Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<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

Travis Lundy

<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

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/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> recommended a KKR/JICC-sponsored preconditional MBO at JPY3,300, representing an 87.9% premium to the undisturbed price and a 5.4% premium to the last close.</li>
<li>The offer is preconditional on regulatory approvals and is scheduled to start at the end of July. The offer is attractive and represents an all-time high. </li>
<li>The offer comes with caveats: the Board recommendation is not unanimous, the lower limit is set below the two-thirds threshold, and KKR offered a higher price during the discussions. </li>
</ul>



Topcon Corp (7732 JP) recommended a KKR/JICC-sponsored preconditional MBO at JPY3,300, representing an 87.9% premium to the undisturbed price and a 5.4% premium to the last close.
The offer is preconditional on regulatory approvals and is scheduled to start at the end of July. The offer is attractive and represents an all-time high. 
The offer comes with caveats: the Board recommendation is not unanimous, the lower limit is set below the two-thirds threshold, and KKR offered a higher price during the discussions. 


Topcon (7732 JP): KKR/JICC-Sponsored Preconditional MBO, with Caveats

<ul>
<li>
<a href="https://www.smartkarma.com/entities/topcon-corp" target="_blank" data-smartkarma-citation="entities:738:1" rel="noopener">Topcon Corp (7732 JP)</a> shares rose 51% over two days, confirming a Bloomberg report that is conducting a privatisation auction. The process is in the second round of bids.</li>
<li>Exploring the privatisation process is unsurprising, as Topcon has materially underperformed the Nikkei 225 since its last medium-term management term plan was announced on 12 May 2023.</li>
<li>Despite the share price pop, Topcon trades at a discount to median peer multiples. At an offer of JPY3,000, Topcon would trade in line with median peer multiples.</li>
</ul>



Topcon Corp (7732 JP) shares rose 51% over two days, confirming a Bloomberg report that is conducting a privatisation auction. The process is in the second round of bids.
Exploring the privatisation process is unsurprising, as Topcon has materially underperformed the Nikkei 225 since its last medium-term management term plan was announced on 12 May 2023.
Despite the share price pop, Topcon trades at a discount to median peer multiples. At an offer of JPY3,000, Topcon would trade in line with median peer multiples.


Topcon (7732 JP): Privatisation Auction Underscores Underlying Value

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)

(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

Topcon (7732 JP): KKR/JICC-Sponsored Preconditional MBO, with Caveats

The offer, which resulted from a competitive bidding process, represents an all-time high. However, it comes with caveats that could complicate...

Arun George

Topcon (7732 JP): Privatisation Auction Underscores Underlying Value

Despite the share price pop, Topcon trades at a discount to median peer multiples. At an offer of JPY3,000, Topcon would trade in line with median...

Arun George

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52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

(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

Topcon (7732 JP): KKR/JICC-Sponsored Preconditional MBO, with Caveats

The offer, which resulted from a competitive bidding process, represents an all-time high. However, it comes with caveats that could complicate...

Arun George

Topcon (7732 JP): Privatisation Auction Underscores Underlying Value

Despite the share price pop, Topcon trades at a discount to median peer multiples. At an offer of JPY3,000, Topcon would trade in line with median...

Arun George