Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Early this morning, a Nikkei <a href="https://asia.nikkei.com/Business/Business-deals/MUFG-to-launch-takeover-bid-for-robo-adviser-WealthNavi2" target="_blank" rel="noopener">article</a> said <a href="https://www.smartkarma.com/entities/mitsubishi-ufj-financial-group" target="_blank" data-smartkarma-citation="entities:218:1" rel="noopener">Mitsubishi UFJ Financial (MUFG) (8306 JP)</a> would buy out the remaining 85% of <a href="https://www.smartkarma.com/entities/wealthnavi-inc" target="_blank" data-smartkarma-citation="entities:31058:1" rel="noopener">WealthNavi (7342 JP)</a>. Expected to be completed by March.</li>
<li>MUFJ Bank and WealthNavi signed a Business Alliance in February. WealthNavi issued 9.11mm new shares to MUFJ at ¥1,718/share. That was a discount to market and shares are down ~40%.</li>
<li>WealthNavi's AUM is growing (¥1.3trln at end-Oct) and the goal is to launch a money advisory platform by FY2026. Now they need to decide on the premium.</li>
</ul>


Early this morning, a Nikkei article said Mitsubishi UFJ Financial (MUFG) (8306 JP) would buy out the remaining 85% of WealthNavi (7342 JP). Expected to be completed by March.
MUFJ Bank and WealthNavi signed a Business Alliance in February. WealthNavi issued 9.11mm new shares to MUFJ at ¥1,718/share. That was a discount to market and shares are down ~40%.
WealthNavi's AUM is growing (¥1.3trln at end-Oct) and the goal is to launch a money advisory platform by FY2026. Now they need to decide on the premium.


Nikkei: MUFG To Launch TOB on WealthNavi (7342)

<ul>
<li>
<a href="https://www.smartkarma.com/entities/mitsubishi-ufj-financial-group" target="_blank" data-smartkarma-citation="entities:218:1" rel="noopener"></a>MUFG (8306) bought 15.5% of <a href="https://www.smartkarma.com/entities/wealthnavi-inc" target="_blank" data-smartkarma-citation="entities:31058:1" rel="noopener">WealthNavi (7342 JP)</a> in February at ¥1,718/share - zero premium. The shares fell. Now they are bidding for the rest 13.5% higher.</li>
<li>WealthNavi forecasts fantastic growth. Dec29 OP is specifically estimated at ¥13.822bn. Everyone agrees there are synergies, but they're not "valued" because they "cannot be specifically estimated at this moment." 
</li>
<li>I believe investors should start demanding Synergy CVRs of acquirors when synergies are not included in the fair value calculations. </li>
</ul>



MUFG (8306) bought 15.5% of WealthNavi (7342 JP) in February at ¥1,718/share - zero premium. The shares fell. Now they are bidding for the rest 13.5% higher.
WealthNavi forecasts fantastic growth. Dec29 OP is specifically estimated at ¥13.822bn. Everyone agrees there are synergies, but they're not "valued" because they "cannot be specifically estimated at this moment." 

I believe investors should start demanding Synergy CVRs of acquirors when synergies are not included in the fair value calculations. 


MUFG Launches a TOB to Take Out Robo-Advisor WealthNavi (7342) - The 81.4% Premium Is Light

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>In response to a Nikkei article, <a href="https://www.smartkarma.com/entities/wealthnavi-inc" target="_blank" data-smartkarma-citation="entities:31058:1" rel="noopener">WealthNavi (7342 JP)</a> disclosed <a href="https://www.smartkarma.com/entities/mitsubishi-ufj-financial-group" target="_blank" data-smartkarma-citation="entities:218:1" rel="noopener">Mitsubishi UFJ Financial (MUFG) (8306 JP)</a>’s tender offer at JPY1,950 per share, an 84.3% premium to the undisturbed price.</li>
<li>The high premium reflects WealthNavi's steep 46% YTD share price decline, i.e., the timing is opportunistic. The offer is below the Board’s requested price.</li>
<li>While the irrevocable has a competing offer clause, a competing proposal is unlikely due to MUFG’s stake. However, a bump is possible if activist(s) take around a 15% stake. </li>
</ul>


In response to a Nikkei article, WealthNavi (7342 JP) disclosed Mitsubishi UFJ Financial (MUFG) (8306 JP)’s tender offer at JPY1,950 per share, an 84.3% premium to the undisturbed price.
The high premium reflects WealthNavi's steep 46% YTD share price decline, i.e., the timing is opportunistic. The offer is below the Board’s requested price.
While the irrevocable has a competing offer clause, a competing proposal is unlikely due to MUFG’s stake. However, a bump is possible if activist(s) take around a 15% stake. 


WealthNavi (7342 JP): MUFG (8306 JP)’s Opportunistic Tender Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/fujitsu-general-ltd" target="_blank" data-smartkarma-citation="entities:2025:1" rel="noopener">Fujitsu General (6755 JP)</a> announced a preconditional tender offer from Paloma Rheem Holdings Co at JPY2,808 per share, a 23.5% premium to the last close.</li>
<li>The offer, which is preconditional on regulatory approvals and will open in early July, is attractive compared to historical trading ranges and peer multiples.</li>
<li>The process is lacking as Fujitsu declined to conduct an auction. The offer is below the midpoint of the IFA DCF valuation range, and the Board requested price.</li>
</ul>



Fujitsu General (6755 JP) announced a preconditional tender offer from Paloma Rheem Holdings Co at JPY2,808 per share, a 23.5% premium to the last close.
The offer, which is preconditional on regulatory approvals and will open in early July, is attractive compared to historical trading ranges and peer multiples.
The process is lacking as Fujitsu declined to conduct an auction. The offer is below the midpoint of the IFA DCF valuation range, and the Board requested price.


Fujitsu General (6755 JP): Fujitsu (6702 JP) Supports a Light Tender Offer

<ul>
<li>We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.</li>
<li>Highest spreads: <a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a>, <a href="https://www.smartkarma.com/entities/get-nice-financial-group-ltd" target="_blank" data-smartkarma-citation="entities:29667:1" rel="noopener">Get Nice Financial Group Ltd (1469 HK)</a>,  <a href="https://www.smartkarma.com/entities/arcadium-lithium-plc" target="_blank" data-smartkarma-citation="entities:40438:1" rel="noopener">Arcadium Lithium (LTM AU)</a>, <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a>, <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion Holdings (533 HK)</a>. </li>
<li>Lowest spreads: <a href="https://www.smartkarma.com/entities/lifestyle-china-group-ltd" target="_blank" data-smartkarma-citation="entities:26090:1" rel="noopener">Lifestyle China (2136 HK)</a>, <a href="https://www.smartkarma.com/entities/renewable-japan-co-ltd" target="_blank" data-smartkarma-citation="entities:35211:1" rel="noopener">Renewable Japan (9522 JP)</a>, <a href="https://www.smartkarma.com/entities/macromill-inc" target="_blank" data-smartkarma-citation="entities:24026:1" rel="noopener">Macromill, Inc (3978 JP)</a>, <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a>, <a href="https://www.smartkarma.com/entities/nec-networks-system-integr" target="_blank" data-smartkarma-citation="entities:16396:1" rel="noopener">Nec Networks &amp; System Integr (1973 JP)</a>. 
</li>
</ul>


We summarise the latest spreads and newsflow of merger arb situations we cover across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Philippines, Thailand and Chinese ADRs.
Highest spreads: Seven &amp; I Holdings (3382 JP), Get Nice Financial Group Ltd (1469 HK),  Arcadium Lithium (LTM AU), ESR Group (1821 HK), Goldlion Holdings (533 HK). 
Lowest spreads: Lifestyle China (2136 HK), Renewable Japan (9522 JP), Macromill, Inc (3978 JP), Fuji Soft Inc (9749 JP), Nec Networks &amp; System Integr (1973 JP). 



Merger Arb Mondays (06 Jan) - Vesync, Canvest, Get Nice, Fosun Tourism, GAPack, HKBN, Seven & I

Japan

WealthNavi Inc. operates wealth management platform "WealthNavi". The Company provides "long-term, funded, diversified" asset management services including goal setting, portfolio building, ordering, funding, reinvestment, rebalancing, and tax optimization, risk management, financial consulting, and other services. WealthNavi provides its services throughout Japan.

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WealthNavi (7342 JP)

Nikkei: MUFG To Launch TOB on WealthNavi (7342)

It appears MUFJ Bank is going to buy out the robo-advisory business WealthNavi in which it invested earlier this year. Stock is -38% vs where they...

Travis Lundy

MUFG Launches a TOB to Take Out Robo-Advisor WealthNavi (7342) - The 81.4% Premium Is Light

MUFG is acquiring WealthNavi. It's probably cheap vis-a-vis growth. The lack of synergies in the consideration is disappointing. But this deal...

Travis Lundy