In today’s briefing:
- Taisho Pharma (4581 JP) – Japan’s Newest Biggest MBO; The Price Is Light!
- Zensho Holdings (7550) – ¥50bn Offering Is Not Meant For You
- Taisho Pharmaceutical (4581 JP): MBO Tender Offer at JPY8,620
- Daiichi Kigenso Kagaku-Kogyo (4082) – Navigating Business Expansion Challenges
Taisho Pharma (4581 JP) – Japan’s Newest Biggest MBO; The Price Is Light!
- Just past the 22-year anniversary of the deal-break from a previous takeover involving the large OTC drug firm, Taisho Pharmaceutical Holdin (4581 JP) announced an MBO Takeover for the company.
- Set at a 55.5% premium, it is not particularly surprising as a deal. The family is rolling in their interests. It looks like estate planning. The Board supports and recommends.
- Unfortunately, like many recent MBOs, this one is light at 0.85 book where net cash, securities, and net receivables and inventory make up 68% of the takeover price.
Zensho Holdings (7550) – ¥50bn Offering Is Not Meant For You
- Zensho Holdings (7550 JP) has had a great couple of years in share price movement. And this year is seeing earnings explode to new highs. M&A and FX.
- Now they want to build a “war chest” equivalent to 4% of market cap to go do more M&A.
- This seems opportunistic. And the shareholder register is extraordinarily lopsided. There is really only one buyer for this deal.
Taisho Pharmaceutical (4581 JP): MBO Tender Offer at JPY8,620
- Taisho Pharmaceutical Holdin (4581 JP) has recommended an MBO tender offer of JPY8,620 per share, a 55.5% premium to the undisturbed (24 November).
- The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. The lower limit of the tender offer is set at a 66.67% ownership ratio.
- Irrevocables represent a 40.31% ownership ratio. The minimum acceptance condition requires a 44% minority acceptance rate. The offer is attractive vs. historical and peer multiples.
Daiichi Kigenso Kagaku-Kogyo (4082) – Navigating Business Expansion Challenges
- Q1-2 FY3/2024 results were in line with revised company guidance, highlighting progress in growing prioritized businesses in the Strategic Areas segment such as Healthcare.
- However, the company is experiencing headwinds due to weakness in demand from the electronics sector and market divergence for EV battery cathode materials.
- Volumes have also fallen more than anticipated YoY in the legacy Automotive Catalyst Areas.