In today’s briefing:
- Carlyle Group Tender Offer for Seiko PMC (4963) At 89% Premium
- Seiko PMC (4963 JP): Carlyle’s JPY1,070 Tender Offer
- Weekly Deals Digest (03 Sep) – JSR, Seiko PMC, Eoflow, ENM, Doosan Robotics, ARM, Integral Corp
- Since It Is Unclear Whether Director Nomination Process Is Working, Voting Becomes More Important
Carlyle Group Tender Offer for Seiko PMC (4963) At 89% Premium
- Carlyle Group is buying Seiko Pmc Corp (4963 JP) from 54+% owner Dic Corp (4631 JP) and minorities in a Tender Offer with optical premium of 89%.
- It looks good, takes advantage of tax code particularities, and the nature of the company disguises some value. Shareholder structure means this is basically a done deal before it starts.
- With minimal foreign active investor ownership, and significant crossholder, ESOP, and director ownership, only a bit of retail actually needs to tender to make this successful.
Seiko PMC (4963 JP): Carlyle’s JPY1,070 Tender Offer
- Seiko Pmc Corp (4963 JP) has recommended Carlyle Group / (CG US)’s tender offer of JPY1,070 per share, an 88.7% premium to the undisturbed price.
- Dic Corp (4631 JP) will not tender but vote for the share consolidation at the EGM. Post consolidation, DIC will sell its 54.51% stake to Carlyle at JPY799 per share.
- Achieving the minimum ownership ratio (12.16%) requires a 26.7% acceptance rate, which is doable as the offer is attractive. The tender offer runs from 4 September to 17 October.
Weekly Deals Digest (03 Sep) – JSR, Seiko PMC, Eoflow, ENM, Doosan Robotics, ARM, Integral Corp
- A weekly summary of key developments across ECM and Event-Driven names tracked by us across Hong Kong, Australia, New Zealand, Singapore, Japan, Indonesia, Malaysia, Thailand, Korea, India and Chinese ADRs.
- ECM developments – Doosan Robotics (454910 KS), ARM Holdings (1822695D US), Integral Corporation (5842 JP) and S.F. Holding (002352 CH) IPOs.
- Event-Driven developments – JSR Corp (4185 JP), Seiko Pmc Corp (4963 JP), Eoflow (294090 KS), ENM Holdings (128 HK), Shougang Fushan Resources (639 HK), Costa Group Holdings (CGC AU).
Since It Is Unclear Whether Director Nomination Process Is Working, Voting Becomes More Important
- While it’s commendable that increasing numbers of companies are publishing skill matrices, there is not enough verification that the skill items are useful in expanding the value of the company.
- It is a prerequisite that the process of selecting skill items and the nominating committee that governs it are functioning and independent.
- Even if a governance framework and tools such as the skills matrix are introduced, whether they actually function depends largely on the quality of management.
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