures and sells connectors. The Company's products are widely used in computers, communication devices, consumer electronics products and automobiles.

AMETEK, Inc. is a global manufacturer of electronic instruments and electromechanical devices. The Company manufactures advanced instruments for process, aerospace, power and industrial markets and is a supplier of electrical interconnects, specialty metals, technical motors and systems, and floor care and specialty motors.

Mitsubishi Electric Corporation develops, manufactures, and markets electronic equipment.  The Company's products include industrial machinery, heavy electric machinery, data communications systems, electronic devices, and consumer electronics.

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Mitsubishi Electric (6503 JP)

Advisors' Disclosure Is Inadequate and Other Companies May Have Similar Cases

I would like to discuss the May 2 Nikkei article, "Mitsubishi Electric to Abolish Advisory System to Improve Management Transparency."

Metrical Inc

Toshiba (6502 JP): Risk/Reward as Board Unconvincingly Recommends JIP’s Offer

Peers have materially re-rated, the offer’s price ratio remains unattractive and the declining premium of the offer’s implied multiple vs peers’...

Arun George

Toshiba (6502 JP): Tender Offer Risk/Reward

Shareholder support continues to pose a considerable risk as the peers have re-rated, the offer’s price ratio remains unattractive and the...

Arun George

Toshiba (6502) - Thinking About the Arb

Toshiba has seen shares rise a bit since Day1 post-anncmt ~6 weeks ago, but Peers have risen further and the earnings shift on forward consensus is...

Travis Lundy

Toshiba (6502 JP): JIP’s JPY4,620 Tender Offer, Now for the Really Hard Part

The shares will react positively initially. However, it should start drifting again once it becomes apparent that there is a considerable risk that...

Arun George

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