Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p>Just under two years ago, <a href="https://www.smartkarma.com/entities/cocokara-fine-inc" target="_blank" data-smartkarma-citation="entities:15447:1" rel="noopener">Cocokara Fine (3098 JP)</a> was being courted by multiple suitors, and in early Q3 after the Independent Review Committee decided to negotiate with <a href="https://www.smartkarma.com/entities/matsumotokiyoshi-holdings-co" target="_blank" data-smartkarma-citation="entities:2259:1" rel="noopener">Matsumotokiyoshi Holdings Co (3088 JP)</a> rather than <a href="https://www.smartkarma.com/entities/sugi-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:9255:1" rel="noopener">Sugi Holdings (7649 JP)</a>, it looked like a deal was forthcoming. However in early 2020, it was announced that the decision on a ratio was put off and the two companies agreed to a delayed-vs-expectations integration process.</p><p>Rather than push a deal forward at that moment, the two companies agreed at the end of January 2020 that MatsuKiyo would put up funds (which turned out to be ¥38.4bn) to buy shares of cocokara in a third-party placement of 20% of the company (<a href="https://corp.cocokarafine.co.jp/news/pdf/20200331_TD01.pdf" target="_blank" rel="noopener">completed 31 March</a>), and the two companies would work on a plan to introduce synergies, and then the ratio would be decided when management teams at both firms had a better idea of what effect the synergies might have on future management profit forecasts.</p><p>Subsequent earnings announcements have suggested that synergies have been found. </p><div>
<table class="table table-striped"><tbody>
<tr><td colspan="3" style="width: 724px;"><h2>The Schedule of the Integration</h2></td></tr>
<tr>
<td style="width: 128px;"><strong>Date</strong></td>
<td style="width: 330px;"><strong>Detail</strong></td>
<td style="width: 224px;"><strong>Comment</strong></td>
</tr>
<tr>
<td style="width: 128px;">31 Jan 2020</td>
<td style="width: 330px;">Business Integration &amp; Capital Alliance Announcement</td>
<td style="width: 224px;">The New Deal</td>
</tr>
<tr>
<td style="width: 128px;">31 Jan to 30 April 2020</td>
<td style="width: 330px;">Submission of Capital Alliance/Integration to JFTC, JFTC Approval, Cocokara Share Issuance, Equity Affiliate status</td>
<td style="width: 224px;">JFTC Approval, and investment made March 2020</td>
</tr>
<tr>
<td style="width: 128px;">THE NEXT YEAR</td>
<td colspan="2" style="width: 330px;"><p>The two companies will work on the synergies and discuss their vision, plans, etc, and come up with a Merger Ratio, which will be in part dependent on the new management profit forecasts built up after several months or a year's worth of effort at finding synergies.</p></td>
</tr>
<tr>
<td style="width: 128px;">Feb 2021</td>
<td style="width: 330px;"><p>Execution of definitive agreement related to the Business Integration</p></td>
<td style="width: 224px;">The Merger Ratio Announcement</td>
</tr>
<tr>
<td style="width: 128px;">June 2021</td>
<td style="width: 330px;"><p>Ordinary general meetings of shareholders of both companies (resolution regarding approval of the Business Integration)</p></td>
<td style="width: 224px;">The Approvals</td>
</tr>
<tr>
<td style="width: 128px;">1 Oct 2021</td>
<td style="width: 330px;"><p>Effective Date of the Business Integration</p></td>
<td style="width: 224px;">The Merger</td>
</tr>
</tbody></table>
<p>The cocokara/MatsuKiyo price ratio fell to 1.28 and that was a great time to buy. My trade recommendations on the ratio are marked in the chart below.</p>
<p>Then covid-19 effects knocked markets for a loop and the ratio dropped from 1.43 a month later to 1.20 in mid-March to 1.40 again at end-March as share prices fluctuated wildly. The ratio stabilized in the 1.37-1.43 range until end-May when the ratio jumped. It then moved up steadily to 1.80 last week before dropping to 1.76 where it was in September when I recommended buying both names, noting that Matsumoto Kiyoshi had underperformed its peers.</p>
<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/186/347/original/Screenshot+2021-02-02+at+9.09.30+PM.png?1612271389" class="editor-image img-responsive" data-smartkarma-image-id="186347"></figure></section><p></p>
<p>The ratio has fallen since then but both stocks are up, MatsuKiyo up more.</p>
<h3>Where We Are Now</h3>
<p>Just over a week ago, on 22 January 2021, cocokara fine announced that because of the announcement of the state of emergency related to covid-19, workers and service providers working from home might experience some delay in preparing the financial releases and therefore the announcement of Q3 earnings would be put off from the regularly scheduled date of 29 January to 12 February 2021. The statement says no analyst meeting to discuss Q3 results will be held. </p>
<p><strong>A decision on the definitive agreement on Business Integration is due in February 2021.</strong></p>
<p>Now cocokara is releasing earnings on 12 February, and I believe one should expect Matsumoto Kiyoshi results on the same day. </p>
<p>Hmmm...</p>
</div>

Just under two years ago, Cocokara Fine (3098 JP) was being courted by multiple suitors, and in early Q3 after the Independent Review Committee decided to negotiate with Matsumotokiyoshi Holdings Co (3088 JP) rather than Sugi Holdings (7649 JP), it looked like a deal was forthcoming. However in early 2020, it was announced that the decision on a ratio was put off and the two companies agreed to a delayed-vs-expectations integration process.Rather than push a deal forward at that moment, the two companies agreed at the end of January 2020 that MatsuKiyo would put up funds (which turned out to be ¥38.4bn) to buy shares of cocokara in a third-party placement of 20% of the company (completed 31 March), and the two companies would work on a plan to introduce synergies, and then the ratio would be decided when management teams at both firms had a better idea of what effect the synergies might have on future management profit forecasts.Subsequent earnings announcements have suggested that synergies have been found. 

The Schedule of the Integration

Date
Detail
Comment


31 Jan 2020
Business Integration &amp; Capital Alliance Announcement
The New Deal


31 Jan to 30 April 2020
Submission of Capital Alliance/Integration to JFTC, JFTC Approval, Cocokara Share Issuance, Equity Affiliate status
JFTC Approval, and investment made March 2020


THE NEXT YEAR
The two companies will work on the synergies and discuss their vision, plans, etc, and come up with a Merger Ratio, which will be in part dependent on the new management profit forecasts built up after several months or a year's worth of effort at finding synergies.


Feb 2021
Execution of definitive agreement related to the Business Integration
The Merger Ratio Announcement


June 2021
Ordinary general meetings of shareholders of both companies (resolution regarding approval of the Business Integration)
The Approvals


1 Oct 2021
Effective Date of the Business Integration
The Merger


The cocokara/MatsuKiyo price ratio fell to 1.28 and that was a great time to buy. My trade recommendations on the ratio are marked in the chart below.
Then covid-19 effects knocked markets for a loop and the ratio dropped from 1.43 a month later to 1.20 in mid-March to 1.40 again at end-March as share prices fluctuated wildly. The ratio stabilized in the 1.37-1.43 range until end-May when the ratio jumped. It then moved up steadily to 1.80 last week before dropping to 1.76 where it was in September when I recommended buying both names, noting that Matsumoto Kiyoshi had underperformed its peers.

The ratio has fallen since then but both stocks are up, MatsuKiyo up more.
Where We Are Now
Just over a week ago, on 22 January 2021, cocokara fine announced that because of the announcement of the state of emergency related to covid-19, workers and service providers working from home might experience some delay in preparing the financial releases and therefore the announcement of Q3 earnings would be put off from the regularly scheduled date of 29 January to 12 February 2021. The statement says no analyst meeting to discuss Q3 results will be held. 
A decision on the definitive agreement on Business Integration is due in February 2021.
Now cocokara is releasing earnings on 12 February, and I believe one should expect Matsumoto Kiyoshi results on the same day. 
Hmmm...


Cocokara/​MatsuKiyo Deal Finally Coming?

'Quantamental' Japan Specialist, LightStream Research

Campbell Gunn

'Quantamental' Japan Specialist

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Thematic (Sector/Industry)

<p style="text-align: center;"><strong>• BEST &amp; WORST •</strong></p><p style="text-align: left;">Our best and worst pair is home centre <a href="https://www.smartkarma.com/entities/keiyo-co-ltd" target="_blank" data-smartkarma-citation="entities:14415:1" rel="noopener">Keiyo (8168 JP)</a> and the department store <a href="https://www.smartkarma.com/entities/j-front-retailing-co-ltd" target="_blank" data-smartkarma-citation="entities:8947:1" rel="noopener">J Front Retailing (3086 JP)</a> although the latter is seeing an improvement in earnings momentum.</p><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/162/606/original/2020-09-30_06-18-07.png?1601414298" class="editor-image img-responsive" data-smartkarma-image-id="162606"></figure><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/162/607/original/2020-09-29_06-15-33.png?1601414581" class="editor-image img-responsive" data-smartkarma-image-id="162607"></figure><div class="content-caption">Source fr all charts and tables: Japan Analytics</div><div>
<hr>
<p style="text-align: center;"><strong>DAILY STATS</strong></p>
</div><hr><div><p style="text-align: center;"><strong>16 Quarterly Results</strong></p></div><div><ul style="list-style-type: disc;">
<li><p><strong>Results Score:</strong> 50% Positive / 6% Neutral / 44% Negative</p></li>
<li><p><strong>Average Results Score Change:</strong> -0.9 points</p></li>
<li><p><strong>Average % Change in Revenue:</strong> -6.3% Quarter YoY / -4.2% Rolling TTM YoY </p></li>
<li><p><strong>Average Operating Profit Margin Change:</strong> -2.9ppt</p></li>
<li><p><strong>Percentage Making Quarterly Losses:</strong> 19%</p></li>
</ul></div><hr><div><p style="text-align: center;"><strong>15 Annual • 7 Interim Forecasts/Revisions</strong></p></div><div><ul style="list-style-type: disc;">
<li><p><strong>Annual Forecast/Revision Score:</strong> 33% Positive / 0% Neutral / 67% Negative</p></li>
<li><p><strong>Interim Forecast/Revision Score Change:</strong> 14% Positive / 14% Neutral / 72% Negative</p></li>
<li><p><strong>Average Forecast/Revision Score Change:</strong> -3.8 points</p></li>
</ul></div>

• BEST &amp; WORST •Our best and worst pair is home centre Keiyo (8168 JP) and the department store J Front Retailing (3086 JP) although the latter is seeing an improvement in earnings momentum.Source fr all charts and tables: Japan Analytics

DAILY STATS
16 Quarterly Results
Results Score: 50% Positive / 6% Neutral / 44% Negative
Average Results Score Change: -0.9 points
Average % Change in Revenue: -6.3% Quarter YoY / -4.2% Rolling TTM YoY 
Average Operating Profit Margin Change: -2.9ppt
Percentage Making Quarterly Losses: 19%
15 Annual • 7 Interim Forecasts/Revisions
Annual Forecast/Revision Score: 33% Positive / 0% Neutral / 67% Negative
Interim Forecast/Revision Score Change: 14% Positive / 14% Neutral / 72% Negative
Average Forecast/Revision Score Change: -3.8 points


🇯🇵 JAPAN • Results & Revisions 09/​​29 - Home Centres <> Depāto, Sugi, Mitsubishi Materials, Koito

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. 

<p>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.</p>
<p>Even with the crisis, results were generally better than for FY2018 – although there are big variations by sector.</p>
<p>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.</p>
<p>The following is an in-depth review of Japan's retail sector, providing:</p>
<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>
<p>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>.</p>

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

Equity Bottom-Up

<p><a href="https://www.smartkarma.com/entities/aeon-co-ltd" target="_blank" data-smartkarma-citation="entities:3:1" rel="noopener">Aeon Co Ltd (8267 JP)</a> is Japan’s largest retail conglomerate by revenues but it struggles to make respectable profits.</p><p>Now, as with Seven-Eleven at <a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a>, Aeon may have found the high margin star subsidiary it has been looking for: Welcia Holdings.</p><p>Welcia is the country’s leading drugstore chain and is growing strongly, exceeding ¥1 trillion in sales for the first time and forecasting an increase to ¥1.8 trillion through 2023.</p><p>Last year, it made almost as much profit as the whole of Aeon combined but there are plenty of opportunities to extract more profit from this sector.</p><p>Like most Japanese drugstore stocks, Welcia is currently trading at historically high levels thanks to a surge in sales from March onwards (see below for details)  but with more consolidation coming in the sector led by the leaders, Welcia is a solid buy when dips in the market provide an opportunity.</p>

Aeon Co Ltd (8267 JP) is Japan’s largest retail conglomerate by revenues but it struggles to make respectable profits.Now, as with Seven-Eleven at Seven &amp; I Holdings (3382 JP), Aeon may have found the high margin star subsidiary it has been looking for: Welcia Holdings.Welcia is the country’s leading drugstore chain and is growing strongly, exceeding ¥1 trillion in sales for the first time and forecasting an increase to ¥1.8 trillion through 2023.Last year, it made almost as much profit as the whole of Aeon combined but there are plenty of opportunities to extract more profit from this sector.Like most Japanese drugstore stocks, Welcia is currently trading at historically high levels thanks to a surge in sales from March onwards (see below for details)  but with more consolidation coming in the sector led by the leaders, Welcia is a solid buy when dips in the market provide an opportunity.

<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/127/061/original/File%202020-04-07%2019%2005%2039.jpeg?1586290609" class="editor-image img-responsive" data-smartkarma-image-id="127061"></figure><div class="content-caption">Source • NHK</div><p><strong>THE STATE IN EMERGENCY</strong> - Prime Minister Abe addressed the nation last night in what some are calling his best speech in that role. Channelling Franklin D. Roosevelt, he dispelled fears of a nationwide stay-at-home lockdown by announcing measures to limit public social interaction, especially indoors, in seven prefectures including Tokyo for the next four weeks as well as a ¥108 trillion economic support package.</p><p><strong>REAL WATER</strong> - The 'real water' new spending amounts to only about ¥20 trillion or 4% of GDP. Nevertheless, that amount is 60% higher than the support offered during the 2008 financial crisis, and much of the stimulus will be in the form of cash subsidies directly to households and SMEs. While the direct economic damage is limited to the leisure and tourism industries, the loss of export and overseas sales will result in a probable 4% contraction in 2020 GDP. Accordingly, should these measures result in a flattening of the COVID-19 'curve' in Japan this month, the Japanese economy will emerge relatively unscathed from the crisis amongst large developed nations.</p><p><strong>LEGACY</strong> - A benign outcome from the COVID-19 crisis would result in Abe's legacy being more than just 'Abenomics' or 'Tokyo 2020'. The chronicles would judge this moment to be indeed his 'finest hour'. We are selectively bullish on domestically-orientated non-consumer facing Japanese equities.</p><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/127/081/original/2020-04-08_07-46-04.png?1586299591" class="editor-image img-responsive" data-smartkarma-image-id="127081"></figure><div class="content-caption">Source • Japan Analytics</div><p>In the <strong>DETAIL</strong> below, we shall review the sixteen results announcements and ten revisions or initial forecasts. The positive/negative balance for results was 9:7, for revisions and forecasts the split was 3:0:6 with <strong><a href="https://www.smartkarma.com/entities/mani-inc" target="_blank" data-smartkarma-citation="entities:6534:1" rel="noopener">Mani (7730 JP)</a></strong>being the most 'actionable'.     </p>

Source • NHKTHE STATE IN EMERGENCY - Prime Minister Abe addressed the nation last night in what some are calling his best speech in that role. Channelling Franklin D. Roosevelt, he dispelled fears of a nationwide stay-at-home lockdown by announcing measures to limit public social interaction, especially indoors, in seven prefectures including Tokyo for the next four weeks as well as a ¥108 trillion economic support package.REAL WATER - The 'real water' new spending amounts to only about ¥20 trillion or 4% of GDP. Nevertheless, that amount is 60% higher than the support offered during the 2008 financial crisis, and much of the stimulus will be in the form of cash subsidies directly to households and SMEs. While the direct economic damage is limited to the leisure and tourism industries, the loss of export and overseas sales will result in a probable 4% contraction in 2020 GDP. Accordingly, should these measures result in a flattening of the COVID-19 'curve' in Japan this month, the Japanese economy will emerge relatively unscathed from the crisis amongst large developed nations.LEGACY - A benign outcome from the COVID-19 crisis would result in Abe's legacy being more than just 'Abenomics' or 'Tokyo 2020'. The chronicles would judge this moment to be indeed his 'finest hour'. We are selectively bullish on domestically-orientated non-consumer facing Japanese equities.Source • Japan AnalyticsIn the DETAIL below, we shall review the sixteen results announcements and ten revisions or initial forecasts. The positive/negative balance for results was 9:7, for revisions and forecasts the split was 3:0:6 with Mani (7730 JP)being the most 'actionable'.     

🇯🇵 JAPAN • Revisions & Results Update 7th April - His Finest Hour

Japan

SUGI HOLDINGS CO., LTD. operates a chain of drug stores located mainly in Aichi Prefecture.  The Company sells prescription and nonprescription medicine, cosmetics, health foods, and general merchandise.

Price Gauge
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Sugi Holdings (7649 JP)

Cocokara/MatsuKiyo Deal Finally Coming?

10 days ago cocokara fine (3098) announced a delay in Q3 earnings because of the coronavirus emergency measures - to the same day as MatsuKiyo...

Travis Lundy

🇯🇵 JAPAN • Results & Revisions 09/29 - Home Centres <> Depāto, Sugi, Mitsubishi Materials, Koito

• BEST & WORST • DAILY STATS 9 Quarterly Results Results Score: 44% Positive / 22% Neutral / 34% Negative Average Results Score...

Campbell Gunn

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

Welcia: Aeon’s Profit Machine

Aeon Co Ltd (8267 JP) is Japan’s largest retail conglomerate by revenues but it struggles to make respectable profits.Now, as with Seven-Eleven at...

Michael Causton

🇯🇵 JAPAN • Revisions & Results Update 7th April - His Finest Hour

THE STATE IN EMERGENCY - Prime Minister Abe addressed the nation last night in what some are calling his best speech in that role. Channelling...

Campbell Gunn

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Cocokara/​MatsuKiyo Deal Finally Coming?

10 days ago cocokara fine (3098) announced a delay in Q3 earnings because of the coronavirus emergency measures - to the same day as MatsuKiyo...

Travis Lundy

🇯🇵 JAPAN • Results & Revisions 09/​​29 - Home Centres <> Depāto, Sugi, Mitsubishi Materials, Koito

• BEST & WORST • DAILY STATS 9 Quarterly Results Results Score: 44% Positive / 22% Neutral / 34% Negative Average Results Score...

Campbell Gunn

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

Welcia: Aeon’s Profit Machine

Aeon Co Ltd (8267 JP) is Japan’s largest retail conglomerate by revenues but it struggles to make respectable profits.Now, as with Seven-Eleven at...

Michael Causton

🇯🇵 JAPAN • Revisions & Results Update 7th April - His Finest Hour

THE STATE IN EMERGENCY - Prime Minister Abe addressed the nation last night in what some are calling his best speech in that role. Channelling...

Campbell Gunn

Cocokara/MatsuKiyo Deal Finally Coming?

🇯🇵 JAPAN • Results & Revisions 09/29 - Home Centres <> Depāto, Sugi, Mitsubishi Materials, Koito