Category

Japan

Daily Brief Japan: Toshiba Corp, Nintendo, Iwasaki Electric, Nissan Motor, Softbank Group, Toyo Construction, Z Holdings, ROHM Co Ltd and more

By | Daily Briefs, Japan

In today’s briefing:

  • Toshiba (6502) – Funding Definitely Probably Now Secured – Next Steps and Risks
  • Nintendo (7974) | Game Over for Switch
  • Carlyle 86% Premium ¥4460 TOB on Iwasaki Elec – Probably Light, and Interesting Shareholder Register
  • Nissan’s Renault Led Selldown Very Early Look – US$4.3bn Prolonged Overhang or Lack Thereof
  • Softbank Group (Neutral) – Q3 22 Results Reaction: Defensive Stance Intact as VF Losses Continue
  • Toshiba – Good News?
  • Toyo Construction (1890 JP): YFO and the Board Trading Half-Truths
  • Z Holdings (4689.JP) Upgrade to BUY: Leaner Business Lines with PayPay Drives Growth
  • Japanese Companies with Low Debt Should Evaluate Profitability in Terms of ROA Rather than ROE

Toshiba (6502) – Funding Definitely Probably Now Secured – Next Steps and Risks

By Travis Lundy

  • On 31 January, the expected “deadline” for a bank loan agreement with the JIP Consortium bidding for Toshiba, we got news that commitment confirmation would be extended to 3 February.
  • Every other time we got a deadline extension, we got an article. On 3-6 Feb, we got no article, suggesting we were close. Today, a Bloomberg article says terms agreed.
  • That gets us over the biggest hump. Now we have to look at possible next steps and timing.

Nintendo (7974) | Game Over for Switch

By Mark Chadwick

  • Nintendo reported operating profit of 190b yen (-8% YoY), falling far short of Street expectations
  • The Nintendo Switch is now a six-year old console and demand is exhausted. A normalization of chip/supply chain issues benefits the newer PS5
  • Our thesis is that the hardware cycle has peaked and that the share price will head lower in tandem with the dwindling top line

Carlyle 86% Premium ¥4460 TOB on Iwasaki Elec – Probably Light, and Interesting Shareholder Register

By Travis Lundy

  • Carlyle has agreed to do an MBO on Iwasaki Electric (6924 JP) where the existing CEO who is 65yrs old will take a 0.5% stake.
  • As a purveyor of specialist industrial lighting, including transition to LED lighting for public space use, the company’s place in the ecosystem is not undesirable. But it isn’t hugely profitable.
  • This smallcap takeout at an 86% premium is probably still too light. And the Shareholder Structure is interesting.

Nissan’s Renault Led Selldown Very Early Look – US$4.3bn Prolonged Overhang or Lack Thereof

By Sumeet Singh

  • With Nissan (7201 JP) and Renault coming to a new arrangement regarding their working relationship, Renault will be left with a US$4.3bn Nissan stake that it will look to sell eventually.
  • The selldown will probably take a long while to materialize.
  • In this note, we talk about the announcement and take a very early look at the possible selldown.

Softbank Group (Neutral) – Q3 22 Results Reaction: Defensive Stance Intact as VF Losses Continue

By Kirk Boodry

  • Management pushed a conservative / defensive line for Q3 as markets remain uncertain and investment losses continue
  • Revenue growth at ARM was better than expected as licensing revenues rebounded strongly. Guidance for the timing of an IPO (sometime in 2023) remains unchanged
  • This was a slightly disappointing quarter but hopes were not high heading into the print with the discount hovering around 35%

Toshiba – Good News?

By Mio Kato

  • So JIP appears to have finally secured funding for its tortured Toshiba bid. 
  • The market is reacting positively and we think this is reasonable but the real question is whether Toshiba management will be amenable to the new terms of JIP’s deal. 
  • In our view, there are certain quirks regarding recent news flow which point to a potential answer to that question.

Toyo Construction (1890 JP): YFO and the Board Trading Half-Truths

By Arun George

  • YFO’s latest press release outlines the key objectives of a revamped Toyo Construction (1890 JP) Board, should its recommended directors get elected at the June AGM.
  • YFO’s strategy is to revamp the Board, which should pave the way for its tender offer. YFO’s standstill agreement expires on 24 May and the tender offer starts in late-September.
  • The Board could allege that YFO has breached its NDA agreement and re-introduce a poison pill. The Board could look to garner enough support to block YFO’s nominations. 

Z Holdings (4689.JP) Upgrade to BUY: Leaner Business Lines with PayPay Drives Growth

By Shawn Yang

  • ZHD F3Q22 (C4Q22) net revenue slightly missed our est. and cons. by (2%) and (1%). Adjusted EBITDA margin was in line with our est. excluding impact from PayPay consolidation. 
  • PayPay will continue to be the growth driver for ZHD with increase in unit spending supported by premium credit card offering and deepening integration with group’s other services.
  • We upgrade ZHD to BUY and raise our TP to JPY 435 to reflect beat in profitability and upsides in PayPay

Japanese Companies with Low Debt Should Evaluate Profitability in Terms of ROA Rather than ROE

By Aki Matsumoto

  • While OP margin remains flat, ROE increased moderately due to higher in total-asset-turnover. Going forward, the drivers of ROE growth are likely to continue through reductions in cash and cross-shareholdings.
  • It would be more likely to find it in a company that already has high operating profit margin and where ROE can be improved by improving the total asset turnover.
  • Based on my analysis so far, I assume that companies that raised their stock price valuations did so by clarifying their cash allocation policies and engaging in communication with investors.

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Daily Brief Japan: Nissan Motor, Iwasaki Electric, JPY and more

By | Daily Briefs, Japan

In today’s briefing:

  • Renault & Nissan Deal Done: Still a Trading Nothing🍔 So Far, OK Framework but Need Shaq Fingerguns
  • Iwasaki Electric (6924 JP): JPY4,460 MBO Tender Offer from Carlyle
  • USDJPY – Is USDJPY Confirming a Return to the Long-Term Uptrend?

Renault & Nissan Deal Done: Still a Trading Nothing🍔 So Far, OK Framework but Need Shaq Fingerguns

By Travis Lundy

  • As “disclosed” recently, we have a deal. Nissan Motor (7201 JP) will invest “up to 15%” in Ampere. Mitsubishi Motors (7211 JP) may join. They have many potential joint projects.
  • The key is the Governance Framework, which replaces RAMA. Renault SA (RNO FP) puts 28.4% of Nissan in an open-ended Trust. Renault and Nissan have 15% reciprocal voting rights.
  • The webcast is more optimistic than I am. Luca de Meo made special mention of the joint projects. This sounds good. It sounds like what has always been promised.

Iwasaki Electric (6924 JP): JPY4,460 MBO Tender Offer from Carlyle

By Arun George

  • Iwasaki Electric (6924 JP) has recommended an MBO tender offer, sponsored by Carlyle Group Inc (CG US), of JPY4,460 per share, an 86.1% premium to the undisturbed price (6 February).
  • The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the offer has been set to meet the 66.67% ownership ratio.
  • The tender offer is attractive and represents a ten-year share price high. This suggests a done deal. The tender offer period is from 7 February to 22 March.

USDJPY – Is USDJPY Confirming a Return to the Long-Term Uptrend?

By David Coloretti, CMT

  • At TMA we deliver high probability outcomes by focusing on our 3 pillars of technical analysis. •1) Response to key levels. •2) Price action. •3) Momentum confirmation.
  • Last week delivered a host of bullish MT USD reversal patterns across USD/G10 and USD/Asia pairs.
  • USDJPY has responded impulsively to critical LT support around 127.50. February has the potential to confirm a return to the multi-year uptrend with aggressive targets around 175/180.

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Daily Brief Japan: Mitsui & Co Ltd, M3 Inc, Zojirushi Corp and more

By | Daily Briefs, Japan

In today’s briefing:

  • Mitsui & Co (8031) Q3 – Big Profit, New Bigger Buyback, Some Index Selling; and Competition
  • M3: Slow Down in Pharma Marketing a Significant Downside Risk
  • Unreasonable Company Opposition, but No Change in Outlook for Shareholder Proposals to Be Rejected

Mitsui & Co (8031) Q3 – Big Profit, New Bigger Buyback, Some Index Selling; and Competition

By Travis Lundy

  • Mitsui & Co Ltd (8031 JP) reported Q3 earnings Friday afternoon during the market session. Like at Q2, they upped their fiscal-year forecast to well above Street consensus.
  • Also like Q2, they announced a buyback – this one an extension in time, shares, and money on the one already in place, raising the total Core CashFlow Payout Ratio.
  • This creates interesting index flows over the next several months, and other trading cos have live buybacks too.

M3: Slow Down in Pharma Marketing a Significant Downside Risk

By Shifara Samsudeen, ACMA, CGMA

  • M3 Inc (2413 JP) reported 3QFY03/2023 earnings today. Revenue increased 12.6% YoY to JPY64.6bn (vs consensus JPY62.6bn) while OP decreased 3.0% YoY to JPY22.0bn (vs consensus JPY22.8bn).
  • In line with our expectation, m3 has mentioned that it expects pharma marketing revenues to slow down with pharmaceutical companies cutting down their budgets.
  • Though m3 has made a large no. of M&A deals to pursue growth, we have not seen extraordinary growth in overseas biz and think there is significant downside risk.

Unreasonable Company Opposition, but No Change in Outlook for Shareholder Proposals to Be Rejected

By Aki Matsumoto

  • Zojirushi’s low profitability and numerical targets are at the root of the problem with this shareholder proposal, which required disclosure of cost of capital to verify reasonableness of the targets.
  • To ensure transparency of BOD, it would have required individual disclosure of director compensation, divestment of policy shareholdings, and elimination of takeover defenses, which are issues of corporate governance practices.
  • When % foreign shareholders reaches 30% level, companies tend to eliminate takeover defense. Since Zojirushi’s % foreign shareholders is 20%, the shareholder proposal will be very likely to be rejected.

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Daily Brief Japan: Softbank Corp, Tokyo Stock Exchange Tokyo Price Index Topix and more

By | Daily Briefs, Japan

In today’s briefing:

  • Softbank Corp (Buy) – Q3 22 Results Reaction: Modest Mobile Improvement, on Track to Meet Targets
  • Overseas Investors Have Done a Great Deal to Improve the Governance of Japanese Companies, But…

Softbank Corp (Buy) – Q3 22 Results Reaction: Modest Mobile Improvement, on Track to Meet Targets

By Kirk Boodry

  • Consumer mobile revenue fell 7% but that partly reflects how sales were reported a year ago. Reported ARPU was down 5% whilst price cut erosion narrowed
  • Operating income YTD is 94% of full-year targets leaving room for Softbank to achieve its goal even with increased investment spending
  • This was a relatively uneventful quarter and we remain at Buy

Overseas Investors Have Done a Great Deal to Improve the Governance of Japanese Companies, But…

By Aki Matsumoto

  • 11 of 14 corporate governance criteria confirmed the significance of % foreign shareholder. In particular, 9 of 14 criteria showed progress in their efforts due to engagement of overseas investors.
  • Overseas investors are concerned about whether the interests of minority shareholders can be secured in companies with large shareholders, such as listed subsidiaries, and whether governance will function properly.
  • As for the independence of the Nominating and Compensation Committee, which didn’t show significant correlation with % of foreign shareholders, it’s still beyond the power of engagement by overseas investors.

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Daily Brief Japan: Techno Associe, Nissin Electric, Keisei Electric Railway Co, Sony Corp, Kyocera Corp, Z Holdings, Takeda Pharmaceutical, KDDI Corp and more

By | Daily Briefs, Japan

In today’s briefing:

  • Sumitomo Elec Buys Out Sub Techno Associé) At ¥1,695/Share – Insulting Explanation. Deserves More.
  • Sumitomo Electric Buys Out Sub Nissin Electric (6641) At ¥1,700/Share – ATH But Still Too Low
  • Keisei Electric: Needs Activists to Push the Market
  • Nissin Electric (6641 JP): JPY1,700 Tender Offer from Sumitomo Electric
  • SONY (6758) | Re-Acceleration of Growth in Games
  • Techno Associe (8249 JP): JPY1,695 Tender Offer from Sumitomo Electric
  • Kyocera (6971 JP): Massive Downward Revision
  • Z Holdings (Neutral) – Q3 22 Results Reaction: Lofty EBITDA Targets Cut on Erosion in Core Business
  • Takeda: Top Line Beats Consensus, Steady Pipeline Progress and Further Upside
  • KDDI (Buy) – Q3 22 Results Reaction: Super Mobile but Full-Year Targets Look Challenging

Sumitomo Elec Buys Out Sub Techno Associé) At ¥1,695/Share – Insulting Explanation. Deserves More.

By Travis Lundy

  • Sumitomo Electric Industries (5802 JP) is taking over to subs through tender offers. Both are light. Both this one for Techno Associe (8249 JP) and the one for Nissin Electric.
  • Both deals are light -slightly offensive, but in different ways. The Board decisions are more offensive than the actual prices, but it’s Sumi Elec buying, so those are offensive too.
  • There’s a history here. Sumi Elec went to 51% at an offensively low price (EV/EBITDA below zero) in 2019. But this is probably a done deal anyway.

Sumitomo Electric Buys Out Sub Nissin Electric (6641) At ¥1,700/Share – ATH But Still Too Low

By Travis Lundy

  • Sumitomo Electric Industries (5802 JP) has announced a takeover of two of its subsidiaries today. The larger one is Nissin Electric (6641 JP)
  • This deal, done for governance purposes, hits an all-time high price. But, like others, it ignores synergies in pricing, has an inadequate premium, and process is just bad.
  • But given the shareholder structure, this is highly likely to sail through un-molested. 

Keisei Electric: Needs Activists to Push the Market

By Oshadhi Kumarasiri

  • We think there’s something fundamentally wrong with Keisei Electric Railway Co (9009 JP)’s current valuation.
  • Its core business with an estimated fair value of ¥720bn, currently has an implied valuation of negative ¥942bn (stub value).
  • If investors can convince the management to dispose its stake in Oriental Land (4661 JP), we think there’s more than a 200% upside to Keisei Electric’s valuation.

Nissin Electric (6641 JP): JPY1,700 Tender Offer from Sumitomo Electric

By Arun George

  • Nissin Electric (6641 JP) has recommended Sumitomo Electric Industries (5802 JP)’s tender offer of JPY1,700 per share, an 22.7% premium to the undisturbed price (2 February).
  • The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the offer has been set to meet the 66.67% ownership ratio.
  • The tender offer is attractive in comparison to peer multiples and historical price ranges. Excluding the offeror, there are no substantial shareholders. This suggests a done deal. 

SONY (6758) | Re-Acceleration of Growth in Games

By Mark Chadwick

  • Sony’s Q3 operating profit fell 8% YoY to Y428b beating consensus estimates by around 15%
  • The PS5 has now sold over 32m units, finally shaking off supply constraints. Will VR2 surprise?
  • We remain bullish on the stock at 15x earnings. Sony is a core play on content creation and digitization.

Techno Associe (8249 JP): JPY1,695 Tender Offer from Sumitomo Electric

By Arun George

  • Techno Associe (8249 JP) has recommended Sumitomo Electric Industries (5802 JP)’s tender offer of JPY1,695 per share, an 36.9% premium to the undisturbed price (2 February).
  • The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the offer has been set to meet the 66.67% ownership ratio.
  • The tender offer is attractive and represents an all-time share price high. This suggests a done deal. The tender offer period is from 3 February to 22 March.

Kyocera (6971 JP): Massive Downward Revision

By Scott Foster

  • Kyocera cut FY Mar-23 operating profit guidance by more than 30% while leaving sales guidance unchanged. Draw your own conclusions about the reliability of company forecasts.
  • Sales began to decline in 3Q and the rate of decline is likely to increase in 4Q. There is a large inventory overhang.
  • The shares dropped 3% today. Wait for capitulation as the reality of recession sinks in.

Z Holdings (Neutral) – Q3 22 Results Reaction: Lofty EBITDA Targets Cut on Erosion in Core Business

By Kirk Boodry

  • Management has cut its FY23 EBITDA target from its long-term goal of ¥390bn to c. ¥363bn as its core ad and eCommerce performance gets weaker
  • Advertising revenue fell 1% YoY whilst eCommerce volumes (GTV) on the core third-party marketplace Yahoo!Shopping were also down significantly
  • The outlook for FY23 is further blurred by management changes to address business challenges and deeper LINE/Yahoo integration.  We are lowering our target price to ¥425

Takeda: Top Line Beats Consensus, Steady Pipeline Progress and Further Upside

By Shifara Samsudeen, ACMA, CGMA

  • Takeda Pharmaceutical (4502 JP)  reported 3QFY03/2023 results today. Reported revenue increased 11.2% YoY to JPY1,096.6bn (vs consensus JPY996bn) while OP increased 26.2% YoY to JPY147bn (vs consensus JPY180.1).
  • The drop in OP vs consensus was mainly due to the depreciation of the Yen, nevertheless, OPM improved 30bps to 13.4% during the quarter.
  • Takeda has not revised full-year forecast, however, we think the company will easily beat its own guidance as it pushes forward with its development pipeline further aided by M&A.

KDDI (Buy) – Q3 22 Results Reaction: Super Mobile but Full-Year Targets Look Challenging

By Kirk Boodry

  • Core mobile revenue fell 4% but that is an improvement from 7-8% declines over the last few quarters and including value-added sales (VAS), retail mobile spend is up
  • Competitive challenges remain with elevated churn and visible declines in roaming revenue from Rakuten (although sequential change has been modest)
  • KDDI has kept guidance for FY22 operating income growth unchanged despite unanticipated expenses for rising fuel costs and the July network failure

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Daily Brief Japan: Oriental Land, Mercari Inc, Softbank Group, Omron Corp, Sky Perfect Jsat, Tokyo Stock Exchange Tokyo Price Index Topix and more

By | Daily Briefs, Japan

In today’s briefing:

  • Oriental Land (4661) As Nikkei 225 Candidate – What Is Float? What Is “The Tricky Twist”?
  • TOPIX Index Upweights: An Early Preview Of “The Big April Basket” 2023
  • Softbank Group (Neutral) – Japan’s Global Tech Play: Initiation of Coverage and Q3 Preview
  • Omron (6645) | Q3 Beat, New Management Team
  • Sky Perfect JSAT (Buy) – Q3 22 Results Reaction: Satellite Growth Offsets Media Weakness
  • Could the Turnaround Be Due to a Change in Management?

Oriental Land (4661) As Nikkei 225 Candidate – What Is Float? What Is “The Tricky Twist”?

By Travis Lundy

  • As discussed in Nikkei 225 March Review – Quiddity Leaderboard (Jan 2023) (and earlier versions), Oriental Land (4661 JP) is a candidate to join the Nikkei 225 in March 2023.
  • As of early January, it was the top-ranked impact name with 11.8 days of ADV to buy, and if it underperformed the Nikkei from there, there’d be more to buy. 
  • With the data collection period now complete, it is top-ranked, still. And it is still ~10-12 days to buy. Understanding shareholder structure, however, is key. So I dive in.

TOPIX Index Upweights: An Early Preview Of “The Big April Basket” 2023

By Janaghan Jeyakumar, CFA

  • The Tokyo Stock Exchange (TSE) calculates Free-Float Weight (FFW) for each listed company and uses this value as a key component of TOPIX Index Calculation. 
  • For companies with “low liquidity” the FFW will be multiplied by a fixed liquidity factor of 0.75 to derive the final FFW used for index calculation. 
  • Every April, the application of this liquidity factor is reviewed by the TSE. In this insight, we take an early look at what could happen in April 2023.

Softbank Group (Neutral) – Japan’s Global Tech Play: Initiation of Coverage and Q3 Preview

By Kirk Boodry

  • In this deep dive report, we initiate coverage on Softbank Group with a ¥6,300 target price and Neutral recommendation
  • We are cautious on global tech and consider that the main risk to the story but a recovery in China sentiment provides some offset
  • For Q3 results next week, we expect the defensive theme of the last two quarters to continue

Omron (6645) | Q3 Beat, New Management Team

By Mark Chadwick

  • We expected the market to react positively to the Q3 beat. There are clouds on the order horizon, but that is well-known
  • A big management shuffle was also announced. We think the new CEO and CFO will follow the same LT Vision, but need to do more to meet rising capital costs
  • Our core bullish thesis rests on growth in Industrial Automation.  As expectations for interest rate hikes fade, we think investors will start to price in a 2023/4 order recovery

Sky Perfect JSAT (Buy) – Q3 22 Results Reaction: Satellite Growth Offsets Media Weakness

By Kirk Boodry

  • As expected space segment revenue growth accelerated as global/mobile sales took off offsetting media revenue erosion
  • User trends in the video business remain weak although Q3 subscriber losses improved QoQ despite this being the seasonally weakest quarter
  • We are leaving our forecasts unchanged and remain at Buy

Could the Turnaround Be Due to a Change in Management?

By Aki Matsumoto

  • Fujikura and JVC Kenwood, which could generate cash flow by restructuring their business portfolios, were evaluated as “value stocks” due to the gap between their corporate value and stock prices.
  • Fujikura and JVC Kenwood haven’t posted record profits in 17 and 11 years, respectively. The key to solving why it took so long may be the change in top management.
  • If management doesn’t listen, structural reforms won’t be implemented, even if shareholders repeatedly suggest restructuring business portfolio. This is why it’s important for shareholders to replace management that continues underperforming.

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Daily Brief Japan: Keisei Electric Railway Co, Baycurrent Consulting, Toshiba Corp, Oriental Land, Komatsu Ltd, Tokyo Stock Exchange Tokyo Price Index Topix and more

By | Daily Briefs, Japan

In today’s briefing:

  • StubWorld: Mickey Upstages Keisei Electric
  • MSCI Feb 2023 QCIR Preview: Potential Changes as Review Period Ends
  • Toshiba (6502) – Funding Mostly Secured, Still, Again, Maybe. Or Maybe Not. Or Not.
  • Oriental Land: Fantasy Springs Is No Longer on Management’s Interest
  • Toshiba (6502 JP): Financing Deadline Slips Again as the 3Q Update Looms
  • Komatsu (6301) | Plenty of Gas in the Tank
  • Board Independence Is Demonstrated by Whether It Is Aligned with Common Shareholder Goal

StubWorld: Mickey Upstages Keisei Electric

By David Blennerhassett

  • Keisei Electric Railway Co (9009 JP) is trading “cheap” as Oriental Land (4661 JP) enjoys a zero-Covid revival.
  • Preceding my comments on Keisei/Oriental Land, 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%.

MSCI Feb 2023 QCIR Preview: Potential Changes as Review Period Ends

By Brian Freitas

  • The review period for the February Quarterly Comprehensive Index Review (QCIR) of the MSCI indices ended yesterday. There will be a number of changes in the Asia Pacific region.
  • Most of the inclusions are in China and the country weight in the MSCI Emerging Markets Index should increase leading to outflows from other markets.
  • On average, the potential adds have outperformed the potential deletes over the last few weeks. At a glance, pre-positioning appears to be lighter than in the past.

Toshiba (6502) – Funding Mostly Secured, Still, Again, Maybe. Or Maybe Not. Or Not.

By Travis Lundy

  • The original bid was supposed to be presented fully-funded by 30 September 2022. Then it was early November, then late November, then early December, late Dec, early Jan, end Jan. 
  • Today we find out that The Banks and The Preferred JIP Bidding Consortium will aim to reach agreement by 3 Feb. The Bloomberg article details are newish, and odd. 
  • Shares have deteriorated and vs Peers, they are at their lowest point in many months. And the details do not make me confident this deal is clean yet. 

Oriental Land: Fantasy Springs Is No Longer on Management’s Interest

By Oshadhi Kumarasiri

  • Aided by the Japanese Government’s efforts to rebuild the COVID-ravaged leisure sector, Oriental Land (4661 JP)’s 3QFY23 OP surpassed consensus by more than 35%.
  • We believe 3QFY23 could be a peak in terms of financial performance for Oriental Land, at least until the opening of the Fantasy Springs.
  • In addition, the growth story that OLC offered through the expansion of DisneySea, seems to be no longer compelling as the management has simply stopped talking about its progress.

Toshiba (6502 JP): Financing Deadline Slips Again as the 3Q Update Looms

By Arun George

  • Bloomberg reports that Japan Industrial Partners (JIP), the preferred bidder, has again extended the deadline for securing bank financing of around JPY1.2 trillion (US$8.8 billion).
  • A new issue has pushed the deadline to 3 February. If JIP manages to secure financing for an offer of around JPY5,100, the next challenge is securing Board support.
  • The 3QFY2022 update on 14 February needs to avoid further downgrades to keep the deal alive. Toshiba’s multiples are unattractive to peers. Remain on the sidelines for now.

Komatsu (6301) | Plenty of Gas in the Tank

By Mark Chadwick

  • Komatsu Q3 operating profit rose 54% YoY, beating analyst estimates by around 12%
  • Construction and Mining Equipment sales rose 31% in the quarter, or ~10% on a constant currency basis versus industry volume of -6%
  • Komatsu shares have sharply lagged the recovery at CAT. We still see significant upside with current P/B of 1.2x

Board Independence Is Demonstrated by Whether It Is Aligned with Common Shareholder Goal

By Aki Matsumoto

  • While shareholder proposals, including those from activist investors, should be considered from independent perspective, it’s clear that even companies with high-% independent directors don’t necessarily get along with activist investors.
  • Board independence is not a question of the number or ratio of independent directors; rather, it is a question of whether independent directors are truly functioning on the board.
  • If the loss of cash results in missed investment opportunities to expand corporate value, this would conflict with interests of shareholders, so subsequent increases in market capitalization should be verified.

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Daily Brief Japan: Nissan Motor, AXXZIA Inc, SBI Holdings, H2O Retailing, NEC Corp, Nihon M&A Center, Tobila Systems Inc and more

By | Daily Briefs, Japan

In today’s briefing:

  • Renault & Nissan “Agree” On New Terms – A Diet Nothing🍔, Exchangeable into Shaq Fingerguns
  • TOPIX Inclusion: AXXZIA Inc (4936 JP) – Time to Take Profits
  • JPX-Nikkei 400 Rebal 2023: End-Jan 2023
  • Japanese Department Stores: An Opportunity to Trade FQ3 Earnings This Week
  • NEC (6701) | Strong Network Revenues
  • Nihon M&A: Weak Earnings and Guidance for Full-Year Seems Too Optimistic
  • Tobila Systems: A Deep-Dive View

Renault & Nissan “Agree” On New Terms – A Diet Nothing🍔, Exchangeable into Shaq Fingerguns

By Travis Lundy

  • Today, a Nikkei article suggested (after other media suggested last week) that Renault SA (RNO FP) and Nissan Motor (7201 JP) have come to agreement about their new deal.
  • Post-Close, an announcement. Two striking things about this “agreement” a) it comes many months after they started negotiating, and b) we have few details, and c) we’re missing a bit.
  • Renault agrees to cap voting rights in Nissan. Nissan agrees to invest in RNO’s EV spinoff, and so far, they agree to strengthen the Alliance. What’s missing is interesting/key.

TOPIX Inclusion: AXXZIA Inc (4936 JP) – Time to Take Profits

By Janaghan Jeyakumar, CFA


JPX-Nikkei 400 Rebal 2023: End-Jan 2023

By Janaghan Jeyakumar, CFA

  • JPX-Nikkei 400 is composed of common stocks listed on the Tokyo Stock Exchange. It is a free-float-adjusted market-value-weighted (capped) index composed of 400 constituents.
  • A periodic review is conducted by the Index providers, the JPX Group and Nikkei Inc, in August every year. We look at the potential forward inclusions and removals every month.
  • Below is a look at potential Inclusions and Removals for the JPX-Nikkei 400 Rebalance to come in August 2023 based on trading data as of end-January 2023.

Japanese Department Stores: An Opportunity to Trade FQ3 Earnings This Week

By Oshadhi Kumarasiri


NEC (6701) | Strong Network Revenues

By Mark Chadwick

  • We remain bullish on NEC as we believe that the company is one of the key beneficiaries of the shift to standalone 5G
  • NEC’s Network Services registered double-digit revenue and profit gains in Q3 on the back of growth in 5G equipment sales and IP income.
  • We believe that the current share price (+4% over the past 12m) and valuation (10x PE, 0.8x PB) do not reflect the positive mid-term outlook

Nihon M&A: Weak Earnings and Guidance for Full-Year Seems Too Optimistic

By Shifara Samsudeen, ACMA, CGMA

  • Nihon M&A Center (2127 JP) reported 3QFY03/2022 results. Revenue declined 9.9% YoY to JPY9.8bn (vs consensus JPY13.6bn) while OP dropped 21.9% YoY to JPY3.2bn (vs consensus JPY6.1bn).
  • Though there had been an increase in the no. of transactions completed during the quarter, revenue declined due to price pressures.
  • Share price has declined 22.8% during today’s trade due to weaker-than-expected earnings and we think full-year FY03/2022E guidance is too hard to achieve.

Tobila Systems: A Deep-Dive View

By Steven Chen

  • This is our second Insight into Tobila Systems – the absolute dominator in the niche of fraud/spam call and message filtering services in Japan;
  • We like the high-quality, unique assets owned by the company, although capital allocation appears to stand out as a wild card in our formula of long-term shareholder-value creation;
  • At the current level, we would hold the shares firmly and wait patiently for more opportunistic offerings from Mr. Market to accumulate more shares.

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Daily Brief Japan: Kanematsu Electronics, Tokyo Stock Exchange Tokyo Price Index Topix and more

By | Daily Briefs, Japan

In today’s briefing:

  • Merger Arb Mondays (30 Jan) – Kanematsu, Toyo, O2Micro, Origin Energy, Warrego, Tyro, Norwest
  • Looking Forward to Discussion on How to Improve the Quality of Corporate Governance Practices

Merger Arb Mondays (30 Jan) – Kanematsu, Toyo, O2Micro, Origin Energy, Warrego, Tyro, Norwest

By Arun George


Looking Forward to Discussion on How to Improve the Quality of Corporate Governance Practices

By Aki Matsumoto

  • The fact that TSE, which has revised Corporate Governance Code several times, is now discussing improving the quality of corporate governance shows that the governance practices have become a formality.
  • Regarding the expansion of English-language disclosure, there is need to eliminate the mismatch between the documents that companies translate into English and those that overseas investors demand to be translated.
  • Asset owners should keep encouraging asset managers to follow Stewardship Code. Appropriate action by asset managers to deal with the BOJ owned ETFs will encourage changes in the companies.

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Daily Brief Japan: Kanematsu Electronics, Kanematsu Nnk and more

By | Daily Briefs, Japan

In today’s briefing:

  • Kanematsu Electronics (8096 JP): JPY6,200 Tender Offer from Kanematsu Corporation
  • Kanematsu Sustech (7961) ¥2250/Share Tender Offer by Parent – Supremely Illiquid But Interesting
  • Kanematsu Electronics (8096) – ¥6200/Share Tender Offer by Parent – Easy Takeout

Kanematsu Electronics (8096 JP): JPY6,200 Tender Offer from Kanematsu Corporation

By Arun George

  • Kanematsu Electronics (8096 JP) has recommended Kanematsu Corp (8020 JP)’s tender offer of JPY6,200 per share, an 32.9% premium to the undisturbed price (27 January).
  • The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the offer has been set to meet the 66.67% ownership ratio.
  • The tender offer is attractive as it represents an all-time share price high and a premium to peer multiples. This suggests a done deal. 

Kanematsu Sustech (7961) ¥2250/Share Tender Offer by Parent – Supremely Illiquid But Interesting

By Travis Lundy

  • Kanematsu Corp (8020 JP) announced two tender offers late Friday to take out minorities in subsidiaries. One larger, safer deal. One smaller, illiquid, but potentially interesting one.
  • This is the interesting one. It is being done at the wrong price, and it has investors who might care who have been long-time holders.
  • This could get interesting. You have a buyer. A target. It’s pretty clean except for shareholder structure. And the buyer has room to pay up. 

Kanematsu Electronics (8096) – ¥6200/Share Tender Offer by Parent – Easy Takeout

By Travis Lundy

  • Kanematsu Corp (8020 JP) announced two tender offers Friday to take out subsidiaries. One more liquid one. One very small sub. This is the larger, easier deal. 
  • Kanematsu Electronics is an IT shop, designing and executing system integration and maintenance services. It is a great business. The takeout is a 33% premium to an all-time high.
  • It might still be a bit cheap, but it is not egregious, and it would be quite difficult to block. 

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