Daily BriefsEvent-Driven

Daily Brief Event-Driven: Outsourcing (2427 JP): Bain-Backed Preconditional MBO Tender Offer at JPY1 and more

In today’s briefing:

  • Outsourcing (2427 JP): Bain-Backed Preconditional MBO Tender Offer at JPY1,755
  • TOPIX Inclusions: Who Is Ready (Dec 2023)
  • MVIS Global Junior Gold Miners Index Rebalance: Few Large Weight Changes
  • MVIS US Listed Semiconductor 25 Index Rebalance: TSMC Is the Big Sell
  • MVIS Global Rare Earth/​​​​​Strategic Metals Index Rebalance: Albermarle (ALB US) Finally Added
  • Merger Arb Mondays (11 Dec) – Benefit One, Outsourcing, Tokyo Rakutenchi, CPMC, Weiqiao Textile
  • HK Connect SOUTHBOUND Flows (To 8Dec23); CNOOC & China Mobile Both Now To The Buy Side, Tencent Not
  • A/H Premium Tracker (To 8 Dec 23): H Down Vs A, Again, Despite SOUTHBOUND Buying; Pharmas Weak
  • Bain Deal for Outsourcing (2427): Cheeky, Opportunistic, Too Low
  • MVIS Australia Equal Weight Index Rebalance: Three Deletions & Other Changes


Outsourcing (2427 JP): Bain-Backed Preconditional MBO Tender Offer at JPY1,755

By Arun George

  • Outsourcing Inc (2427 JP) has recommended a Bain-backed preconditional MBO tender offer of JPY1,755 per share, a 52.1% premium to the undisturbed (8 December). 
  • The offer is light vs. peer and historical multiples and opportunistically takes advantage of the 20% price fall due to the disclosure of employment adjustment subsidies issues on 1 August. 
  • Based on the irrevocables, the minimum acceptance condition requires a 61.9% minority acceptance rate. The acceptance rate could prove challenging. The tender offer is to start by late January 2024. 

TOPIX Inclusions: Who Is Ready (Dec 2023)

By Janaghan Jeyakumar, CFA

  • Quiddity’s “Who is Ready” series of insights aims to objectively identify names listed on the Tokyo Stock Exchange that are potential additions to the TOPIX Index in future.
  • One of our TOPIX Inclusion Pre-event names Visional (4194 JP) confirmed it has received approval to move to the Prime Market in December 2023.
  • Currently, we are expecting one TOPIX Inclusion at the end of December 2023 and two more at the end of January 2024 (including Visional). 

MVIS Global Junior Gold Miners Index Rebalance: Few Large Weight Changes

By Brian Freitas

  • There are no constituent changes for the VanEck Vectors Junior Gold Miners ETF (GDXJ US) in December, but there are float and capping changes for some stocks.
  • Estimated one-way turnover is 2.8% and that leads to a one-way trade of US$122m.
  • There are 13 stocks with over US$5m to trade from passive trackers, though the impact is not very big on the stocks.

MVIS US Listed Semiconductor 25 Index Rebalance: TSMC Is the Big Sell

By Brian Freitas


MVIS Global Rare Earth/​​​​​Strategic Metals Index Rebalance: Albermarle (ALB US) Finally Added

By Brian Freitas

  • Albemarle Corp (ALB US) will replace ioneer (INR AU) in the VanEck Rare Earth/Strategic Me (REMX US) at the close on 15 December.
  • Constituent changes, float changes and capping changes result in an estimated one-way turnover is 13.4% and in a one-way trade of US$50m.
  • The mainland China stocks in the index have been the biggest laggards and this rebalance will reduce their weight in the index significantly.


HK Connect SOUTHBOUND Flows (To 8Dec23); CNOOC & China Mobile Both Now To The Buy Side, Tencent Not

By Travis Lundy

  • SOUTHBOUND flows showing reversion tendencies continues for a second or third week after weeks of momentum. 
  • SOUTHBOUND saw HK$11.2bn of INFLOWS on the week, a chunk of which was net buys on HK-listed ETFs, but Hs underperformed their A counterparts in the H/A pairs once again. 
  • High-Div SOEs again saw action. This time with both CNOOC Ltd (883 HK)andChina Mobile (941 HK) seeing strong net buying as a percentage of volume. Tech was sold.  

A/H Premium Tracker (To 8 Dec 23): H Down Vs A, Again, Despite SOUTHBOUND Buying; Pharmas Weak

By Travis Lundy

  • The New and Better (5mos old) A-H Premium Tracker has tables, charts, measures galore to track A/H premium positioning, southbound and northbound positioning/volatility in pairs over time, etc.
  • Hs with H/A pairs under-perform their As on average by 70+bp. Liquid HK H/A Pairs saw H/As -66bp. H/A Pair intracorrelation is down but it feels like liquidation.
  • SOUTHBOUND and NORTHBOUND flows were buys, and sells, respectively, but Hs have had two bad weeks in a row, and high premia A/H pairs have seen premia rise significantly.

Bain Deal for Outsourcing (2427): Cheeky, Opportunistic, Too Low

By Travis Lundy

  • On Friday 8 December, Bain announced an MBO with Outsourcing Inc (2427 JP) Chair Haruhiko Doi to take the company private at a 51% premium. Looks good at first glance.
  • It is, however, an offer at ~6.6x Management Forecast derived Dec 2024 EBITDA. This for a top player in a fast-growing market where Street/mgmt both see up-and-to-the-right results from here. 
  • This is a delayed start (late-Jan) for regulatory approvals. It is too cheap. It is blockable. But Doi-san is young at 64yrs old and he could come back years later.

MVIS Australia Equal Weight Index Rebalance: Three Deletions & Other Changes

By Brian Freitas

  • A2 Milk Co Ltd (A2M AU), AMP Ltd (AMP AU) and Charter Hall (CHC AU) will be deleted from the MVIS Australia Equal Weight Index at the close 15 December.
  • Constituent changes plus capping and float changes result in a one-way turnover of 5.05% and will result in a one-way trade of A$99m.
  • There is a fair amount of short interest on the deletions and shorts could look to cover against the passive flow.

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