Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Value Act, as activist, believes the KKR's <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> is not being done at the right price. But Value Act will now tender shares and invest in Bidco. </li>
<li>
<a href="https://www.smartkarma.com/entities/lynas-corp-ltd" target="_blank" data-smartkarma-citation="entities:20374:1" rel="noopener">Lynas Corp Ltd (LYC AU)</a>and <a href="https://www.smartkarma.com/entities/iluka-resources-ltd" target="_blank" data-smartkarma-citation="entities:10105:1" rel="noopener">Iluka Resources (ILU AU)</a> are the only Australian companies with confirmed (or near-term) refining specific heavy rare earth elements as China restricts exports.</li>
<li>StraCap has been tilting at the <a href="https://www.smartkarma.com/entities/wakita-co-ltd" target="_blank" data-smartkarma-citation="entities:11924:1" rel="noopener">Wakita (8125 JP)</a> for years. It hasn't made headway. The only way StraCap will get its measures over the line is by soliciting retail.</li>
</ul>


Value Act, as activist, believes the KKR's Topcon Corp (7732 JP) is not being done at the right price. But Value Act will now tender shares and invest in Bidco. 

Lynas Corp Ltd (LYC AU)and Iluka Resources (ILU AU) are the only Australian companies with confirmed (or near-term) refining specific heavy rare earth elements as China restricts exports.
StraCap has been tilting at the Wakita (8125 JP) for years. It hasn't made headway. The only way StraCap will get its measures over the line is by soliciting retail.


Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

Travis Lundy

<ul>
<li>Last night, <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> announced that KKR had agreed a deal with ValueAct Capital who owns 14.62% of Topcon to have VAC tender shares and invest in Bidco.</li>
<li>Topcon's Special Committee saw nothing wrong with this in terms of fairness. I think that argument needs to be investigated at a broader level. </li>
<li>If Bidder wants 50.1% control and expects passive to agree, and Bidder gets 50.1% to join Bidco at terms, obviously, majority of minority disappears. This is an unintended loophole. </li>
</ul>


Last night, Topcon Corp (7732 JP) announced that KKR had agreed a deal with ValueAct Capital who owns 14.62% of Topcon to have VAC tender shares and invest in Bidco.
Topcon's Special Committee saw nothing wrong with this in terms of fairness. I think that argument needs to be investigated at a broader level. 
If Bidder wants 50.1% control and expects passive to agree, and Bidder gets 50.1% to join Bidco at terms, obviously, majority of minority disappears. This is an unintended loophole. 


[Japan Activism] - ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer

<ul>
<li>I tally 54 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.</li>
<li>Two news new deals discussed this week: <a href="https://www.smartkarma.com/entities/reject-shop-ltd-the" target="_blank" data-smartkarma-citation="entities:272:1" rel="noopener">Reject Shop (TRS AU)</a> and <a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a>. <a href="https://www.smartkarma.com/entities/jinke-smart-services-group-co" target="_blank" data-smartkarma-citation="entities:29214:1" rel="noopener">Jinke Smart Services (9666 HK)</a> also suspended pursuant to the Takeovers Code. </li>
<li>Key updates/news took place on <a href="https://www.smartkarma.com/entities/excalibur-mining-corp-ltd" target="_blank" data-smartkarma-citation="entities:3088:1" rel="noopener">Dropsuite  (DSE AU)</a>, <a href="https://www.smartkarma.com/entities/avjennings-ltd" target="_blank" data-smartkarma-citation="entities:12578:1" rel="noopener">AVJennings Ltd (AVJ AU)</a>, <a href="https://www.smartkarma.com/entities/domain-holdings-australia-ltd" target="_blank" data-smartkarma-citation="entities:26033:1" rel="noopener">Domain Holdings (DHG AU)</a>, <a href="https://www.smartkarma.com/entities/jamco-corp" target="_blank" data-smartkarma-citation="entities:14741:1" rel="noopener">Jamco (7408 JP)</a>, <a href="https://www.smartkarma.com/entities/shin-kong-financial-holding" target="_blank" data-smartkarma-citation="entities:15351:1" rel="noopener">Shin Kong Financial Holding (2888 TT)</a>, and <a href="https://www.smartkarma.com/entities/dada-nexus-ltd" target="_blank" data-smartkarma-citation="entities:28961:1" rel="noopener">Dada Nexus (DADA US)</a>.</li>
</ul>


I tally 54 - mostly firm, mostly Asia-Pac - transactions currently being discussed and analysed on Smartkarma.
Two news new deals discussed this week: Reject Shop (TRS AU) and Topcon Corp (7732 JP). Jinke Smart Services (9666 HK) also suspended pursuant to the Takeovers Code. 
Key updates/news took place on Dropsuite  (DSE AU), AVJennings Ltd (AVJ AU), Domain Holdings (DHG AU), Jamco (7408 JP), Shin Kong Financial Holding (2888 TT), and Dada Nexus (DADA US).


(Mostly) Asia-Pac M&A: Topcon, Jinke Smart Services, Dropsuite, Domain, Jamco, Shin Kong, Dada Nexus

<ul>
<li>For the month of March 2025, 13 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$14bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in March was ~53%, with a year-to-date average also of 55%.</li>
<li>The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31% .</li>
</ul>


For the month of March 2025, 13 new transactions (firm and non-binding) were discussed on Smartkarma with an overall announced deal size of ~US$14bn.
The average premium for the new transactions announced (or first discussed) in March was ~53%, with a year-to-date average also of 55%.
The average premiums for transactions in 2024 (129 transactions), (2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31% .


(Mostly) Asia M&A, Mar 2025 Wrap: ENN Energy, Gold Road, Spartan, Aeon Delight, Sinarmas, Topcon

<ul>
<li>The difference between an LBO (Leveraged Buy Out) and an MBO (Management Buy Out) is that an MBO is usually just an LBO where the buyers don't replace the CEO.</li>
<li>After 4+mos  of speculation/noise since a Bloomberg article said Topcon was weighing takeover bids, we have a deal. KKR and JIC will buy out Topcon in an "MBO" at ¥3,300/share.</li>
<li>Unusually, the lower limit is 50.1%. This is an OK exit for the "<a href="https://www.smartkarma.com/insights/thinking-about-topcon-7732-and-the-new-meti-enabled-bad-cop-good-cop-routine" target="_blank" rel="noopener">Bad Cops</a>" but not a great one. It should be higher. Start delayed for 4 months.</li>
</ul>


The difference between an LBO (Leveraged Buy Out) and an MBO (Management Buy Out) is that an MBO is usually just an LBO where the buyers don't replace the CEO.
After 4+mos  of speculation/noise since a Bloomberg article said Topcon was weighing takeover bids, we have a deal. KKR and JIC will buy out Topcon in an "MBO" at ¥3,300/share.
Unusually, the lower limit is 50.1%. This is an OK exit for the "Bad Cops" but not a great one. It should be higher. Start delayed for 4 months.


[Japan Activism] - KKR and JIC Buy Out Topcon (7732 JP) At ¥3,300/Share

Japan

Topcorn Corporation manufactures and sells measuring equipment and medical equipment primarily for ophthalmologist use. The Company also manufactures industrial products including projectors and optical devices.

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Topcon Corp (7732 JP)

Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

It’s Sunday (and Easter)! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

[Japan Activism] - ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer

Value Act has agreed to tender into the KKR deal for Topcon. That makes this deal highly likely to succeed even if a number of people abstain or...

Travis Lundy

(Mostly) Asia-Pac M&A: Topcon, Jinke Smart Services, Dropsuite, Domain, Jamco, Shin Kong, Dada Nexus

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

(Mostly) Asia M&A, Mar 2025 Wrap: ENN Energy, Gold Road, Spartan, Aeon Delight, Sinarmas, Topcon

For the month of March, 13 new deals were discussed on Smartkarma with an overall deal size of ~US$14bn. The average premium for the new deals...

David Blennerhassett

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Last Week in Event SPACE: Topcon, Heavy Rare Earth Elements, Wakita, Swire/Cathay, Horizon Robotics

It’s Sunday (and Easter)! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed...

David Blennerhassett

[Japan Activism] - ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer

Value Act has agreed to tender into the KKR deal for Topcon. That makes this deal highly likely to succeed even if a number of people abstain or...

Travis Lundy

(Mostly) Asia-Pac M&A: Topcon, Jinke Smart Services, Dropsuite, Domain, Jamco, Shin Kong, Dada Nexus

This insight provides a summary of gross/annualised spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and...

David Blennerhassett

(Mostly) Asia M&A, Mar 2025 Wrap: ENN Energy, Gold Road, Spartan, Aeon Delight, Sinarmas, Topcon

For the month of March, 13 new deals were discussed on Smartkarma with an overall deal size of ~US$14bn. The average premium for the new deals...

David Blennerhassett

[Japan Activism] - KKR and JIC Buy Out Topcon (7732 JP) At ¥3,300/Share

The Topcon Deal is out. ¥3,300/share. This may or may not please activists. It is light given extreme confidence in the eyecare biz. But if...

Travis Lundy