Event-Driven

TRYT (9164 JP) shares were up 38.5% over the last two days based on a report that EQT, the controlling shareholder, had made progress in identifying bidders for its stake.
The exploration of the privatisation process is unsurprising, as Tryt was pre-rumour trading 69% below its JPY1,200 IPO price.
The upside is limited, as the last close already reflects a significant takeover premium, and a binding proposal that satisfies EQT’s price aspirations will be challenging.

(Mostly) Asia-Pac M&A: Fengxiang, De Grey Mining, Canvest, Tsuruha/Welcia, Shibaura Electronics

I tally 51 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
One new deal discussed this week: Shandong Fengxiang (9977 HK)‘s Merger by Absorption.
Key updates/news took place on De Grey Mining (DEG AU), Canvest Environmental Protection Group (1381 HK),Tsuruha (3391 JP)/Welcia (3141 JP), Shibaura Electronics (6957 JP), and PEC Ltd. (PEC SP).

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

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.

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Apr 19

Daily Brief Event-Driven: Jeju Bank: Douzone Bizon Becomes Second Largest Shareholder and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Jeju Bank: Douzone Bizon Becomes Second Largest Shareholder

Jeju Bank: Douzone Bizon Becomes Second Largest Shareholder

By Douglas Kim

On 18 April, it was reported that Douzone Bizon (012510 KS) will become the second largest shareholder of Jeju Bank (006220 KS).
Douzone Bizon invested 57 billion won for a 14.99% stake in Jeju Bank. Through this investment, Douzone will aim to enhance the digital business of Jeju Bank.
This deal is likely to positively impact Jeju Bank’s shares as this capital raise is used to further invest in ERP based banking that could further boost its sales.

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Apr 18

Daily Brief Event-Driven: Yageo Bigly Overbids Minebea (+20%) For Shibaura Elec (6957) At ¥5400 and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Yageo Bigly Overbids Minebea (+20%) For Shibaura Elec (6957) At ¥5400
[Japan Activism] – ValueAct Agrees to Tender to KKR Topcon (7732) Tender and Join As Buyer
Shibaura Electronics (6957 JP): No Messing Around as Yageo (2327 TT) Returns with a JPY5,400 Offer
PEC Ltd. (PEC SP): 5th May Vote On Liberty’s Offer
TRYT (9164) – Limit Up On Report of Round 2 Bidding; A Growth Multiple Gets You a High Price
Canvest (1381 HK): Scheme Vote on 12 May
BBVA Faces Resistance at the Vault with CNMC’s Verdict Looming

Yageo Bigly Overbids Minebea (+20%) For Shibaura Elec (6957) At ¥5400

In February Yageo Corporation (2327 TT) made an unsolicited bid for Shibaura Electronics (6957 JP) at ¥4,300/share after getting the cold shoulder for months.
Minebea Mitsumi (6479 JP) was asked to bid, and they did a week ago, bidding ¥4,500/share. Yesterday the Shibaura CEO was in an article saying an overbid would be considered.
Mid-Day, I boomeranged my piece, saying I thought Yageo would overbid. Today after the close, Yageo has overbid with a whopping ¥5,400/share bid, with unchanged start date of 7 May.

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

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.

Shibaura Electronics (6957 JP): No Messing Around as Yageo (2327 TT) Returns with a JPY5,400 Offer

Yageo Corporation (2327 TT) has revised its hostile preconditional tender offer for Shibaura Electronics (6957 JP) to JPY5,400, representing a 20.0% premium to Minebea Mitsumi (6479 JP)’s JPY4,500 offer.
All the other terms remain unchanged. In response to the revised Yageo offer, the Board will commence a sincere review to determine if the Yageo offer will enhance corporate value.
There is a 50/50 chance that Minebea walks or revises its offer. Yageo’s revised offer is marginally above the midpoint of Minebea IFA’s DCF range, potentially justifying a higher offer.

PEC Ltd. (PEC SP): 5th May Vote On Liberty’s Offer

Back on the 17th Feb, PEC Ltd. (PEC SP), a plant and terminal engineering specialist, announced an Offer from Allied Energy Services, an engineering entity under the Liberty Group.
Liberty offered S$0.84/share (not final), including a AS$0.20/share special dividend, a 12.8% premium to undisturbed; but more like a >35% premium. Irrevocables from the board of 63.38% had been secured.
The Scheme Doc is now out, with an EGM on the 5th May, with payment on or before the 20th June. The IFA (Deloitte) says “fair & reasonable“.

TRYT (9164) – Limit Up On Report of Round 2 Bidding; A Growth Multiple Gets You a High Price

TRYT (9164 JP) was bought by EQT years ago and IPOed on TSE Growth in July 2023 at ¥1,200/share. The shares tanked on Day 1, almost reached ¥1,000 days later.
Then they fell, and fell some more, reaching the ¥370s early in Q1, then again post Trump tariff announcement. EQT still holds ~60%. Shares closed at ¥374 on 16 April.
In February, there were noises about EQT putting the business up for sale, reportedly seeking an offer close to ¥1,200/share. Now there are noises of a Second Round.

Canvest (1381 HK): Scheme Vote on 12 May

Canvest Environmental Protection Group (1381 HK)’s IFA opines that Grandblue Environment Co A (600323 CH)’s HK$4.90 offer is fair and reasonable. The vote is on 12 May.
Key conditions include approval by at least 75% of independent shareholders (<10% of independent shareholders’ rejection). Shareholders with blocking stakes will be supportive.
This is a done deal. At the last close and for a 10 June payment, the gross/annualised spread is 2.3%/18.3%.

BBVA Faces Resistance at the Vault with CNMC’s Verdict Looming

The CNMC is expected to approve the deal with mild remedies, reducing regulatory uncertainty; however, a potential Phase 3 review by the government could delay timing and introduce political risk.
Sabadell’s standalone defense is robust, anchored in increased dividends, buybacks, and 14%+ RoTE guidance, which have helped reposition the bank as a viable independent alternative in the market.
The offer’s gross spread has turned negative, reflecting investor skepticism about deal success or expectations of an improved offer; the lack of a premium currently weakens BBVA’s negotiating leverage.

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Apr 17

Daily Brief Event-Driven: Chagee Holdings (CHA US) IPO: Global Index Inclusion Timeline and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Chagee Holdings (CHA US) IPO: Global Index Inclusion Timeline
After Squaring Away Japfa, The Santosa Family Looks To PT Japfa
[Japan Activism] – Strategic Capital Shareholder Proposals to WAKITA (8125) And Their Response
StubWorld: Swire Is “Rich” To Cathay; And Cathay “Cheap” To Air China
Canvest (1381 HK): 12th May Vote On Grandblue’s Offer
Naturgy’s Tender Offer: Exploring Spanish ‘Odd-Lot’ Priority and Potential €500 Upside for Shareholders
Liquid Universe of European Ordinary and Preferred Shares: April ’25 Report

Chagee Holdings (CHA US) IPO: Global Index Inclusion Timeline

Chagee Holdings (CHA US) is looking to raise up to US$473m in its IPO, valuing the company at up to US$5.2bn. The offering is expected to price today, list tomorrow.
Media reports indicate that cornerstone investors have indicated demand for US$205m of the offering. There is no mention of a lock-up on those investors yet.
The stock could be added in one global index in August (with a higher probability of inclusion in November), while inclusion in the other global index is likely in December.

After Squaring Away Japfa, The Santosa Family Looks To PT Japfa

On the 24th January, Renaldo Santosa and his family, who controlled ~75.5% of agri-play Japfa Ltd (JAP SP), pitched a Scheme Offer at S$0.62/share, a 34.8% premium to undisturbed.
Yesterday (15th April), disinterested shareholders overwhelmingly (in terms of shares) backed the Scheme. The last day of trading is around the 9th May, and payment around the 30th May.
The question now is whether the family now seeks to take 55.4%-held Japfa Comfeed Indonesia (JPFA IJ) private.

[Japan Activism] – Strategic Capital Shareholder Proposals to WAKITA (8125) And Their Response

Tsuyoshi Maruki’s Strategic Capital has gone after a number of cash-rich companies in the past. This is Year 5 going after Wakita & Co Ltd (8125 JP).
Wakita is cash-rich, and has been for years, but it is also asset-rich. The former CEO, after he retired, decided he wanted to play in real estate.
At the end of last month, Strategic Capital made proposals (English, Japanese) to Wakita. Again. Today, the company responded (only in Japanese). Time for more.

StubWorld: Swire Is “Rich” To Cathay; And Cathay “Cheap” To Air China

Swire Pacific (A) (19 HK) is coming up “rich” on my monitor vs. Cathay Pacific Airways (293 HK); and Cathay “cheap” to Air China Ltd (H) (753 HK).
Preceding my comments on Swire and Cathay are the current setup/unwind tables for Asia-Pacific Holdcos.
These relationships trade with a minimum liquidity of US$1mn, and a % market capitalisation >20%.

Canvest (1381 HK): 12th May Vote On Grandblue’s Offer

On the 22 July 2024, waste-to-energy play Canvest Environmental (1381 HK)announced a pre-conditional Offer from Grandblue Environment (600323 CH) at $4.90/share (best & final), by way of a Scheme.
On the 17th March 2025, all pre-conditions were (finally) satisfied.
The Scheme Doc is now out, with a Court Meeting on the 12th May, with payment on or before the 10th June. The IFA (Somerley) says “fair & reasonable“.

Naturgy’s Tender Offer: Exploring Spanish ‘Odd-Lot’ Priority and Potential €500 Upside for Shareholders

Naturgy plans to repurchase 9% of shares at €26.5/share, with a potential €1.5/share profit opportunity.
Spanish tender law Article 38.1 allows a linear distribution of 25% of shares among tendering shareholders.
Previous similar tenders by Abertis and Duro Felguera saw priority allocations of 660 and 683 shares, respectively.

Liquid Universe of European Ordinary and Preferred Shares: April ’25 Report

Since mid-March, amid sessions of significant volatility, share-price spreads have generally tightened across the European liquid universe of ordinary and preferred shares, with 10 tightening and 9 widening.
The discount of Grifols B has widened although Brookfield is again knocking at the door; Handelsbanken B shares trade at 48% premium to A shares.
Recommended trades long preferred/short ords: Atlas Copco, Grifols. Recommended trades long ordinary / short preferred shares: Henkel, SSAB Svenska Stal.

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Apr 16

Daily Brief Event-Driven: The Skew in the Tsuruha-Welcia-Aeon Combination and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

The Skew in the Tsuruha-Welcia-Aeon Combination
Know Your Rare Earth Elements As China Restricts Exports
Horizon Robotics IPO Lockup- US$7bn Expiry with Scattered Shareholding and Lots of CCASS Movement
Consolidating Yield: LondonMetric’s Possible Offer for Urban Logistics
A Note-Worthy Exit: Atlas Takes Over De La Rue

The Skew in the Tsuruha-Welcia-Aeon Combination

Tsuruha Holdings (3391 JP), Welcia Holdings (3141 JP), and Aeon Co Ltd (8267 JP) announced their deal whereby Tsuruha merges with Welcia in December, and Aeon gains control of MERGECO.
Orbis Investments – owner of 9.7% of shares out – complained. I think with good reason. Tsuruha is trading a little expensive to the ratio, but there’s 7.5mos to go.
Interestingly, there’s real skew on this trade. It’s not overly complicated, and it is worthwhile thinking about it.

Know Your Rare Earth Elements As China Restricts Exports

China recently escalated restrictions on the export of rare earths. Not just to the US as the two global players go toe-to-toe on tariffs; but to all countries.
China’s latest round of restrictions target critical materials used in defense, electronics, and EVs.
Apart from China, the world’s largest refining – not just the largest miner – who else refines rare earth elements, specifically heavy rare earths?

Horizon Robotics IPO Lockup- US$7bn Expiry with Scattered Shareholding and Lots of CCASS Movement

By Sumeet Singh

Horizon Robotics (9660 HK) raised around US$800m in its Hong Kong IPO in October 2024. The lockup on its pre-IPO investors is set to expire soon.
Horizon Robotics (HR) is a provider of advanced driver assistance systems (ADAS) and autonomous driving (AD) solutions for passenger vehicles, empowered by its proprietary software and hardware technologies.
In this note, we will talk about the lockup dynamics and possible placement.

Consolidating Yield: LondonMetric’s Possible Offer for Urban Logistics

Strategic merger between LondonMetric and Urban Logistics offers scale, diversification, and internal management benefits, with a modest premium to pre-announcement price and meaningful potential for operational synergies and cost savings.
Scheme of arrangement could complete by July 2025 if approved; long-term investors may benefit from enhanced dividend yield, greater liquidity, and sustained growth in logistics-focused real estate under unified management.
Long SHED at 138.6p to capture 8.1% gross spread; attractive upside with manageable downside risk and strong board support; reassess on firm offer announcement by 9 May 2025.

A Note-Worthy Exit: Atlas Takes Over De La Rue

Atlas’s offer for perennial takeover target De La Rue PLC (DLAR LN) is underpinned by a historic brand, strong order book, and post-sale cash buffer, with pension resolution and execution certainty.
The £263m all-cash bid implies a 12.47x EV/EBITDA multiple, offering shareholders a 130p exit, cum-dividend, strong execution certainty, and over 40% committed shareholder support.
With 91.7% market-implied completion probability and an annualized return of 4.5% at 128.5p, the deal presents an attractive, de-risked arbitrage opportunity with limited downside and credible upside closure.

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Apr 15

Daily Brief Event-Driven: FSS Bans Arb in Local MM Books: Identifying Opportunities from Short-Term Inefficiencies and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

FSS Bans Arb in Local MM Books: Identifying Opportunities from Short-Term Inefficiencies
TKP Corp (3479) – A Second Big Buyback In Short Order
Quiddity HK Connect Northbound Tracker (Q1 2025 Vs 5 Previous Quarters)
Dongwon F&B: Delisting and Incorporation as a Wholly Owned Subsidiary of Dongwon Industries
Dropped the Line: Telefónica Disconnects from Peru
Running on Fumes: Wood Group’s Last Shot with Sidara

FSS Bans Arb in Local MM Books: Identifying Opportunities from Short-Term Inefficiencies

By Sanghyun Park

The FSS is banning arb trades under the MM book, requiring separate books for any arb positions to keep them distinct from MM flow.
Most local shops lack the resources to set up a separate arb desk. Splitting teams, creating new workflows, and hiring extra staff isn’t feasible given their tight P&L.
Building a tracker for MM dropouts could spot dislocations, as the crackdown creates short-term inefficiencies—if we’re dialed in, there’s alpha to be made.

TKP Corp (3479) – A Second Big Buyback In Short Order

TKP Corporation (3479 JP) is a fascinating little company. It rents space. From people. To people. Then adds on services. Meeting, recruiting, training, seminar, banquet, party, etc rooms.
Last year they bought control of two small businesses to add features. Revenues are up. The new FY suggests revenue growth, OP growth, and now a buyback.
The buyback is the interesting bit. They did one last FY with interesting parameters, and Quiddity has a new tool we are trying out, so we showcase an example here.

Quiddity HK Connect Northbound Tracker (Q1 2025 Vs 5 Previous Quarters)

Last August, the mainland exchanges stopped providing data on Northbound positions and trading. They decided to show the data once a quarter.
We decided to add a tool to the repertoire to show this past quarter’s flows per Northbound-eligible stock in a variety of ways.
Click on a name and get the quarterly chart of the desired metric (position, Flow (shares), Flow as % of float or shares out, etc)

Dongwon F&B: Delisting and Incorporation as a Wholly Owned Subsidiary of Dongwon Industries

By Douglas Kim

Dongwon Group’s decision to merge Dongwon F&B and Dongwon Industries into one company is a positive move.
Dongwon F&B will be incorporated as a wholly-owned subsidiary of Dongwon Industries and will be delisted.
Post stock swap between Dongwon Industries and Dongwon F&B, the surviving entity (Dongwon Industries) is a likely candidate for KOSPI 200 inclusion in 2H 2025/2026.

Dropped the Line: Telefónica Disconnects from Peru

Telefónica sold its Peruvian subsidiary to Integra Tec for €0.9 million, transferring €1.24 billion in debt, following the unit’s bankruptcy filing and prolonged tax disputes in Peru.
The sale marks a strategic step in Telefónica’s Hispam exit, following disposals in Argentina and Colombia, and reinforces the company’s focus on core markets with higher returns.
Despite crystallizing a €620 million loss, the transaction removes a distressed asset, improves group visibility, and underscores management’s commitment to financial discipline and geopolitical de-risking across Latin America.

Running on Fumes: Wood Group’s Last Shot with Sidara

Sidara’s 35p offer provides a 40% premium with no dilution, offering certainty and urgently needed capital, making it the most favorable path for shareholders amid financial distress.
A standalone capital raise of £342m at 20p would dilute existing shareholders by over 71%, highlighting the severe downside if the Sidara deal collapses or fails regulatory approval.
Having rejected Apollo’s 240p offer in 2023, the Board is now recommending a 35p bid—an 85% discount—after destroying credibility, mismanaging cash, and losing shareholder trust.

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Apr 14

Daily Brief Event-Driven: Tsuruha (3391) and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities
What if China ADRs Are Delisted from US Exchanges?
“Tiny Win for Guess The Ratio” Aeon (8267) Pays a SMALL Premium for Aeon Mall (8905)
Suzuki Motor (7269 JP) Placement: Likely to Price Today; 7-8% Underperformance Vs Peers/TOPIX
Aeon Mall (8905 JP): Aeon (8267 JP)’s Share Exchange Ratio Is Set
HK Connect SOUTHBOUND Flows (To 11 Apr 2025); Record Net Buying
A/H Premium Tracker (To 11 Apr 2025): Sharp AH Premia Widening
Merger Arb Mondays (14 Apr) – ESR, Fengxiang, Vesync, Goldlion, Shibaura, Tsuruha/Welcia, Aeon Mall
Fengxiang (9977 HK): PAG’s Pre-Con Offer
Strategic Acquisitions, Merger Developments, and Takeover Bids: Key Updates

Tsuruha (3391), Welcia (3141), and Aeon (8267) Do a Deal, Short-Changing Tsuruha Minorities

On Friday, Tsuruha Holdings (3391 JP), Welcia Holdings (3141 JP), and Aeon Co Ltd (8267 JP) announced the Tsuruha/Welcia merger and Partial Tender to get Aeon to 50+% of NEWCO.
The scrip ratio short-changes Tsuruha shareholders. The subsequent partial offer to raise Aeon’s stake above 50% is low too. 9.7% shareholder Orbis is already out with a complaint.
But… all is not lost. There are some interesting angles here to complain.

What if China ADRs Are Delisted from US Exchanges?

We see 281 Chinese companies listed on U.S Stock Exchanges with a total market cap of US$869bn. 32 of these companies are listed on the HKEX (388 HK).
If the rumours of Chinese stocks being delisted from U.S. Exchanges gathers steam, we could see a wave of secondary listings in Hong Kong.
PDD Holdings, Full Truck Alliance, Vipshop Holdings, TAL Education and ZEEKR are the largest China ADRs with no HK listing and could come under pressure.

“Tiny Win for Guess The Ratio” Aeon (8267) Pays a SMALL Premium for Aeon Mall (8905)

In an announcement after the close Friday 11 April, Aeon Co Ltd (8267 JP) and AEON Mall (8905 JP) announced their merger ratio, and timing.
The ratio is 0.65 to 1.0, meaning Aeon Mall shareholders don’t get a lot of credit for their real estate. The timing is short-dated. The AGM is end-May. Merger July1.
This may be a tad light, but it is a done deal. Active shareholder base is almost all retail and crossholders+dom passive gets Aeon to 70%.

Suzuki Motor (7269 JP) Placement: Likely to Price Today; 7-8% Underperformance Vs Peers/TOPIX

Tokio Marine & Nichido Fire Insurance and Sompo Japan Insurance are looking to raise US$1.2bn by offloading their entire stakes in Suzuki Motor by way of a secondary offering.
Suzuki Motor (7269 JP) stock is flat since the announcement of the placement but has underperformed its peers and the TSE Tokyo Price Index TOPIX (TPX INDEX).
With the placement being less than 5% of the number of shares outstanding, there is unlikely to be any immediate passive inflow which could pressure the stock.

Aeon Mall (8905 JP): Aeon (8267 JP)’s Share Exchange Ratio Is Set

AEON Mall (8905 JP) announced a share exchange offer by Aeon Co Ltd (8267 JP) at 0.65 Aeon shares per Aeon Mall share, a 30.9% premium to the undisturbed price.
The share exchange ratio is reasonable compared to historical price ratios and IFA valuation ranges. The implied offer multiple is attractive compared to peer multiples.
Aeon’s 58.16% shareholding ensures that Aeon Mall’s vote on 22 May is low-risk. The share exchange’s effective date is 1 July.

HK Connect SOUTHBOUND Flows (To 11 Apr 2025); Record Net Buying

Q1 saw record quarterly inflows by SOUTHBOUND investors at HK$435bn, beating the previous record of Q1 2021 by more than HK$100bn. The first two weeks in April were HK$145bn.
The first two weeks in April were HK$145bn as what appeared to be national team, or equally patriotic buyers, showed up droves to buy financials, energy, telecoms, and big techs.
Included is a summary of important China Stocks-relevant news as I saw it this week, but frankly, the only thing that matters is the back and forth by the Donald.

A/H Premium Tracker (To 11 Apr 2025): Sharp AH Premia Widening

AH Premia bounce higher. Spread curve torsion is mild given how much AH is widening again. Two weeks in a row we see a big net move.
For a month I thought warning signs were flashing and spreads could widen. They are still widening despite really big net SOUTHBOUND buying.
I expected the right thing to do was hunker down and be flat H/A risk. Hs underperformed As by 3.7% over two weeks so it’s tough to be flat enough.

Merger Arb Mondays (14 Apr) – ESR, Fengxiang, Vesync, Goldlion, Shibaura, Tsuruha/Welcia, Aeon Mall

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: ENN Energy (2688 HK), Insignia Financial (IFL AU), Oneconnect Financial Technology (6638 HK), Shandong Fengxiang (9977 HK), Seven & I Holdings (3382 JP), Smart Share Global (EM US).
Lowest spreads: Shibaura Electronics (6957 JP), Sinarmas Land (SML SP), Millennium & Copthorne Hotels Nz (MCK NZ), Makino Milling Machine Co (6135 JP), Spartan Resources (SPR AU).

Fengxiang (9977 HK): PAG’s Pre-Con Offer

When Shandong Fengxiang (9977 HK) was suspended last month due to the Takeovers Code, I expected PAG to launch an Offer by way of a Merger by Absorption at ~HK$2.00.
And that is exactly what unfolded. The price, which is a 33.33% premium to last close is final. 42.35% of independent H-shareholders are supportive. A scrip alternative is afforded.
PAG was permitted to take control of Fengxiang, via the domestic shares, late 2022. There will be no regulatory roadblock as PAG now seeks to privatise Fengxiang.

Strategic Acquisitions, Merger Developments, and Takeover Bids: Key Updates

Lensar (LNSR) is being acquired by Alcon for $14/share plus a CVR up to $2.75/share, with closing expected in H2 2024.
OCI N.V. announced a $1bn extraordinary cash distribution, with shareholders choosing payment currency, ex-dividend date April 15.
Kronos Bio (KRON) terminated a lease for $1.5m, with potential net cash outcome between ~$1 and $1.30/share.

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Apr 13

Daily Brief Event-Driven: Tsuruha (3391 JP): Welcia (3141 JP) Share Exchange and Aeon (8267 JP) Partial Offer Unattractive and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Tsuruha (3391 JP): Welcia (3141 JP) Share Exchange and Aeon (8267 JP) Partial Offer Unattractive
Fengxiang (9977 HK): PAG’s Preconditional Privatisation Offer at HK$2.00
(Mostly) Asia-Pac M&A: Abacus Storage, Gold Road, Mayne Pharma, Canvest, ESR, Shibaura Electronics
Last Week in Event SPACE: James Hardie/Azek, China’s Maritime/Shipping Sectors, CK Hutch, HKBN

Tsuruha (3391 JP): Welcia (3141 JP) Share Exchange and Aeon (8267 JP) Partial Offer Unattractive

Tsuruha Holdings (3391 JP) and Welcia Holdings (3141 JP) announced a merger through a share exchange followed by a partial tender offer by Aeon for a 50.90% stake of the merged entity.
The share exchange terms favour Welcia over Tsuruha shareholders. The Tsuruha shareholder vote is high risk as Orbis, the second-largest shareholder, intends to vote NO.
Aeon Co Ltd (8267 JP)’s follow-up partial offer for Tsuruha is unattractive compared to its previous offer for the Oasis stake, peer multiples and premium to the undisturbed price.

Fengxiang (9977 HK): PAG’s Preconditional Privatisation Offer at HK$2.00

Shandong Fengxiang (9977 HK) has disclosed a preconditional privatisation offer from PAG, the controlling shareholder, at HK$2.00 per H share, a 33.3% premium to the undisturbed price.
The precondition relates to regulatory approvals. The key conditions for the privatisation will be approval by at least 75% independent H Shareholders (<10% of all independent H Shareholders rejection).
The shareholders with blocking stakes which have not provided irrevocables will likely be supportive as the offer is reasonable and there is a potential scrip alternative.

(Mostly) Asia-Pac M&A: Abacus Storage, Gold Road, Mayne Pharma, Canvest, ESR, Shibaura Electronics

I tally 52 – mostly firm, mostly Asia-Pac – transactions currently being discussed and analysed on Smartkarma.
One new deal discussed this week: Public Storage (PSA US)‘s NBIO, by way of a Scheme, for Abacus Storage King (ASK AU).
Key updates/news took place on Gold Road Resources (GOR AU), Mayne Pharma (MYX AU), Canvest Environmental (1381 HK), ESR Group (1821 HK), Goldlion Holdings (533 HK), Shibaura Electronics (6957 JP).

Last Week in Event SPACE: James Hardie/Azek, China’s Maritime/Shipping Sectors, CK Hutch, HKBN

James Hardie (JHX AU)‘s merger with Azek (AZEK US) isn’t inherently a “bad” deal; but arguably risky and expensive. Yet JHX is down a massive 23% on the news.
The Biden Administration’s USTR Report (bad data/analytics) was a disaster. But true to form, if it allows the USG to stomp on China, Trump is going to take it.
The irony is that CKH (1 HK)‘s Panama-port sale was probably prompted, at least in part, by a desire to get out of a situation which was becoming increasingly political.

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Apr 12

Daily Brief Event-Driven: James Hardie (JHX AU)/Azek (AZEK US) Merger: Risky and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

James Hardie (JHX AU)/Azek (AZEK US) Merger: Risky, Expensive, And Poor Governance
Capri Unstitched: A Versace Sale Could Unlock Value for CPRI
Event Driven: Delhivery Acquires Ecom Express as Distress Sale

James Hardie (JHX AU)/Azek (AZEK US) Merger: Risky, Expensive, And Poor Governance

On the 24th March, building materials outfit James Hardie Industries Plc (JHX AU) announced a cash/scrip merger with decking manufacturer Azek (AZEK US).
JHX is offering 1.034 new JHX shares plus US$26.45/share in cash for each Azek share, or an implied $56.88 all-in price (at the time), a punchy 37.4% premium to undisturbed.
Apart from pushback on pricing for Azek, JHX shareholders have voiced opposition over the ASX granting a waiver, allowing the merger to proceed without a vote from JHX shareholders

Capri Unstitched: A Versace Sale Could Unlock Value for CPRI

Capri Holdings’ sale of Versace to Prada removes a structurally weak asset, shifting its balance sheet from net debt to net cash, simplifying its brand portfolio for sharper strategic focus.
Post-Transaction, Capri trades at just 4.4x EBITDA despite becoming a leaner, debt-free luxury group with two globally recognized brands — a setup primed for significant multiple expansion and investor re-rating.
A sum-of-the-parts valuation excluding Versace suggests Capri’s fair value is $30–33 per share, offering investors over 100% upside as the company pivots from portfolio fixer-upper to focused luxury contender.

Event Driven: Delhivery Acquires Ecom Express as Distress Sale

By Nimish Maheshwari

Delhivery (DELHIVER IN) acquired a 99.4% stake in Ecom Express for ₹1,407 crore, months after Ecom’s failed IPO and rights issue raised similar funds.
The deal combines two logistics leaders, expands Tier-2/3 reach, and promises cost efficiency, route optimization, and stronger pricing discipline in India’s fast-growing B2C e-commerce logistics.
Despite red flags in Ecom and DRHP disputes, Delhivery may have picked up a distressed but strategic asset at a bargain, with upside from network and tech integration.

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✓ Unlimited Research Summaries
✓ Personalised Alerts
✓ Custom Watchlists
✓ Company Data and News
✓ Events & Webinars

Apr 11

Daily Brief Event-Driven: Minebea Mitsumi Overbids Yageo for Shibaura Electronics (6957) and more

By Smartkarma Daily Briefs | Daily Briefs, Event-Driven

In today’s briefing:

Minebea Mitsumi Overbids Yageo for Shibaura Electronics (6957)
Shibaura Electronics (6957 JP): Minebea Mitsumi’s (6479 JP) White Knight Tender Offer at JPY4,500
Korea Short Selling: Biggest Changes in Shorts & Trade Performance
Corporate Act Amendment Takes Unexpected Turn: Watch for Holdco Momentum Plays Post-June Election
Suzuki Motor Placement Updates – Relative Correction Has Been Decent so Far. But Lacks Buyback
Goldlion Holdings (533 HK): An Attractive Spread Ahead of the Vote on 9 May
Gold Road (GOR AU)’s U-Turn On Gruyere’s Underground Mine Estimates
Goldlion Holdings (533 HK): 9th May Vote On Tsang Family’s Offer
Exploring Strategic Reviews: Key Opportunities in Biopharma and Food Sectors
Alcon’s Strategic Acquisition of Lensar: Potential 23% Upside with CVR Payout and Antitrust Considerations

Minebea Mitsumi Overbids Yageo for Shibaura Electronics (6957)

In early February, Yageo Corporation (2327 TT) made an unsolicited bid for Shibaura Electronics (6957 JP) at ¥4,300/share. They had approached in October 2024, and continued approaches through end-January.
Shibaura’s bankers approached Minebea Mitsumi (6479 JP) in January. Due diligence, then bids. They bid ¥4,600. Not enough said the SC. Then Trump. Then ¥4,400. Now ¥4,500 accepted 9 April.
But Trump tariffs relief came 9 April US time. And the Offer Price is below the mid-point of ALL three different financial advisors. I think this is not done yet.

Shibaura Electronics (6957 JP): Minebea Mitsumi’s (6479 JP) White Knight Tender Offer at JPY4,500

Shibaura Electronics (6957 JP) announced a preconditional tender offer from Minebea Mitsumi (6479 JP) at JPY4,500 per share, a 4.7% premium to Yageo Corporation (2327 TT)’s JPY4,300 hostile offer.
The offer is scheduled to start on 23 April, ahead of Yageo’s 7 May start. The Board intends to recommend the Minebea offer and oppose the Yageo offer.
Due to its low premium to the Yageo offer, at least another bidding round is highly probable, and the Minebea offer is below the midpoint of the IFA DCF valuation.

Korea Short Selling: Biggest Changes in Shorts & Trade Performance

The resumption of short selling in Korea came at a good time for investors, giving them some additional tools to manage market volatility.
Short interest has increased from 0.17% to 0.23% of market cap for the KOSPI market and from 0.46% to 0.63% for the KOSDAR market.
The KOSPI/KOSDAQ ratio has reverted a bit on profit taking, and the forecast index deletions have recovered a bit but should continue to see increase short interest.

Corporate Act Amendment Takes Unexpected Turn: Watch for Holdco Momentum Plays Post-June Election

By Sanghyun Park

The word on the street is the Dems are banking on their candidate winning in June, then clearing the veto and pushing the Corporate Act amendment through immediately.
What seemed like a dead issue for the Corporate Act amendment has turned into a surprise, shifting market momentum and potentially impacting the Korean stock scene.
It could shift the Korean market’s focus to long-term governance improvements, targeting major holdcos like CJ, Hanwha, GS, Doosan, Mobis, SK, and Samsung C&T, with June’s election key.

Suzuki Motor Placement Updates – Relative Correction Has Been Decent so Far. But Lacks Buyback

By Sumeet Singh

Tokio Marine Holdings (8766 JP) and Sompo Holdings (8630 JP) aim to raise around US1.15bn (including over-allotment) via selling around 5% of Suzuki Motor (7269 JP).
While Suzuki doesn’t have much direct exposure to the US markets, its shares had corrected in line with other auto players going into the deal launch.
In this note, we compare the deal to some of the past deals and talk about the updates since our last note.

Goldlion Holdings (533 HK): An Attractive Spread Ahead of the Vote on 9 May

Goldlion Holdings (533 HK)’s IFA considers Mr Tsang’s HK$1.5232 per share offer fair and reasonable. The vote is on 9 May.
The key condition is the scheme approved by at least 75% disinterested shareholders (<10% disinterested shareholders rejection). FMR holds a blocking stake but should be supportive.
The offer is reasonable compared to peer multiples and historical trading ranges. At the last close and for the 10 July payment, the gross/annualised spread is 4.3%/19.0%.

Gold Road (GOR AU)’s U-Turn On Gruyere’s Underground Mine Estimates

After rejecting Gold Fields (GFI SJ)‘s Offer last month, calling terms “low ball and opportunistic”, Gold Road (GOR AU) has done a bang-up job how NOT to underpin that position.
After correcting minor information (on the 4th April) to an Australian Roadshow Investor Presentation, GOR has now retracted details of the underground mining potential at the Gruyere mine.
But don’t expect any new developments in this transaction until after De Grey Mining (DEG AU)‘s Scheme vote on the 16th April.

Goldlion Holdings (533 HK): 9th May Vote On Tsang Family’s Offer

On the 17th December 2024, Goldlion Holdings (533 HK), an apparel manufacturer/distributor, announced an Offer, by way of a Scheme, from the Tsang family (2.95% stakeholder), for shares not held.
The Tangs are offerings $1.5232/share (declared final), a 24.85% premium to last price, but a 71% premium to undisturbed. Despite the very low price-to-book multiple, this transaction looks done.
The Scheme Doc is now out, with a Court Meeting on the 9th May, with payment on or before the 10th July. The IFA (Altus Capital) says “fair & reasonable“.

Exploring Strategic Reviews: Key Opportunities in Biopharma and Food Sectors

Lifeway Foods (LWAY) faces a pending takeover by Danone, with a potential board overhaul and strategic acquisition synergies.
Liquidia (LQDA) anticipates FDA approval for Yutrepia, challenging UTHR’s monopoly, with potential valuation gap closure post-commercialization.
Sage Therapeutics (SAGE) received a buyout offer from Biogen, with ongoing strategic review and potential for increased offer price.

Alcon’s Strategic Acquisition of Lensar: Potential 23% Upside with CVR Payout and Antitrust Considerations