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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