Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Shidax had a Good Governance Moment last year. The stock is up 40-odd% since last year's GGM, but now the Board, so good last year, has tripped up. </li>
<li>The family and main shareholder - part of last year's GGM - have decided to bully the Board into accepting an MBO at the wrong price. </li>
<li>Management lowers forecasts without telling anyone. Bidders say "Synergies LaLaLa!" Board says "Ohh la la!" Nobody counts the synergies. Bidder buys at low multiple of newly lowered forecasts. Minorities Lose. </li>
</ul>


Shidax had a Good Governance Moment last year. The stock is up 40-odd% since last year's GGM, but now the Board, so good last year, has tripped up. 
The family and main shareholder - part of last year's GGM - have decided to bully the Board into accepting an MBO at the wrong price. 
Management lowers forecasts without telling anyone. Bidders say "Synergies LaLaLa!" Board says "Ohh la la!" Nobody counts the synergies. Bidder buys at low multiple of newly lowered forecasts. Minorities Lose. 


Shidax (4837) - Mgmt Lowers F'casts So Family Can MBO Minorities Cheap. Offensive Governance.

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.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/shidax-corp" target="_blank" data-smartkarma-citation="entities:7754:1" rel="noopener">Shidax Corp (4837 JP)</a> has recommended an MBO tender offer of JPY800 per share, a 10.3% premium to the undisturbed price (9 November).</li>
<li>After the settlement of the tender offer, <a href="https://www.smartkarma.com/entities/oisix-ra-daichi-inc" target="_blank" data-smartkarma-citation="entities:10145:1" rel="noopener">Oisix ra daichi (3182 JP)</a> will acquire a 66.0% stake in the offeror by way of third-party allotment at the tender offer price.</li>
<li>Despite the skinny premium, the offer is just shy of the ten-year share price high. The minimum acceptance condition requires a 12.5% minority acceptance rate.</li>
</ul>



Shidax Corp (4837 JP) has recommended an MBO tender offer of JPY800 per share, a 10.3% premium to the undisturbed price (9 November).
After the settlement of the tender offer, Oisix ra daichi (3182 JP) will acquire a 66.0% stake in the offeror by way of third-party allotment at the tender offer price.
Despite the skinny premium, the offer is just shy of the ten-year share price high. The minimum acceptance condition requires a 12.5% minority acceptance rate.


Shidax Corporation (4837 JP): MBO Tender Offer at JPY800

<ul>
<li>13mos ago I wrote about <a href="https://www.smartkarma.com/entities/shidax-corp" target="_blank" data-smartkarma-citation="entities:7754:1" rel="noopener">Shidax Corp (4837 JP)</a> which an interesting restructuring past and a refreshing governance outlook going forward in <a href="https://www.smartkarma.com/insights/shidax-outlook-may-change-better-governance-matters" target="_blank" data-smartkarma-citation="insights:81697" rel="noopener">Shidax Outlook May Change - Better Governance Matters</a>. </li>
<li>The stock was up 25% in that period to yesterday. Today, a Nikkei article mid-day suggests the Shida family will launch an MBO. Stock popped. Earnings out after the close.</li>
<li>The article suggests a take-private MBO with <a href="https://www.smartkarma.com/entities/oisix-ra-daichi-inc" target="_blank" data-smartkarma-citation="entities:10145:1" rel="noopener">Oisix ra daichi (3182 JP)</a> again supporting the deal. 30 minutes ago Shidax responded saying an offer was put forth at ¥800/share.</li>
</ul>


13mos ago I wrote about Shidax Corp (4837 JP) which an interesting restructuring past and a refreshing governance outlook going forward in Shidax Outlook May Change - Better Governance Matters. 
The stock was up 25% in that period to yesterday. Today, a Nikkei article mid-day suggests the Shida family will launch an MBO. Stock popped. Earnings out after the close.
The article suggests a take-private MBO with Oisix ra daichi (3182 JP) again supporting the deal. 30 minutes ago Shidax responded saying an offer was put forth at ¥800/share.


Shidax (4837) - Nikkei Scoops MBO (Anncmt Post-Close), Family Wants to Buy at ¥800 Which Is Too Low

<ul>
<li>
<a href="https://www.smartkarma.com/entities/kirin-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:16977:1" rel="noopener">Kirin Holdings (2503 JP)</a>’s JPY8,620 offer for <a href="https://www.smartkarma.com/entities/fancl-corp" target="_blank" data-smartkarma-citation="entities:15862:1" rel="noopener">Fancl Corp (4921 JP)</a> closes on 29 July. The shares have traded above terms for 25 out of the 26 trading days.</li>
<li>MY.Alpha Management has amassed 10.3 million shares (8.51% ownership ratio) with several purchases above terms. MY.Alpha could catalyse other shareholders to rally against a light offer. </li>
<li>The emergence of MY.Alpha, the high volume above terms, peers re-rating, the required minority acceptance rate, and an offer unattractive to historical trading ranges increase the probability of a bump. </li>
</ul>



Kirin Holdings (2503 JP)’s JPY8,620 offer for Fancl Corp (4921 JP) closes on 29 July. The shares have traded above terms for 25 out of the 26 trading days.
MY.Alpha Management has amassed 10.3 million shares (8.51% ownership ratio) with several purchases above terms. MY.Alpha could catalyse other shareholders to rally against a light offer. 
The emergence of MY.Alpha, the high volume above terms, peers re-rating, the required minority acceptance rate, and an offer unattractive to historical trading ranges increase the probability of a bump. 


Fancl (4921 JP): Evaluating the Potential of Kirin (2503 JP) Offer Bump

<ul>
<li>
<a href="https://www.smartkarma.com/entities/t-k-toka-co-ltd" target="_blank" data-smartkarma-citation="entities:18678:1" rel="noopener">T&amp;K Toka Co Ltd (4636 JP)</a> notes that Bain expects to satisfy the pre-condition and launch the JPY1,400 tender offer by mid-January. </li>
<li>The shares have, on average, traded 1.9% above the offer due to Dalton’s stakebuilding. Bain has three options – unchanged terms, allowing Dalton to roll over its shares, or bumping. </li>
<li>Bain is likely to bump as satisfying the minimum acceptance condition is challenging. A revised offer price of around JPY1,500 is possible.  </li>
</ul>



T&amp;K Toka Co Ltd (4636 JP) notes that Bain expects to satisfy the pre-condition and launch the JPY1,400 tender offer by mid-January. 
The shares have, on average, traded 1.9% above the offer due to Dalton’s stakebuilding. Bain has three options – unchanged terms, allowing Dalton to roll over its shares, or bumping. 
Bain is likely to bump as satisfying the minimum acceptance condition is challenging. A revised offer price of around JPY1,500 is possible.  


T&K Toka (4636 JP): Decisions, Decisions as Tender Start Targeted for Mid-January

Japan

SHiDAX CORPORATION, through its subsidiaries, provides food catering services and operates restaurants.  The Company's subsidiaries provide their services to companies, hospitals, and schools.

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Shidax Corp (4837 JP)

Shidax (4837) - Mgmt Lowers F'casts So Family Can MBO Minorities Cheap. Offensive Governance.

Yet another governance disaster where synergies are the reason to do a deal to raise corporate value, but they are not counted in the Takeover...

Travis Lundy

Shidax Corporation (4837 JP): MBO Tender Offer at JPY800

Despite the skinny premium, the offer is just shy of the ten-year share price high. The minimum acceptance condition requires a 12.5% minority...

Arun George

Shidax (4837) - Nikkei Scoops MBO (Anncmt Post-Close), Family Wants to Buy at ¥800 Which Is Too Low

The Nikkei wrote mid-day that the Shida family had proposed an MBO on Shidax with Oisix support. Shidax confirmed ¥800/share, deliberations today....

Travis Lundy

Fancl (4921 JP): Evaluating the Potential of Kirin (2503 JP) Offer Bump

Kirin has extended the tender offer period from 29 July to 13 August (40 business days). Kirin believes the JPY2,690 offer sufficiently reflects...

Arun George

T&K Toka (4636 JP): Decisions, Decisions as Tender Start Targeted for Mid-January

The pre-condition has been satisfied. However, Bain has delayed the tender launch to the end of January as it has not yet completed the procedures...

Arun George

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