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)

<ul>
<li>Half-Year results are coming in for the largest retailers showing that fundamentals are more important than ever. Aeon demonstrated improvements after a tough 2020.</li>
<li>Seven &amp; I reported a jump in revenues, thanks to its recent acquisition in the USA. The group may consider finally selling less successful parts of its business at home.</li>
<li>Life, the largest supermarket, recorded flat revenues but is planning a big investment in stores and systems in preparation for anticipated changes to shopping behaviour.</li>
</ul>


Half-Year results are coming in for the largest retailers showing that fundamentals are more important than ever. Aeon demonstrated improvements after a tough 2020.
Seven &amp; I reported a jump in revenues, thanks to its recent acquisition in the USA. The group may consider finally selling less successful parts of its business at home.
Life, the largest supermarket, recorded flat revenues but is planning a big investment in stores and systems in preparation for anticipated changes to shopping behaviour.


Ups and Downs in Japanese Big Retail a Year After Covid Hit

Convenience store (CVS) retailing remains the most dynamic and innovative physical store sector. It is now 50 years since the first Seven Eleven opened and the sector wide drop in sales in 2020 was the first in its history.Whereas department stores also took a battering last year and are likely to struggle to recover, convenience stores should bounce back quickly, including implementing lessons learned in last year’s crisis.That does not mean the format faces no problems, with labour shortages, overly strict operating procedures and an ageing population of store owners (many are now reaching retirement age with no succession in place) all issues that need solutions, but its willingness and ability to adopt new technologies and adapt to the market will continue to keep CVS strong.The following is an annual in-depth review of the entire CVS sector providing context for investors in any of the big CVS retailers (and their competing formats) as well as reviews of each major firm's KPIs.

Convenience store (CVS) retailing remains the most dynamic and innovative physical store sector. It is now 50 years since the first Seven Eleven opened and the sector wide drop in sales in 2020 was the first in its history.Whereas department stores also took a battering last year and are likely to struggle to recover, convenience stores should bounce back quickly, including implementing lessons learned in last year’s crisis.That does not mean the format faces no problems, with labour shortages, overly strict operating procedures and an ageing population of store owners (many are now reaching retirement age with no succession in place) all issues that need solutions, but its willingness and ability to adopt new technologies and adapt to the market will continue to keep CVS strong.The following is an annual in-depth review of the entire CVS sector providing context for investors in any of the big CVS retailers (and their competing formats) as well as reviews of each major firm's KPIs.

Convenience Stores: First Decline in 50 Years

Equity Bottom-Up

Aeon is aiming high in e-commerce. It has Ocado technology coming online in 2023 and says it will spend ¥450 billion in new investment. Last month, it introduced iAeon, a new app that combines access to services across its entire group with an existing database of some 120 million users and more than one billion customer visits a year. In 2019, e-commerce accounted for an estimated 2% of Aeon’s total sales. Its medium term plan calls for an ‘Accelerated and Evolved Digital Shift’ by 2025 with e-commerce sales of ¥1 trillion or around 10-15% of total turnover.

Aeon is aiming high in e-commerce. It has Ocado technology coming online in 2023 and says it will spend ¥450 billion in new investment. Last month, it introduced iAeon, a new app that combines access to services across its entire group with an existing database of some 120 million users and more than one billion customer visits a year. In 2019, e-commerce accounted for an estimated 2% of Aeon’s total sales. Its medium term plan calls for an ‘Accelerated and Evolved Digital Shift’ by 2025 with e-commerce sales of ¥1 trillion or around 10-15% of total turnover.

Aeon: Investing Online, but GMS Struggles

Seven &amp; I announced a new mid-term plan this summer with a switch in emphasis from domestic to international operations. This reflects the growing saturation in convenience stores at home and the need to show a return on its ¥2 trillion investment in the Speedway chain in the USA. Seven Eleven Japan will become even more important as the company’s profit engine but the question is how stable is that, until now, perennial gift?

Seven &amp; I announced a new mid-term plan this summer with a switch in emphasis from domestic to international operations. This reflects the growing saturation in convenience stores at home and the need to show a return on its ¥2 trillion investment in the Speedway chain in the USA. Seven Eleven Japan will become even more important as the company’s profit engine but the question is how stable is that, until now, perennial gift?

Seven & I Looks: The Only Growth Is Overseas

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> launched a surprise hostile-ish Tender Offer on <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> about 6 weeks ago, and that has now officially become HOSTILE.<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/236/716/original/Screenshot+2021-10-21+at+11.40.17+PM.png?1634830918" class="editor-image img-responsive" data-smartkarma-image-id="236716"></figure></section>Shares traded up originally, then down below ¥1,900/share, then near ¥1,900/share, and today, after a delay, which followed an extension, or vice versa, <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> finally came out with their Target Opinion of the <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> Tender Offer to purchase an additional 27.68% of Shinsei Bank at ¥2,000/share which would get them to 48% ownership. The Contents of the <a href="https://sp.shinseibank.com/corporate/en/news/pdf/pdf2021/211021_announcement1_e.pdf" target="_blank" rel="noopener">The Opinion</a> were leaked by the Nikkei overnight, and indeed, the Opinion is AGAINST. This bit is not at all surprising. The arguments presented are indeed almost exactly what one would expect. It is, however, a nuanced CONDITIONAL AGAINST. And that is where it is gets interesting.<section class="figure"><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/236/664/original/Screenshot+2021-10-21+at+4.57.07+PM.png?1634806642" class="editor-image img-responsive" data-smartkarma-image-id="236664"></figure></section></section><div class="content-highlight">
The main two complaints are that..
<ol>
<li>it does not offer minorities a way out of their shares because it is only a partial tender, but it effectively gives control to SBI. </li>
<li>the price is not sufficiently high, and the premium is not high when applied to the whole minority share base (a 37% premium applied to only 27.68% shares which is about one-third of the shares SBI doesn't own suggests a 13% effective premium for all the minority shares - which is inadequate.</li>
</ol>
</div>Shinsei Bank is, of course, right on both counts. <ol>
<li>SBI, by getting to 48%, can effectively control the Board because to block a full SBI slate would require that more than 96% of shareholders show up to a shareholder meeting and that is unlikely (no meeting in five years has gotten measurably above 91%), and because they cannot act in contravention of the Rehabilitation/Revitalisation Plan, and the government owns 20%, the combination of the government and SBI would own a super-majority, and even if the government were to abstain from such a vote, SBI would have 60%  of the other shares, at a minimum. And if 10% of the non-government holders were to not show up for a vote and the govt were to abstain, SBI's 48% would be more than two-thirds. <ul><li>The objection is to the idea of a "Coercive Tender" which is called that because it has few enough limits and while possibly short-term beneficial to shareholders prior to the announcement, even shareholders who do not want to tender may feel obliged to do so because their "minority" interest may lose value after the Tender Offer because of the control gained by the Tender Offeror and resulting conflict of interest.</li></ul>
</li>
<li>The price of ¥2,000/share is likely to be about 0.45x book value per share as of 30 Sep 2021. Combined with their average in-price of about ¥1480/share for their existing 20.32% means a combined average purchase price for control of approximately ¥1,780/share or about 0.40x book (though when they first purchased shares, BVPS was lower).</li>
</ol>The "average weighted premium" argument is unusual. I personally have never seen a company defend itself with that, though those objecting to tender offers have used the argument before, and like the "coercion" argument, it relies on the weighted average benefit being low, which it is. This tender offer is being conducted at too low a price.<div class="content-highlight">However, Shinsei says that SBI can gain Shinsei's approval by meeting the conditions which are Requirements for Support.</div><ol>
<li>Either remove the upper limit for shares tendered, or conduct a Second TOB by 8 June 2022 which has no upper limit on shares tendered.</li>
<li>Raise the Tender Offer Price by negotiation with Shinsei.</li>
</ol>If SBI complies with these Requirements for Support by 19 November 2021 - three business days prior to the EGM intended to gauge shareholder support for the Poison Pill - by agreeing and signing an MOU, Shinsei will withdraw the proposal for the Poison Pill and cancel the EGM. It will release data and materials which would allow SBI to conduct reasonable due diligence. Shinsei proposes that Shinsei and SBI HDS enter discussions immediately. Separately, Shinsei said that it is conducting discussions with potential partners regarding capital and business alliances, and will do so even after the Tender Offer if it is not successful (this is tough - there is no minimum). <h3>A First Impression: </h3><ul>
<li>I am normally quite skeptical of Target Opinions which are AGAINST because they tend to be totally self-serving and management entrenching.</li>
<li>But this is remarkably different than what would normally come from a Japanese company. </li>
<li>
This is really quite well done by Shinsei. There may be places to nitpick, and Shinsei should have proposed one more measure to make sure that SBI didn't just decide to take the run and ignore Shinsei's concerns.</li>
</ul>Shinsei may still have room to do that thing, and if done right, that could prove devastating to SBI's near-term plans. But the window to act on that is probably pretty small, unless there is another delay in the EGM, which would be possible. Or unless SBI rejects Shinsei's proposals out of hand.  Which it <a href="https://www.sbigroup.co.jp/news/2021/1021_12711.html" target="_blank" rel="noopener">just did</a>. The situation is now more complicated than before, so I take a little more time to discuss it below.

SBI Holdings (8473 JP) launched a surprise hostile-ish Tender Offer on Shinsei Bank (8303 JP) about 6 weeks ago, and that has now officially become HOSTILE.Shares traded up originally, then down below ¥1,900/share, then near ¥1,900/share, and today, after a delay, which followed an extension, or vice versa, Shinsei Bank (8303 JP) finally came out with their Target Opinion of the SBI Holdings (8473 JP) Tender Offer to purchase an additional 27.68% of Shinsei Bank at ¥2,000/share which would get them to 48% ownership. The Contents of the The Opinion were leaked by the Nikkei overnight, and indeed, the Opinion is AGAINST. This bit is not at all surprising. The arguments presented are indeed almost exactly what one would expect. It is, however, a nuanced CONDITIONAL AGAINST. And that is where it is gets interesting.
The main two complaints are that..

it does not offer minorities a way out of their shares because it is only a partial tender, but it effectively gives control to SBI. 
the price is not sufficiently high, and the premium is not high when applied to the whole minority share base (a 37% premium applied to only 27.68% shares which is about one-third of the shares SBI doesn't own suggests a 13% effective premium for all the minority shares - which is inadequate.

Shinsei Bank is, of course, right on both counts. 
SBI, by getting to 48%, can effectively control the Board because to block a full SBI slate would require that more than 96% of shareholders show up to a shareholder meeting and that is unlikely (no meeting in five years has gotten measurably above 91%), and because they cannot act in contravention of the Rehabilitation/Revitalisation Plan, and the government owns 20%, the combination of the government and SBI would own a super-majority, and even if the government were to abstain from such a vote, SBI would have 60%  of the other shares, at a minimum. And if 10% of the non-government holders were to not show up for a vote and the govt were to abstain, SBI's 48% would be more than two-thirds. The objection is to the idea of a "Coercive Tender" which is called that because it has few enough limits and while possibly short-term beneficial to shareholders prior to the announcement, even shareholders who do not want to tender may feel obliged to do so because their "minority" interest may lose value after the Tender Offer because of the control gained by the Tender Offeror and resulting conflict of interest.

The price of ¥2,000/share is likely to be about 0.45x book value per share as of 30 Sep 2021. Combined with their average in-price of about ¥1480/share for their existing 20.32% means a combined average purchase price for control of approximately ¥1,780/share or about 0.40x book (though when they first purchased shares, BVPS was lower).
The "average weighted premium" argument is unusual. I personally have never seen a company defend itself with that, though those objecting to tender offers have used the argument before, and like the "coercion" argument, it relies on the weighted average benefit being low, which it is. This tender offer is being conducted at too low a price.However, Shinsei says that SBI can gain Shinsei's approval by meeting the conditions which are Requirements for Support.
Either remove the upper limit for shares tendered, or conduct a Second TOB by 8 June 2022 which has no upper limit on shares tendered.
Raise the Tender Offer Price by negotiation with Shinsei.
If SBI complies with these Requirements for Support by 19 November 2021 - three business days prior to the EGM intended to gauge shareholder support for the Poison Pill - by agreeing and signing an MOU, Shinsei will withdraw the proposal for the Poison Pill and cancel the EGM. It will release data and materials which would allow SBI to conduct reasonable due diligence. Shinsei proposes that Shinsei and SBI HDS enter discussions immediately. Separately, Shinsei said that it is conducting discussions with potential partners regarding capital and business alliances, and will do so even after the Tender Offer if it is not successful (this is tough - there is no minimum). A First Impression: 
I am normally quite skeptical of Target Opinions which are AGAINST because they tend to be totally self-serving and management entrenching.
But this is remarkably different than what would normally come from a Japanese company. 

This is really quite well done by Shinsei. There may be places to nitpick, and Shinsei should have proposed one more measure to make sure that SBI didn't just decide to take the run and ignore Shinsei's concerns.
Shinsei may still have room to do that thing, and if done right, that could prove devastating to SBI's near-term plans. But the window to act on that is probably pretty small, unless there is another delay in the EGM, which would be possible. Or unless SBI rejects Shinsei's proposals out of hand.  Which it just did. The situation is now more complicated than before, so I take a little more time to discuss it below.

Shinsei Objects to SBI Tender - Offers "Requirements" To Approve

Japan

Seven & i Holdings Co., Ltd. is a holding company which was established through the merger of Ito-Yokado Co., Seven Eleven Japan Co., and Denny's Japan. The Company plans, manages, and operates mainly convenience stores, supermarkets, and department stores.

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Seven & I Holdings (3382 JP)

Ups and Downs in Japanese Big Retail a Year After Covid Hit

Big retail in Japan showed improving results in 1H2021 as both Aeon and Seven & I boosted revenues although for very different reasons. Both remain...

Michael Causton

Convenience Stores: First Decline in 50 Years

For any investor in Japan's consumer staples sector, the convenience store sector is a key component. The following is an in-depth analysis of the...

Michael Causton

Aeon: Investing Online, but GMS Struggles

Aeon was far behind in e-commerce, just like its rival for the top spot in Japanese retailing, Seven & I. Unlike Seven & I it has a long-term plan...

Michael Causton

Seven & I Looks: The Only Growth Is Overseas

Many are excited about Seven & I's international expansion over the medium-term. The problem is the domestic business. Only Seven Eleven delivers...

Michael Causton

Shinsei Objects to SBI Tender - Offers "Requirements" To Approve

Shinsei comes out "AGAINST" the SBI tender, as was expected. But it offered SBI a way out. SBI lambasted the proposals and said it had no intention...

Travis Lundy

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