Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Today, just before the close, the Nikkei put out a scoop that Bain would buy <a href="https://www.smartkarma.com/entities/t-gaia-corp" target="_blank" data-smartkarma-citation="entities:8339:1" rel="noopener">T Gaia Corp (3738 JP)</a> for ¥140bn. Sounds big. It was a 30% discount.</li>
<li>There is a three Tender Offer process whereby minorities, who could be squeezed out regardless, are offered the opportunity to block the deal by not tendering at ¥2,670.</li>
<li>This not-quite "majority of minority" of the super-minority is an interesting governance condition established by the Special Committee. It bears some study.</li>
</ul>


Today, just before the close, the Nikkei put out a scoop that Bain would buy T Gaia Corp (3738 JP) for ¥140bn. Sounds big. It was a 30% discount.
There is a three Tender Offer process whereby minorities, who could be squeezed out regardless, are offered the opportunity to block the deal by not tendering at ¥2,670.
This not-quite "majority of minority" of the super-minority is an interesting governance condition established by the Special Committee. It bears some study.


T-Gaia (3738 JP) - Potential Premium Takeout Story Turns To An Ugly Takeunder

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/t-gaia-corp" target="_blank" rel="noopener">T Gaia Corp (3738 JP)</a> disclosed a Bain tender offer at JPY2,670, a 35.9% premium to the undisturbed price but a 27.2% discount to the last close.</li>
<li>Bain has set the minimum number of shares to be purchased at a 12.67% ownership ratio to appease the Board, which has a neutral recommendation. </li>
<li>Bain hopes the offer’s harsh reality check will burst the share price bubble, nudging minorities to accept. An auction process suggests that the chance of a competing offer is low.   </li>
</ul>



T Gaia Corp (3738 JP) disclosed a Bain tender offer at JPY2,670, a 35.9% premium to the undisturbed price but a 27.2% discount to the last close.
Bain has set the minimum number of shares to be purchased at a 12.67% ownership ratio to appease the Board, which has a neutral recommendation. 
Bain hopes the offer’s harsh reality check will burst the share price bubble, nudging minorities to accept. An auction process suggests that the chance of a competing offer is low.   


T-Gaia (3738 JP): Reality Check as Bain Launches a Takeunder

<ul>
<li>
<a href="https://www.smartkarma.com/profiles/janaghan-jeyakumar-cfa" target="_blank" data-smartkarma-citation="accounts:3173" rel="noopener">Janaghan Jeyakumar, CFA</a> who does the predictions for this index got 10/10 of his high conviction names, 8/10 of his medium conviction, and 50% of low conviction ADDs.</li>
<li>This year, there are fewer caps but some big ones. Nearly ¥500bn of capping flow to sell. </li>
<li>I see just over $6.3bn in buying and selling to be done. A half dozen names with both high ADV impact to buy and decent size.</li>
</ul>



Janaghan Jeyakumar, CFA who does the predictions for this index got 10/10 of his high conviction names, 8/10 of his medium conviction, and 50% of low conviction ADDs.
This year, there are fewer caps but some big ones. Nearly ¥500bn of capping flow to sell. 
I see just over $6.3bn in buying and selling to be done. A half dozen names with both high ADV impact to buy and decent size.


JPX-Nikkei 400 Rebal Aug 2024 - 44 IN, 41 OUT, ¥500bn of Capping, Just Under ¥1trn to Trade

<ul>
<li>I kind of hate this, but I also can't ignore it. Apparently, an expensive media service Reporting on Deals or about the Market for Mergers, had an article today.</li>
<li>Bloomberg carried a small blurb saying there was "speculation on a tender offer.... according to traders". The stock is untraded, limit up.  </li>
<li>The most informative comment comes from Japanese stock market portal 'kabutan' which suggests "overseas media" thinks Sumitomo Corp will sell its shares. I look at the possibilities below.</li>
</ul>


I kind of hate this, but I also can't ignore it. Apparently, an expensive media service Reporting on Deals or about the Market for Mergers, had an article today.
Bloomberg carried a small blurb saying there was "speculation on a tender offer.... according to traders". The stock is untraded, limit up.  
The most informative comment comes from Japanese stock market portal 'kabutan' which suggests "overseas media" thinks Sumitomo Corp will sell its shares. I look at the possibilities below.


T-Gaia (3738 JP) - Possible Premium Takeout Story

David Blennerhassett

<ul>
<li>For the month of November 2024, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$15bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in November was ~44%. The average premium YTD is ~43%.</li>
<li>This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.</li>
</ul>


For the month of November 2024, 14 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$15bn.
The average premium for the new transactions announced (or first discussed) in November was ~44%. The average premium YTD is ~43%.
This compares to the average premium for transactions in 2023 (117 transactions), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) of 39%, 41%, 33%, 31%, and 31% respectively.


(Mostly) Asia M&A, Nov 2024: Net One System, Amcor/Berry, I D & E Holdings, SG Fleet, Macromill

Japan

T-GAIA CORPORATION sells cell-phone units and service contracts in Japan. The Company also offers high-speed internet connection service through sales agencies.

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T Gaia Corp (3738 JP)

T-Gaia (3738 JP) - Potential Premium Takeout Story Turns To An Ugly Takeunder

After what was a far longer process than we knew, and a pretty strong governance condition, we still get a significant takeunder. A disappointment...

Travis Lundy

T-Gaia (3738 JP): Reality Check as Bain Launches a Takeunder

Bain hopes the offer’s harsh reality check will burst the share price bubble, nudging minorities to accept. An auction process suggests that the...

Arun George

JPX-Nikkei 400 Rebal Aug 2024 - 44 IN, 41 OUT, ¥500bn of Capping, Just Under ¥1trn to Trade

The JPX Nikkei 400 annual index rebal is upon us. Janaghan's predictions were good at the higher conviction levels. This is OK size (nearly ¥1trln...

Travis Lundy

T-Gaia (3738 JP) - Possible Premium Takeout Story

T-Gaia has settled higher and is now trading down at month-end. A split price takeover would result in a minority price well higher than here. A...

Travis Lundy

(Mostly) Asia M&A, Nov 2024: Net One System, Amcor/Berry, I D & E Holdings, SG Fleet, Macromill

For Nov 2024, 14 new transactions were discussed on Smartkarma with an overall deal size of ~US$15bn. The ave. premium for these new transactions...

David Blennerhassett

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