Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Kansai Mirai Financial Group I / Event-Driven

The Nikkei carried an article last night suggesting that <a href="https://www.smartkarma.com/entities/resona-holdings-inc" target="_blank" data-smartkarma-citation="entities:6841:1" rel="noopener">Resona Holdings (8308 JP)</a> would seek to take private <a href="https://www.smartkarma.com/entities/kansai-mirai-financial-group" target="_blank" data-smartkarma-citation="entities:26953:1" rel="noopener">Kansai Mirai Financial (7321 JP)</a> which was formed from the merger of <a href="https://www.smartkarma.com/entities/minato-bank-ltd-the" target="_blank" data-smartkarma-citation="entities:1735:1" rel="noopener">Minato Bank (8543 JP)</a>, SMFG-subsidiary <a href="https://www.smartkarma.com/entities/kansai-urban-banking-corp" target="_blank" data-smartkarma-citation="entities:9407:1" rel="noopener">Kansai Urban Banking (8545 JP)</a>, Resona wholly-owned sub Kinki Osaka Bank, back in 2018, listing as Kansai Mirai in April 2018. A year later, under the holdco umbrella, Kansai Urban and Kinki Osaka were merged.  It was always planned that the integration would take years. This was discussed at length in the insights related to <a href="https://www.smartkarma.com/insights/kansai-mirai-the-most-interesting-arb-in-the-world" target="_blank" data-smartkarma-citation="insights:14429" rel="noopener">Kansai Mirai: The Most Interesting Arb In The World</a>. Now it appears that the fact that it remains listed is problematic for governance purposes (highlighted back then, I assure you). The idea now appears to be that the bank needs to be taken in hand to hasten restructuring to lower costs and keep capital in-house rather than paying it out as dividends (to Resona and SMFG as 70% owners). The report suggests that Resona will launch a Tender Offer to take Kansai Mirai private within the month and the stock will be delisted by March where the squeezeout will be a share exchange with Resona Bank shares rather than a cash-out. The <a href="https://www.nikkei.com/article/DGXMZO65998760Z01C20A1EE9000/" target="_blank" rel="noopener">article</a> contains considerable detail.  Resona currently owns 51.2% of the shares outstanding of Kansai Mirai. SMFG has about 21.3% (and group company Cedyna owns 0.95%). Corporates own another 9%. Float is therefore tiny and as long as SMFG tenders into it, the takeover will be successful and minorities can be squeezed out through a merger, quickly approved by Resona. The article suggests that if Resona pays cash for all the shares, that to buy the 49% they don't own of this ¥150bn market cap it would take more than ¥10bn. I expect the article is missing a zero. The last trade before this report was at ¥405 vs Tangible Book Value Per Share of ¥1216. For some investors, this should provide food for thought. The previous deal was done at the wrong price for Minato Bank shareholders. We still do not know the terms here,  but there is a possibility investors will see the terms and say to themselves...<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/170/505/original/MIMITW%20Shake%20Head.gif?1604984190" class="editor-image img-responsive" data-smartkarma-image-id="170505"></figure></section>And there is every possibility this will not be the most interesting arb in the world.But it might still be interesting.More detail below the fold.

The Nikkei carried an article last night suggesting that Resona Holdings (8308 JP) would seek to take private Kansai Mirai Financial (7321 JP) which was formed from the merger of Minato Bank (8543 JP), SMFG-subsidiary Kansai Urban Banking (8545 JP), Resona wholly-owned sub Kinki Osaka Bank, back in 2018, listing as Kansai Mirai in April 2018. A year later, under the holdco umbrella, Kansai Urban and Kinki Osaka were merged.  It was always planned that the integration would take years. This was discussed at length in the insights related to Kansai Mirai: The Most Interesting Arb In The World. Now it appears that the fact that it remains listed is problematic for governance purposes (highlighted back then, I assure you). The idea now appears to be that the bank needs to be taken in hand to hasten restructuring to lower costs and keep capital in-house rather than paying it out as dividends (to Resona and SMFG as 70% owners). The report suggests that Resona will launch a Tender Offer to take Kansai Mirai private within the month and the stock will be delisted by March where the squeezeout will be a share exchange with Resona Bank shares rather than a cash-out. The article contains considerable detail.  Resona currently owns 51.2% of the shares outstanding of Kansai Mirai. SMFG has about 21.3% (and group company Cedyna owns 0.95%). Corporates own another 9%. Float is therefore tiny and as long as SMFG tenders into it, the takeover will be successful and minorities can be squeezed out through a merger, quickly approved by Resona. The article suggests that if Resona pays cash for all the shares, that to buy the 49% they don't own of this ¥150bn market cap it would take more than ¥10bn. I expect the article is missing a zero. The last trade before this report was at ¥405 vs Tangible Book Value Per Share of ¥1216. For some investors, this should provide food for thought. The previous deal was done at the wrong price for Minato Bank shareholders. We still do not know the terms here,  but there is a possibility investors will see the terms and say to themselves...And there is every possibility this will not be the most interesting arb in the world.But it might still be interesting.More detail below the fold. 

Senior Bank Analyst - Japanese Banks, Windamee Research

J. Brian Waterhouse

Senior Bank Analyst - Japanese Banks

Windamee Research

Japanese Banks

Thematic (Sector/Industry)

The COVID-19 pandemic has created unprecedented demand from corporate borrowers for loans, but it is suspected that the vast majority of these emergency loans have been made at virtually no profit margin for the banks.  Moreover, most of this money appears to have been redeposited with the banks for safe-keeping until really needed.  Meanwhile, the rise in workers working from home and restrictions on international travel has resulted in substantially lower discretionary spending (such as on holiday travel) and higher levels of saving.
The cash piles are turning into cash mountains at the banks, prompting some banks to withdraw some deposit products and suspend branch counter operations for cash deposits, cash withdrawals and currency exchange.
It’s a whole new world of pain for Japan’s embattled banks.

The COVID-19 pandemic has created unprecedented demand from corporate borrowers for loans, but it is suspected that the vast majority of these emergency loans have been made at virtually no profit margin for the banks.  Moreover, most of this money appears to have been redeposited with the banks for safe-keeping until really needed.  Meanwhile, the rise in workers working from home and restrictions on international travel has resulted in substantially lower discretionary spending (such as on holiday travel) and higher levels of saving.
The cash piles are turning into cash mountains at the banks, prompting some banks to withdraw some deposit products and suspend branch counter operations for cash deposits, cash withdrawals and currency exchange.
It’s a whole new world of pain for Japan’s embattled banks.

After hitting a peak of ¥535.407 trillion (US$5.10 trillion) in June, overall loan outstandings have started to edge down over the last three months to ¥534.206 trillion (US$5.08 trillion) as of the end of September, albeit by a mere 0.1% month-on-month (MoM).  The major banks have registered the biggest declines of around 0.5% MoM, but they still represent 40% of total bank lending in Japan.  By contrast, both the Japanese Bankers Association and the Bank of Japan reported that lending by the regional and secondary regional banks continues to increase, with YoY growth rates of +5.6% and +7.1%, respectively.  Aggregate lending by the 64 regional banks now represents 42% of total bank lending in Japan, while aggregate lending by the 38 secondary regional banks is around 9.6% of total bank lending.

After hitting a peak of ¥535.407 trillion (US$5.10 trillion) in June, overall loan outstandings have started to edge down over the last three months to ¥534.206 trillion (US$5.08 trillion) as of the end of September, albeit by a mere 0.1% month-on-month (MoM).  The major banks have registered the biggest declines of around 0.5% MoM, but they still represent 40% of total bank lending in Japan.  By contrast, both the Japanese Bankers Association and the Bank of Japan reported that lending by the regional and secondary regional banks continues to increase, with YoY growth rates of +5.6% and +7.1%, respectively.  Aggregate lending by the 64 regional banks now represents 42% of total bank lending in Japan, while aggregate lending by the 38 secondary regional banks is around 9.6% of total bank lending.

Silver Point

Thomas J. Monaco

Independent Insight Provider

Silver Point is a boutique research firm that focuses on the broader financial services sector, with a particular focus on troubled institutions globally. 

Asia Ex Japan

Equity Bottom-Up

Mitsubishi UFJ Financial (MUFG) / Equity Bottom-Up

*Morgan Stanley/Eaton Vance Transaction: Morgan Stanley (MS.US) announced its intention to acquire Eaton Vance for approximately USD 7 bn in a 50/50 cash/stock transaction. According to MS, this transaction is expected to be earnings break-even on deal consummation. We are less optimistic;  *MUFG Should Worry About Dilution: Mitsubishi UFJ Financial Group (8306.JP) [MUFG] collectively owns 22.6% of the outstanding shares of MS on a fully diluted basis; prior to both the E*Trade Financial and Eaton Vance (EV.US) transactions MS represented an estimated and outsized 25.4% of MUFG's FY (March) 2020 bottom-line - despite MUFG's high reliance on gains.In aggregate, both transactions dilute MUFG's MS stake by 3.57% to 18.99%. Both transactions are anticipated to dilute MUFG's earnings attributable to Morgan Stanley by USD 175 mn or close to 9.0% YOY or 2.2% overall for MUFG in FY 2020 – assuming the status quo on securities gains; and*MUFG Already Has Enough Headaches: Earnings at MUFG remain quite tenuous. Outside of its high reliance on volatile sources of securities trading, impairment losses associated with its ownership stake in Bank Danamon (BNMN.IJ),  earnings pressures from Union Bank in California,  the re-jigging of the systems integration at MUFG NICOS too should continue to weigh on future results.

*Morgan Stanley/Eaton Vance Transaction: Morgan Stanley (MS.US) announced its intention to acquire Eaton Vance for approximately USD 7 bn in a 50/50 cash/stock transaction. According to MS, this transaction is expected to be earnings break-even on deal consummation. We are less optimistic;  *MUFG Should Worry About Dilution: Mitsubishi UFJ Financial Group (8306.JP) [MUFG] collectively owns 22.6% of the outstanding shares of MS on a fully diluted basis; prior to both the E*Trade Financial and Eaton Vance (EV.US) transactions MS represented an estimated and outsized 25.4% of MUFG's FY (March) 2020 bottom-line - despite MUFG's high reliance on gains.In aggregate, both transactions dilute MUFG's MS stake by 3.57% to 18.99%. Both transactions are anticipated to dilute MUFG's earnings attributable to Morgan Stanley by USD 175 mn or close to 9.0% YOY or 2.2% overall for MUFG in FY 2020 – assuming the status quo on securities gains; and*MUFG Already Has Enough Headaches: Earnings at MUFG remain quite tenuous. Outside of its high reliance on volatile sources of securities trading, impairment losses associated with its ownership stake in Bank Danamon (BNMN.IJ),  earnings pressures from Union Bank in California,  the re-jigging of the systems integration at MUFG NICOS too should continue to weigh on future results. 

Mitsubishi UFJ Financial Group – MS Continues to Dilute MUFG

A curious thing happened on Friday.  The Japanese Topix Index fell almost 1%, reflecting overnight weakness on Wall Street, but the banking sector rose almost 1%; several small Japanese regional banks went limit-up.  What was going on?  Step forward Chief Cabinet Secretary and Japanese Prime Minister-presumptive Yoshihide Suga who, in a press interview the previous day, commented that there were “too many regional banks” and that “It will be up to each bank’s business decision, but reorganization could also be an option”.
Consolidation in the Japanese banking industry is a hoary old chestnut.  The theme rears its head every 2-3 years, and the stock market has a short-lived flurry of excitement until investors realise that nothing much is going to happen after all.  The problem is that simply allowing Japanese regional banks to merge will not solve their problems. They are not short of capital.  What they need are more business opportunities, more reliance on fee income, and less reliance on interest rate-sensitive business.  They also need a proper spread between their borrowing costs and their loan rates to allow them to generate profits and invest in cost-saving technology; the Bank of Japan’s unorthodox monetary policies have made this almost impossible for some banks. In the meantime, regional populations are declining rapidly, loan margins remain under pressure, the banks are hyper-liquid and struggling to make any profit on their domestic book, unrealised securities gains have been whittled away, and credit costs are rising sharply .
While several Japanese regional bank stocks have risen by double-digits in the last couple of weeks, it remains a fact that Japanese banks have underperformed Topix virtually unchecked since 2015.  Based on past experience, ‘banking sector consolidation’ as a stock market theme is likely to be very short-lived.  “Caveat Emptor!” (May the Buyer Beware) remains our advice to would-be investors in Japanese regional bank stocks.

A curious thing happened on Friday.  The Japanese Topix Index fell almost 1%, reflecting overnight weakness on Wall Street, but the banking sector rose almost 1%; several small Japanese regional banks went limit-up.  What was going on?  Step forward Chief Cabinet Secretary and Japanese Prime Minister-presumptive Yoshihide Suga who, in a press interview the previous day, commented that there were “too many regional banks” and that “It will be up to each bank’s business decision, but reorganization could also be an option”.
Consolidation in the Japanese banking industry is a hoary old chestnut.  The theme rears its head every 2-3 years, and the stock market has a short-lived flurry of excitement until investors realise that nothing much is going to happen after all.  The problem is that simply allowing Japanese regional banks to merge will not solve their problems. They are not short of capital.  What they need are more business opportunities, more reliance on fee income, and less reliance on interest rate-sensitive business.  They also need a proper spread between their borrowing costs and their loan rates to allow them to generate profits and invest in cost-saving technology; the Bank of Japan’s unorthodox monetary policies have made this almost impossible for some banks. In the meantime, regional populations are declining rapidly, loan margins remain under pressure, the banks are hyper-liquid and struggling to make any profit on their domestic book, unrealised securities gains have been whittled away, and credit costs are rising sharply .
While several Japanese regional bank stocks have risen by double-digits in the last couple of weeks, it remains a fact that Japanese banks have underperformed Topix virtually unchecked since 2015.  Based on past experience, ‘banking sector consolidation’ as a stock market theme is likely to be very short-lived.  “Caveat Emptor!” (May the Buyer Beware) remains our advice to would-be investors in Japanese regional bank stocks.

Japanese Regional Banks:  An Old Chestnut Reappears

Japan

Shinkin Central Bank is a central bank for shinkin banks nationwide, operating as a cooperative financial institution.  The Bank has developed businesses in a variety of fields that contribute the shinkin banking industry.  The Bank's services include enhancement of the credit standing, efficient use of shikin bank's surplus funds, and settlement of domestic exchange transaction.

Sumitomo Mitsui Trust Holdings, Inc. is a holding company established jointly by Chuo Mitsui Trust Holdings and Sumitomo Trust and Banking. As a financial group, the Bank provides trust banking business, as well as securities brokerage, assets management, and related financial services.

The Chiba Bank, Ltd. is a regional bank based in Chiba Prefecture. The Bank offers general banking services including deposits, loans, and foreign exchange transactions. The Chiba Bank also develops software and provides financial services such as leasing, securities brokerage, letter of credit, and credit cards.

Concordia Financial Group, Ltd. is a holding company established through the merger of Bank of Yokohama and Higashi-Nippon Bank. The Company provides banking services and other financial services.

Fukuoka Financial Group, Inc. is a holding company established through the merger of the Bank of Fukuoka and Kumamoto Family Bank. As a financial group, the Company provides banking services including deposits, loans, foreign currency transactions. The Company also provides other financial services such as credit card, letter of credit, and leasing services.

The Bank of Kyoto, Ltd. is a regional bank in Kyoto.  The Bank provides banking services including deposits, savings, loans, foreign exchange transactions, and securities investments.  The Bank of Kyoto also provides financial services such as letter of credit, leasing, loans, and credit cards.

Mebuki Financial Group Inc. is a holding company established through the merger of Joyo Bank and Ashikaga Bank. As a financial group, the Company offers deposits, Loans, foreign exchange transactions, commercial and trust banking. Mebuki Financial Group also provides financial services such as letter of credit, credit cards and consulting.

SBI Shinsei Bank, Ltd. provides banking services including deposits, loans, and foreign exchange transaction, as well as investment trust service and issuance of long-term bonds.

Rakuten Bank, Ltd. operates as an Internet based bank. The Company provides banking services including deposits, loans, exchange transactions, and other services. Rakuten Bank also provides financial services including investment trusts, securities, credit and cash cards, lottery tickets, and others.

The Gunma Bank, Ltd. is a regional bank based in Gunma Prefecture.  The Bank provides banking services such as deposits, loans, and foreign exchange transaction.  The Gunma Bank also provides financial services such as leasing, credit cards, letter of credit, and investment advisory, and develops information systems.

CIMB Group Holdings Berhad provides commercial banking and related financial services. The Company and its subsidiaries, operate as a regional universal bank offering a full range of financial products and services, covering corporate and investment banking, consumer banking, treasury, insurance and asset management.

BDO Unibank Inc provides banking services. The Bank offers saving accounts, investment, loans, credit and debit cards, remittance, insurance, and trade financing services. BDO Unibank serves customers in Philippines.

Punjab National Bank provides financial services such as corporate and personal banking, industrial finance, agricultural finance, financing of trade and international banking. The Company provides services to domestic conglomerates, medium and small industrial units, exporters, non-resident Indians and multinational companies.

Canara Bank Ltd. provides a full range of banking services throughout India. The Group's activities include retail banking, commercial and personal banking, investment management, treasury & NRI services, cash management and assorted ATM facilities.

Bank of Baroda owns and operates commercial banks in India.  The Group's banks provide the traditional forms of banking services, including CD's, Credit Card services and a variety of car loans, in addition to gold banking and a range of insurance services.  The Group also owns IBU International Finance Limited, an international banking company in Hong Kong.

Union Bank of India Limited provides a full range of banking services throughout India. The Company's activities include retail banking, commercial and personal banking, investment management, treasury and NRI services, cash management and assorted ATM facilities. Union Bank has an online tele-banking facility for all its core banking customers.

Public Bank Berhad provides a range of banking and financial services which include leasing and factoring, stock and futures broking, financing for the purchase of licensed public vehicles, and other financial services. The Group's overseas operations include branches in Hong Kong, Sri Lanka, Laos, Cambodia, and Vietnam.

Bank of Nanjing Co., Ltd. operates commercial banking businesses. The Company offers deposits, loans, settlement, discounting, financial bond issuance, government bond underwriting, bank guarantee, and other related financial services. Bank of Nanjing provides services for enterprises and individuals.

First Financial Holding Co., Ltd. is a holding company.  Through its subsidiaries, the Company accepts deposits, provides loans and discount, letters of credit, and guarantee services, invests in marketable securities, provides securities brokerage and investment services, as well as provides insurance services.

E.Sun Financial Holding Company Ltd. is a holding company.  Through its subsidiaries, the Company provides banking, brokerage and dealer services.

Resona Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides financial services, including banking, trust operations, and credit card services. Resona Holdings also offers consulting services related to personal loans, asset management, and asset succession.

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Resona Holdings (8308 JP)

Resona To Take Kansai Mirai Private?

It appears as if Resona may take Kansai Mirai private through a TOB and share exchange for those who do not tender. That suggests, despite a cheap...

Travis Lundy

Japanese Banks: Mountains of Money

The cash piles at the banks are turning into cash mountains, prompting some to withdraw some deposit products and suspend counter operations for...

J. Brian Waterhouse

Japanese Bank Lending: Flatlining

Loan and deposit data for Japanese banks released by both the BoJ and the JBA for September 2020 confirm that the ‘dash for cash’ by major...

J. Brian Waterhouse

Mitsubishi UFJ Financial Group – MS Continues to Dilute MUFG

MUFG Receives Additional Dilution From Morgan Stanley In Another Overpriced US Transaction. Eaton Vance Was The Fourth In a Series of Wealth...

Thomas J. Monaco

Japanese Regional Banks: An Old Chestnut Reappears

A curious thing happened on Friday. The Japanese Topix Index fell almost 1%, reflecting overnight weakness on Wall Street, but the banking sector...

J. Brian Waterhouse

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