Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Five weeks ago, JIC announced a delay in the commencement of the Tender Offer to buy <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a>, originally scheduled to start by end-December 2023. </li>
<li>In the <a href="https://www.j-ic.co.jp/en/news/pdf/E_20231219_JIC_JICC_PressRelease.pdf" target="_blank" rel="noopener">announcement</a>, they said they expected the deal to start by end-February. In the press conference afterwards, JIC CEO Yokoo <a href="https://www.reuters.com/world/asia-pacific/jic-chief-says-no-issues-with-chinese-antitrust-regulator-over-jsr-buyout-2023-12-20/" target="_blank" rel="noopener">said</a> "no particular issues with the Chinese regulator." </li>
<li>He then added he expected the deal to be done by March-end. Language is vague. I expect that means to start by then, but even then, annualised is now 30%.</li>
</ul>


Five weeks ago, JIC announced a delay in the commencement of the Tender Offer to buy JSR Corp (4185 JP), originally scheduled to start by end-December 2023. 
In the announcement, they said they expected the deal to start by end-February. In the press conference afterwards, JIC CEO Yokoo said "no particular issues with the Chinese regulator." 
He then added he expected the deal to be done by March-end. Language is vague. I expect that means to start by then, but even then, annualised is now 30%.


JSR (4185) - Very Juicy Arb Return At Expected Timeline

<ul>
<li>In what is a surprising move to me, Murakami-san has gone substantial on <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a> with the vast majority of his stake purchased at a spread of &lt;0.05%.</li>
<li>As suggested in <a href="https://www.smartkarma.com/insights/jic-launches-a-not-1trln-tender-offer-for-jsr-4185-welcome-yes-overwhelming-meh" target="_blank" data-smartkarma-citation="insights:105504" rel="noopener">JIC Launches a NOT-¥1trln Tender Offer for JSR (4185). Welcome? Yes. Overwhelming? Meh</a>, the deal price was not overwhelming. It got less so as the market rose.</li>
<li>But this is an odd target. High float. No competition. Would take a lot to block or force the bumpitrage, which suggests appraisal rights or a "technicality." </li>
</ul>


In what is a surprising move to me, Murakami-san has gone substantial on JSR Corp (4185 JP) with the vast majority of his stake purchased at a spread of &lt;0.05%.
As suggested in JIC Launches a NOT-¥1trln Tender Offer for JSR (4185). Welcome? Yes. Overwhelming? Meh, the deal price was not overwhelming. It got less so as the market rose.
But this is an odd target. High float. No competition. Would take a lot to block or force the bumpitrage, which suggests appraisal rights or a "technicality." 


JSR (4185 JP) - Activist Murakami-San Goes to 5+%! Bumpitrage? Appraisal Rights? A Technicality?

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>Murakami's City Index Eleventh entity reported a 5.11% position in <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a>. The share purchases started on 19 March, the day of the tender start.</li>
<li>Murakami’s average buy-in price of JPY4,346.22 per share is broadly in line with the JPY4,350 tender offer. </li>
<li>Murakami's disclosure suggests two possibilities: starting an activist campaign for a bump or pursuing the appraisal process to determine a fair value. We think the latter is likely. </li>
</ul>


Murakami's City Index Eleventh entity reported a 5.11% position in JSR Corp (4185 JP). The share purchases started on 19 March, the day of the tender start.
Murakami’s average buy-in price of JPY4,346.22 per share is broadly in line with the JPY4,350 tender offer. 
Murakami's disclosure suggests two possibilities: starting an activist campaign for a bump or pursuing the appraisal process to determine a fair value. We think the latter is likely. 


JSR Corporation (4185 JP): Murakami Becomes a Substantial Shareholder

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a> notes that the pre-condition for JIC’s tender has been satisfied. The offer price remains unchanged at JPY4,350 per share. </li>
<li>The offer remains attractive despite the material re-rating of peers. The tender should succeed when combined with shareholder fatigue and a lack of vocal opposition. </li>
<li>The tender requires a 66.7% minority acceptance rate. The gross and annualised spread for a 23 April payment is 0.6% and 7.1%, respectively.</li>
</ul>



JSR Corp (4185 JP) notes that the pre-condition for JIC’s tender has been satisfied. The offer price remains unchanged at JPY4,350 per share. 
The offer remains attractive despite the material re-rating of peers. The tender should succeed when combined with shareholder fatigue and a lack of vocal opposition. 
The tender requires a 66.7% minority acceptance rate. The gross and annualised spread for a 23 April payment is 0.6% and 7.1%, respectively.


JSR Corporation (4185 JP): JIC Tender Starts and Should Succeed Despite Shin-Etsu’s Re-Rating

<ul>
<li>Bloomberg reports that JIC will start the <a href="https://www.smartkarma.com/entities/jsr-corp" target="_blank" data-smartkarma-citation="entities:17620:1" rel="noopener">JSR Corp (4185 JP)</a> tender as early as 19 March. Separately, SUNY RF filed a response to Inpria/JSR’s 6 March filing last night.</li>
<li>My reading of JSR and SUNY RF’s filings suggests that the Court is unlikely to conclude that SUNY RF’s lawsuit will be harmed if JIC proceeds with the tender offer.</li>
<li>JIC seems comfortable taking on the litigation risk (if required). The key risk remains timing. For a late April payment, gross/annualised spread is 0.6%/4.0%.   </li>
</ul>


Bloomberg reports that JIC will start the JSR Corp (4185 JP) tender as early as 19 March. Separately, SUNY RF filed a response to Inpria/JSR’s 6 March filing last night.
My reading of JSR and SUNY RF’s filings suggests that the Court is unlikely to conclude that SUNY RF’s lawsuit will be harmed if JIC proceeds with the tender offer.
JIC seems comfortable taking on the litigation risk (if required). The key risk remains timing. For a late April payment, gross/annualised spread is 0.6%/4.0%.   


JSR Corporation (4185 JP): SUNY RF Responds as JIC Tender Rumoured for a 19 Mar Start

Japan

TOKYO OHKA KOGYO CO., LTD. manufactures photoresist for semiconductors.  The Company also manufactures printing materials and semiconductor-assembling machines.

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Tokyo Ohka Kogyo (4186 JP)

JSR (4185) - Very Juicy Arb Return At Expected Timeline

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Travis Lundy

JSR (4185 JP) - Activist Murakami-San Goes to 5+%! Bumpitrage? Appraisal Rights? A Technicality?

Murakami-san used a new entity to buy 5.1% of JSR. It could be Bumpitrage, or Appraisal Rights, or a Technicality. I'd go with #2 or #3. In any of...

Travis Lundy

JSR Corporation (4185 JP): Murakami Becomes a Substantial Shareholder

Murakami's disclosure suggests two possibilities: starting an activist campaign for a bump or pursuing the appraisal process to determine a fair...

Arun George

JSR Corporation (4185 JP): JIC Tender Starts and Should Succeed Despite Shin-Etsu’s Re-Rating

The offer remains attractive despite the material re-rating of peers. The gross and annualised spread for a 23 April payment is 0.6% and 7.1%,...

Arun George

JSR Corporation (4185 JP): SUNY RF Responds as JIC Tender Rumoured for a 19 Mar Start

SAMR approval looks done. JIC seems comfortable taking on the litigation risk (if required). The key risk remains timing. For a late April payment,...

Arun George

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