Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Three weeks ago, Yamauchi No 10 Family Office (YFO) announced its intentions to launch a Tender Offer by end-June. <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> got upset and called YFO names.</li>
<li>TC announced a Poison Pill, they talked, TC accused YFO in the AGM Convocation of "extreme dishonesty." They have since met again, and finally signed a long standstill agreement. </li>
<li>But the Poison Pill will be put to shareholders (ISS recommends against), and shareholders have to decide from the public documents whether they believe Toyo Construction. </li>
</ul>


Three weeks ago, Yamauchi No 10 Family Office (YFO) announced its intentions to launch a Tender Offer by end-June. Toyo Construction (1890 JP) got upset and called YFO names.
TC announced a Poison Pill, they talked, TC accused YFO in the AGM Convocation of "extreme dishonesty." They have since met again, and finally signed a long standstill agreement. 
But the Poison Pill will be put to shareholders (ISS recommends against), and shareholders have to decide from the public documents whether they believe Toyo Construction. 


Toyo Construction - YFO Standstill Against TC Hostility

<ul>
<li>As discussed in the last insight, there was the possibility that YFO was jumping the gun. From the near 100+ pages released by <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> today, they did.</li>
<li>TC accused YFO of being "dishonest" in its attitude and actions, from the "reasons" stated in its Large Shareholder Report and market purchases to YFO's Murakami-san's previous interactions.</li>
<li>What TC doesn't yet understand is that when a company is in play, if a "market check" comes in, that's OK. Investors are not hurt by a higher bid.</li>
</ul>


As discussed in the last insight, there was the possibility that YFO was jumping the gun. From the near 100+ pages released by Toyo Construction (1890 JP) today, they did.
TC accused YFO of being "dishonest" in its attitude and actions, from the "reasons" stated in its Large Shareholder Report and market purchases to YFO's Murakami-san's previous interactions.
What TC doesn't yet understand is that when a company is in play, if a "market check" comes in, that's OK. Investors are not hurt by a higher bid.


Toyo Construction Comes Out Fighting Against YFO, But Sincerely.

<ul>
<li>Yamauchi No.10 Family Office and <a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> have been going back and forth in the last few weeks, with TC trying to figure out if it accepts YFO.</li>
<li>The Infroneer Tender Offer ends today, and with that - perhaps coincidental timing and perhaps not - YFO has formally announced an intention to launch a Tender Offer.</li>
<li>That puts the ball back in Toyo Construction's court. The deal would be at ¥1,000/share and would launch in late June... <em>if</em> TC is ready and willing.</li>
</ul>


Yamauchi No.10 Family Office and Toyo Construction (1890 JP) have been going back and forth in the last few weeks, with TC trying to figure out if it accepts YFO.
The Infroneer Tender Offer ends today, and with that - perhaps coincidental timing and perhaps not - YFO has formally announced an intention to launch a Tender Offer.
That puts the ball back in Toyo Construction's court. The deal would be at ¥1,000/share and would launch in late June... if TC is ready and willing.


Yamauchi No.10 Announces Its Offer (If Toyo Accepts)

<ul>
<li>
<a href="https://www.smartkarma.com/entities/toyo-construction-co-ltd" target="_blank" data-smartkarma-citation="entities:1176:1" rel="noopener">Toyo Construction (1890 JP)</a> today released a change to its Target Opinion Statement for Infroneer's takeover bid at ¥770/share. It supports the tender itself, but withdraws its recommendation investors tender.</li>
<li>Infroneer refused to raise their price, so this effectively kills their bid (though they will extend). TC will engage with Yamauchi Family Office which has separately offered to bid ¥1,000/share.</li>
<li>The dynamics have now changed. This is a range trade, and will likely take time unless Infroneer says "I'll sell at ¥1,000/share."</li>
</ul>



Toyo Construction (1890 JP) today released a change to its Target Opinion Statement for Infroneer's takeover bid at ¥770/share. It supports the tender itself, but withdraws its recommendation investors tender.
Infroneer refused to raise their price, so this effectively kills their bid (though they will extend). TC will engage with Yamauchi Family Office which has separately offered to bid ¥1,000/share.
The dynamics have now changed. This is a range trade, and will likely take time unless Infroneer says "I'll sell at ¥1,000/share."


ToyoKen (1890)- Infroneer Declines to Bid Up, YFO Now In Driver's Seat - Now It's A Range Trade

<ul>
<li>Yamauchi No10 Family Office (YFO) Friday declared a fourth buyer in its group and reached 26.28% as of the 19th. </li>
<li>Toyo Construction revealed a back-and-forth between itself and YFO in which it was revealed It YFO had also proposed a Tender Offer at ¥1,000/Share subject to discussions and Board Agreement. </li>
<li>This, and YFO's position make Infroneer's ¥770/share Tender Offer somewhat untenable. Shares could become more volatile. </li>
</ul>


Yamauchi No10 Family Office (YFO) Friday declared a fourth buyer in its group and reached 26.28% as of the 19th. 
Toyo Construction revealed a back-and-forth between itself and YFO in which it was revealed It YFO had also proposed a Tender Offer at ¥1,000/Share subject to discussions and Board Agreement. 
This, and YFO's position make Infroneer's ¥770/share Tender Offer somewhat untenable. Shares could become more volatile. 


ToyoKen (1890) - YFO Proposes ¥1,000/Share So Now We Need Discussions

Japan

TOYO CONSTRUCTION CO., LTD. performs marine civil engineering works. The Company provides reclamation and ground improvement works. Toyo Construction also constructs infrastructure such as water purification systems.  The Company builds commercial and institutional buildings, operating real estate businesses.

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Toyo Construction (1890 JP)

Toyo Construction - YFO Standstill Against TC Hostility

YFO has signed a standstill agreement. TC asked for a month plus 10-day extension. They got a year. But they are going ahead with the Poison Pill,...

Travis Lundy

Toyo Construction Comes Out Fighting Against YFO, But Sincerely.

Toyo Construction yesterday laid out a case for why YFO is the bad guy. TC want to slow everything down after YFO pushed too hard. This was not...

Travis Lundy

Yamauchi No.10 Announces Its Offer (If Toyo Accepts)

2wks+ of back and forth, and YFO has now announced it plans to launch an offer. Is the timing coincidence? Did YFO jump the gun? Are talks far...

Travis Lundy

ToyoKen (1890)- Infroneer Declines to Bid Up, YFO Now In Driver's Seat - Now It's A Range Trade

Toyo Construction asked Infroneer to hike the ¥770/share bid. Infroneer said they couldn't. TC now opens this up to engagement with YFO, maybe...

Travis Lundy

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52-week Range

Market Cap (USDm)

P/E

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Toyo Construction - YFO Standstill Against TC Hostility

YFO has signed a standstill agreement. TC asked for a month plus 10-day extension. They got a year. But they are going ahead with the Poison Pill,...

Travis Lundy

Toyo Construction Comes Out Fighting Against YFO, But Sincerely.

Toyo Construction yesterday laid out a case for why YFO is the bad guy. TC want to slow everything down after YFO pushed too hard. This was not...

Travis Lundy

Yamauchi No.10 Announces Its Offer (If Toyo Accepts)

2wks+ of back and forth, and YFO has now announced it plans to launch an offer. Is the timing coincidence? Did YFO jump the gun? Are talks far...

Travis Lundy

ToyoKen (1890)- Infroneer Declines to Bid Up, YFO Now In Driver's Seat - Now It's A Range Trade

Toyo Construction asked Infroneer to hike the ¥770/share bid. Infroneer said they couldn't. TC now opens this up to engagement with YFO, maybe...

Travis Lundy

ToyoKen (1890) - YFO Proposes ¥1,000/Share So Now We Need Discussions

ToyoKen (1890) and Y10 have started the dance which could lead to a higher bid, perhaps even the ¥1,000/share bid proposed by YFO. Not a done deal,...

Travis Lundy