Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

On 31 August, <a href="https://www.smartkarma.com/entities/kansai-super-market-ltd" target="_blank" data-smartkarma-citation="entities:15519:1" rel="noopener">Kansai Super Market (9919 JP)</a> and its top shareholder (10.02% of shares out) <a href="https://www.smartkarma.com/entities/h2o-retailing-corp" target="_blank" data-smartkarma-citation="entities:17562:1" rel="noopener">H2 O Retailing (8242 JP)</a> (the parent of Hanshin Department Store and related companies) <a href="https://data.swcms.net/file/h2o-retailing/ja/news/auto_20210830491858/pdfFile.pdf" target="_blank" rel="noopener">announced</a> a business merger whereby the H₂O would inject two supermarket businesses it owns - Izumiya and Hankyu Oasis - into a holding company with Kansai Super, receiving shares in a newly enlarged Kansai Super in exchange. H₂O would go from owning 10.66% to owning 58% of Kansai Super, and the 89.34% would own 42% of NEWCO. The merger was short-dated/accelerated, with the EGM to vote on this deal set for a Record Date on 15 September, the EGMs of all the related companies where an EGM was necessary (Kansai Super, Hankyu Oasis, and Izumiya (the latter two foregone conclusions because they are 100%-owned by H₂O) on 29 October, and the merger effective December 1st.The shares popped a bit, then fell back. At first glance, this seemed somewhat opportunistic for H₂O, and it meant that the 89.34% "minority" in Kansai Super would become a real minority without getting paid a premium or provided a chance to exit. Based on the net assets of the companies, it seemed like H₂O was getting a good deal. Based on the OP levels in the past year, it did not seem like H₂O was getting special treatment. A couple of days later, on 3 September, privately-held discount ("every day low price") supermarket chain OK Corp (primarily based in the Kanto area, but which had been aimed at expanding into the Kansai area), which was the second-largest single shareholder of Kansai Super (based originally in Osaka/Kansai) at 7.23%, stepped up and offered a <a href="https://ok-corporation.jp/media/001/202109/20210903_%E3%83%97%E3%83%AC%E3%82%B9%E3%83%AA%E3%83%AA%E3%83%BC%E3%82%B9.pdf" target="_blank" rel="noopener">press release</a> which said that it would vote against the merger and if the merger were not approved, it would be willing to launch a Tender Offer to buy the shares of Kansai Super at ¥2,250/share (the highest price since listing and nearly vs ¥1,374/share the day before, and more than double the market price of Kansai Super in June when the proposal was made). On 3 Sep OK complained about their treatment, and noted that from the perspective of shareholder interest, their bid should be considered, but OK also had no intention of launching a hostile bid.The shares popped, moving limit up. Then limit up another day, and then the shares traded at JPY 2,200/share in considerable volume before drifting lower.<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/229/527/original/Screenshot+2021-09-13+at+8.10.54+PM.png?1631535065" class="editor-image img-responsive" data-smartkarma-image-id="229527"></figure></section>Today the shares fell back 7+% to just below JPY 2,000/share. There is some very long history between the founder of OK and Yuji Kitano the founder of Kansai Super, and they once worked together, with OK seconding employees to Kansai Super to learn the business of fresh grocery sales. Mr Kitano passed away in 2013, and OK Supermarket started buying shares in 2016, getting to just under 5%, then it peaked its head above and by the end of the fiscal year in February, owned 7.23%. Of course, that year in October (2016), Kansai Super entered into a business and capital alliance with H₂O Retailing, and H₂O bought about 10% of the shares out. Fast forward five years and it turns out that OK approached Kansai Super in April 2021, and proposed a capital and business alliance on 9 June, in writing. Kansai Super put this to an Independent Committee which then took its time, setting its first meeting with OK some 11 weeks later on 26 August. The Kansai Super <a href="http://www.kansaisuper.co.jp/upimages/irinfo/irnews_629.pdf" target="_blank" rel="noopener">release</a> (Japanese only) on 31 August suggests there was a "third party tender offer approach" but then doesn't discuss it much while saying that intense discussions and due diligence was afforded to H₂O Retailing in the same timeframe.Five days after the first interview with OK, Kansai Super and H₂O announced their deal. This is a complicated deal and it begs the question of whether shareholder interests matter and how shareholders decide. More discussion below.

On 31 August, Kansai Super Market (9919 JP) and its top shareholder (10.02% of shares out) H2 O Retailing (8242 JP) (the parent of Hanshin Department Store and related companies) announced a business merger whereby the H₂O would inject two supermarket businesses it owns - Izumiya and Hankyu Oasis - into a holding company with Kansai Super, receiving shares in a newly enlarged Kansai Super in exchange. H₂O would go from owning 10.66% to owning 58% of Kansai Super, and the 89.34% would own 42% of NEWCO. The merger was short-dated/accelerated, with the EGM to vote on this deal set for a Record Date on 15 September, the EGMs of all the related companies where an EGM was necessary (Kansai Super, Hankyu Oasis, and Izumiya (the latter two foregone conclusions because they are 100%-owned by H₂O) on 29 October, and the merger effective December 1st.The shares popped a bit, then fell back. At first glance, this seemed somewhat opportunistic for H₂O, and it meant that the 89.34% "minority" in Kansai Super would become a real minority without getting paid a premium or provided a chance to exit. Based on the net assets of the companies, it seemed like H₂O was getting a good deal. Based on the OP levels in the past year, it did not seem like H₂O was getting special treatment. A couple of days later, on 3 September, privately-held discount ("every day low price") supermarket chain OK Corp (primarily based in the Kanto area, but which had been aimed at expanding into the Kansai area), which was the second-largest single shareholder of Kansai Super (based originally in Osaka/Kansai) at 7.23%, stepped up and offered a press release which said that it would vote against the merger and if the merger were not approved, it would be willing to launch a Tender Offer to buy the shares of Kansai Super at ¥2,250/share (the highest price since listing and nearly vs ¥1,374/share the day before, and more than double the market price of Kansai Super in June when the proposal was made). On 3 Sep OK complained about their treatment, and noted that from the perspective of shareholder interest, their bid should be considered, but OK also had no intention of launching a hostile bid.The shares popped, moving limit up. Then limit up another day, and then the shares traded at JPY 2,200/share in considerable volume before drifting lower.Today the shares fell back 7+% to just below JPY 2,000/share. There is some very long history between the founder of OK and Yuji Kitano the founder of Kansai Super, and they once worked together, with OK seconding employees to Kansai Super to learn the business of fresh grocery sales. Mr Kitano passed away in 2013, and OK Supermarket started buying shares in 2016, getting to just under 5%, then it peaked its head above and by the end of the fiscal year in February, owned 7.23%. Of course, that year in October (2016), Kansai Super entered into a business and capital alliance with H₂O Retailing, and H₂O bought about 10% of the shares out. Fast forward five years and it turns out that OK approached Kansai Super in April 2021, and proposed a capital and business alliance on 9 June, in writing. Kansai Super put this to an Independent Committee which then took its time, setting its first meeting with OK some 11 weeks later on 26 August. The Kansai Super release (Japanese only) on 31 August suggests there was a "third party tender offer approach" but then doesn't discuss it much while saying that intense discussions and due diligence was afforded to H₂O Retailing in the same timeframe.Five days after the first interview with OK, Kansai Super and H₂O announced their deal. This is a complicated deal and it begs the question of whether shareholder interests matter and how shareholders decide. More discussion below. 

Pan-Asia Index Flows & Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Pan-Asia Index Flows & Special Situations

<div>Tachiaigai Bunbai Offerings are the most common "Pre-event" indicators for TOPIX Inclusion Events. </div><div>
A tachiaigai bunbai Offering is where a company sells newly issued or secondary shares (usually from a controlling shareholder) to the public (Off-market), with a limit placed on the maximum quantity per subscriber, most often with the intention of increasing the number of shareholders, public float percentage, and/or the market capitalization of the public float in order to meet TSE1 Section Transfer requirements. They are announced as taking place in a period a week or two later, then confirmed on the eve of the offer on pricing date - usually at a 2-4% discount - and the offer takes place pre-open the next day.
I have discussed such offerings previously in <a href="https://www.smartkarma.com/insights/topix-inclusion-pre-events-recent-tachiaigai-bunbai-round-up" target="_blank" data-smartkarma-citation="insights:40509" rel="noopener">TOPIX Inclusion Pre-Events: Recent "Tachiaigai Bunbai" Round-Up</a> in June 2020 and in <a href="https://www.smartkarma.com/insights/topix-inclusion-pre-events-recent-tachiaigai-bunbai-round-up-october-2020-two-stocks-to-buy" target="_blank" data-smartkarma-citation="insights:43984" rel="noopener">TOPIX Inclusion Pre-Events: Recent “Tachiaigai Bunbai” Round-Up (October 2020) - Two Stocks To Buy</a> in October 2020.  
Below is a closer look at the recent history of such tachiaigai bunbai offerings and a discussion on the potential of these candidates to get promoted to TSE1 in the near future. 
</div>

Tachiaigai Bunbai Offerings are the most common "Pre-event" indicators for TOPIX Inclusion Events. 
A tachiaigai bunbai Offering is where a company sells newly issued or secondary shares (usually from a controlling shareholder) to the public (Off-market), with a limit placed on the maximum quantity per subscriber, most often with the intention of increasing the number of shareholders, public float percentage, and/or the market capitalization of the public float in order to meet TSE1 Section Transfer requirements. They are announced as taking place in a period a week or two later, then confirmed on the eve of the offer on pricing date - usually at a 2-4% discount - and the offer takes place pre-open the next day.
I have discussed such offerings previously in TOPIX Inclusion Pre-Events: Recent "Tachiaigai Bunbai" Round-Up in June 2020 and in TOPIX Inclusion Pre-Events: Recent “Tachiaigai Bunbai” Round-Up (October 2020) - Two Stocks To Buy in October 2020.  
Below is a closer look at the recent history of such tachiaigai bunbai offerings and a discussion on the potential of these candidates to get promoted to TSE1 in the near future. 


TOPIX Inclusion Pre-Events: Recent “Tachiaigai Bunbai” Round-Up (August 2021)

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. 

Equity Bottom-Up

Last year saw the launch of a new netsuper by <a href="https://www.smartkarma.com/entities/amazon-com-inc" target="_blank" data-smartkarma-citation="entities:409:1" rel="noopener">Amazon.com Inc (AMZN US)</a> and <a href="https://www.smartkarma.com/entities/life-corp" target="_blank" data-smartkarma-citation="entities:1743:1" rel="noopener">Life Corp (8194 JP)</a>. The combination of the leading e-commerce retailer and the country’s top supermarket chain makes this one of the strongest contenders in the race for online food sales, particularly as Life is under the control of <a href="https://www.smartkarma.com/entities/mitsubishi-corp" target="_blank" data-smartkarma-citation="entities:20668:1" rel="noopener">Mitsubishi Corp (8058 JP)</a> – although <a href="https://www.smartkarma.com/entities/rakuten-inc" target="_blank" data-smartkarma-citation="entities:31:1" rel="noopener">Rakuten Inc (4755 JP)</a> and <a href="https://www.smartkarma.com/entities/z-holdings-corp" target="_blank" data-smartkarma-citation="entities:19603:1" rel="noopener">Z Holdings (4689 JP)</a> aren’t standing still.
Amazon is now expanding its tie-up with Life and plans to bring in Valor as a new partner later this year and is highly likely to add further partnerships going forward.

Last year saw the launch of a new netsuper by Amazon.com Inc (AMZN US) and Life Corp (8194 JP). The combination of the leading e-commerce retailer and the country’s top supermarket chain makes this one of the strongest contenders in the race for online food sales, particularly as Life is under the control of Mitsubishi Corp (8058 JP) – although Rakuten Inc (4755 JP) and Z Holdings (4689 JP) aren’t standing still.
Amazon is now expanding its tie-up with Life and plans to bring in Valor as a new partner later this year and is highly likely to add further partnerships going forward.

Amazon Adds Partnership with Valor in Race for Japan Online Food Retail Leadership

Thematic (Sector/Industry)

At least until the Covid-19 crisis hit Japan in January, the majority of retailers were gearing up to announce yet another really good year of financial results for FY2019-20.
Even with the crisis, results were generally better than for FY2018 – although there are big variations by sector.
Those differences are more or less what we’ve come to expect, with traditional formats like department stores continuing to struggle, while those formats that have adopted modern management are doing well.
The following is an in-depth review of Japan's retail sector, providing:
<ul>
<li>An overview of consumer demand and retail performance</li>
<li>Format by format reviews showing growth and profit performance across all the main formats: convenience stores, supermarkets, GMS, consumer electronics, drugstores, homecentres, department stores, apparel, home and other specialty  formats.</li>
<li>Rankings:
<ul>
<li>Market share and size by sector/format</li>
<li>By sales for all retailers with sales over ¥250 billion</li>
<li>By gross and operating margins, split by format and category.</li>
</ul>
</li>
</ul>
As this is an in-depth insight, the review is split into two parts to make it easier to read.  This is Part II which provides snapshot reviews of each format/sector. <a href="https://www.smartkarma.com/insights/the-japan-retail-review-winners-and-losers-in-japanese-retailing-part-i" target="_blank" rel="noopener">Part I, which provides a quick overview of all retailing, can be read here</a>.

At least until the Covid-19 crisis hit Japan in January, the majority of retailers were gearing up to announce yet another really good year of financial results for FY2019-20.
Even with the crisis, results were generally better than for FY2018 – although there are big variations by sector.
Those differences are more or less what we’ve come to expect, with traditional formats like department stores continuing to struggle, while those formats that have adopted modern management are doing well.
The following is an in-depth review of Japan's retail sector, providing:

An overview of consumer demand and retail performance
Format by format reviews showing growth and profit performance across all the main formats: convenience stores, supermarkets, GMS, consumer electronics, drugstores, homecentres, department stores, apparel, home and other specialty  formats.
Rankings:

Market share and size by sector/format
By sales for all retailers with sales over ¥250 billion
By gross and operating margins, split by format and category.



As this is an in-depth insight, the review is split into two parts to make it easier to read.  This is Part II which provides snapshot reviews of each format/sector. Part I, which provides a quick overview of all retailing, can be read here.

Japan Retail Review 2019-20 Part II: A Sector by Sector Review of Winners and Losers

On 17th June, Japanese network and system integrator <a href="https://www.smartkarma.com/entities/tsuzuki-denki-co-ltd" target="_blank" data-smartkarma-citation="entities:8270:1" rel="noopener">Tsuzuki Denki (8157 JP)</a> confirmed (<a href="https://ssl4.eir-parts.net/doc/8157/tdnet/1849938/00.pdf" target="_blank" rel="noopener">J-only</a>) they had received approval to move from the Second Section to the First Section of the Tokyo Stock Exchange as of 24th June 2020.The pre-announcement closing price was ¥1,242 on 17th June - the day on which I published a BUY insight <a href="https://www.smartkarma.com/insights/topix-inclusion-8157-jp-tsuzuki-denki" target="_blank" data-smartkarma-citation="insights:40444" rel="noopener">TOPIX Inclusion (8157 JP): Tsuzuki Denki</a>. The announcement was something of a surprise, as it often is when a stock gets promoted to TSE1 after sitting on TSE2 for many years (10+ years for Tsuzuki Denki), especially without showing any "pre-event" signals like equity offerings prior to the announcement.On the first day of trading, the stock popped 22.5% closing at ¥1,522. Since then, the stock has enjoyed a strong rally, closing at a high of ¥2,146 on 17th July. After a slight correction in the last few days, the stock closed at ¥1,849 today.  <figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/148/196/original/Screenshot%202020-07-27%20at%206.50.14%20PM.png?1595847040" class="editor-image img-responsive" data-smartkarma-image-id="148196"></figure><div class="content-caption">Source: Tradingview.com, Quiddity</div>If you had bought the stock on the first day post-announcement, you would currently be at least +21.5% up in just over a month.The Inclusion Event will be at the close of trading on the 30th July 2020 and this will mark the end of dramatic inflow dynamics. With 3 more days to the Inclusion Event, we take a look at the possible trade actions. As always, there is more below the fold.

On 17th June, Japanese network and system integrator Tsuzuki Denki (8157 JP) confirmed (J-only) they had received approval to move from the Second Section to the First Section of the Tokyo Stock Exchange as of 24th June 2020.The pre-announcement closing price was ¥1,242 on 17th June - the day on which I published a BUY insight TOPIX Inclusion (8157 JP): Tsuzuki Denki.  The announcement was something of a surprise, as it often is when a stock gets promoted to TSE1 after sitting on TSE2 for many years (10+ years for Tsuzuki Denki), especially without showing any "pre-event" signals like equity offerings prior to the announcement.On the first day of trading, the stock popped 22.5% closing at ¥1,522. Since then, the stock has enjoyed a strong rally, closing at a high of ¥2,146 on 17th July. After a slight correction in the last few days, the stock closed at ¥1,849 today.  Source: Tradingview.com, QuiddityIf you had bought the stock on the first day post-announcement, you would currently be at least +21.5% up in just over a month.The Inclusion Event will be at the close of trading on the 30th July 2020 and this will mark the end of dramatic inflow dynamics. With 3 more days to the Inclusion Event, we take a look at the possible trade actions. As always, there is more below the fold. 

Tsuzuki Denki (8157 JP): 3 More Days to The Inclusion Event - Prepare to Sell/Short

Japan

RETAIL PARTNERS CO., LTD. operates regional supermarket chain based in Yamaguchi Prefecture.  The Company also sells household utensils, appliances, and clothing.

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Retail Partners (8167 JP)

The Kansai Super (9919) Conundrum

Kansai Super has Two Suitors - H2O Retailing and Kansai Super have ironed out a deal, and OK Corp objects. This creates a conundrum. But solving it...

Travis Lundy

TOPIX Inclusion Pre-Events: Recent “Tachiaigai Bunbai” Round-Up (August 2021)

Tachiaigai Bunbai Offerings are the most common "Pre-event" indicators for TOPIX Inclusion Events. In this insight, I have handpicked a few...

Janaghan Jeyakumar, CFA

Amazon Adds Partnership with Valor in Race for Japan Online Food Retail Leadership

Amazon is reaching out to the leading supermarkets in each region to create a network of supply and delivery points for its online supermarket in...

Michael Causton

Japan Retail Review 2019-20 Part II: A Sector by Sector Review of Winners and Losers

At least until the Covid-19 crisis hit Japan in January, the majority of retailers were gearing up to announce yet another really good year of...

Michael Causton

Tsuzuki Denki (8157 JP): 3 More Days to The Inclusion Event - Prepare to Sell/Short

On 17th June, Japanese network and system integrator Tsuzuki Denki (8157 JP) confirmed (J-only) they had received approval to move from the Second...

Janaghan Jeyakumar, CFA

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