Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

HK Type 4 license through Ballingal Investment Advisors Ltd. ("BIA" or "BIAL")

BACKGROUND
I have 20+yrs experience in Asia doing alternative strategies (i.e. non-delta1 non long-only) in fixed income, equity derivatives, and activist/catalyst/event-driven and long-short equity strategies with most of that time spent managing money. 

4 years in fixed income macro, 8 years running internal hedge fund and 4yrs investment banking at Citi in Japan, 3 years running an Asia multi-strat portfolio at a hedge fund, 4+yrs as an independent special situations analyst.

Pan-Asia Catalysts/Events

Softbank Corp - Accounting for The Accounting Is Complicated

Gravity Works As WeWork Doesn't; Now Plan B

Quiddity Advisors

Event-Driven

Ebook Initiative Japan Co Ltd / Event-Driven

Back in April I discussed how those looking at <a href="https://www.smartkarma.com/entities/softbank-corp" target="_blank" data-smartkarma-citation="entities:27445:1" rel="noopener">Softbank Corp (9434 JP)</a> on an EV/EBITDA basis would be measuring the company incorrectly. The insight was <a href="https://www.smartkarma.com/insights/softbank-corp-accounting-for-the-accounting-is-complicated" target="_blank" data-smartkarma-citation="insights:50684" rel="noopener">Softbank Corp - Accounting for The Accounting Is Complicated</a>.Yeah... it was an accounting thing. When you look at Softbank Corp and its consolidated revenues and EBITDA, you were looking at the parent co business of telecoms, then because Softbank Corp owned 50% of a company which owned 65% of <a href="https://www.smartkarma.com/entities/z-holdings-corp" target="_blank" data-smartkarma-citation="entities:19603:1" rel="noopener">Z Holdings (4689 JP)</a> which itself consolidated <a href="https://www.smartkarma.com/entities/ebook-initiative-japan-co-lt" target="_blank" data-smartkarma-citation="entities:10613:1" rel="noopener">Ebook Initiative Japan Co Lt (3658 JP)</a> because of the 43% it held, it meant that Softbank Corp consolidated 100% of the top line but only 14% of the bottom line. That is about to get weirder as LINE Digital Frontier has just announced a Tender Offer to take out "minorities" in Ebook Initiative Japan at ¥4750/share. That takeout price is a lifetime high, a 4-bagger since covid-crash lows, 10x book, 550+x EBITDA and one could add more comments that suggest it is a superlative exit for investors. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/232/841/original/Screenshot+2021-09-30+at+3.58.23+PM.png?1632988893" class="editor-image img-responsive" data-smartkarma-image-id="232841"></figure></section>Those things are nice, but....But it is likely to tick off some people. I discuss why in more detail below but a summary can be...This kind of transaction is yet another situation where the METI Fair M&amp;A Guidelines introduced in summer 2019 have been roundly ignored. There is a lack of good procedure and governance, the valuation is inadequate, the advise provided insufficient, the price manifestly too low, synergies explicitly unaccounted for, no fairness opinion, and the takeover premium is as low as I have seen. And other than that Mrs Lincoln, how was the play?This situation begs for some cowbell (and, obviously, <a href="https://www.smartkarma.com/insights/japan-needs-more-cowbell" target="_blank" data-smartkarma-citation="insights:41191" rel="noopener">Japan Needs More Cowbell</a>) <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/232/870/original/more+cowbell.gif?1632996696" class="editor-image img-responsive" data-smartkarma-image-id="232870"></figure></section>Much more below the fold.

Back in April I discussed how those looking at Softbank Corp (9434 JP) on an EV/EBITDA basis would be measuring the company incorrectly. The insight was Softbank Corp - Accounting for The Accounting Is Complicated.Yeah... it was an accounting thing. When you look at Softbank Corp and its consolidated revenues and EBITDA, you were looking at the parent co business of telecoms, then because Softbank Corp owned 50% of a company which owned 65% of Z Holdings (4689 JP) which itself consolidated Ebook Initiative Japan Co Lt (3658 JP) because of the 43% it held, it meant that Softbank Corp consolidated 100% of the top line but only 14% of the bottom line. That is about to get weirder as LINE Digital Frontier has just announced a Tender Offer to take out "minorities" in Ebook Initiative Japan at ¥4750/share. That takeout price is a lifetime high, a 4-bagger since covid-crash lows, 10x book, 550+x EBITDA and one could add more comments that suggest it is a superlative exit for investors. Those things are nice, but....But it is likely to tick off some people. I discuss why in more detail below but a summary can be...This kind of transaction is yet another situation where the METI Fair M&amp;A Guidelines introduced in summer 2019 have been roundly ignored. There is a lack of good procedure and governance, the valuation is inadequate, the advise provided insufficient, the price manifestly too low, synergies explicitly unaccounted for, no fairness opinion, and the takeover premium is as low as I have seen. And other than that Mrs Lincoln, how was the play?This situation begs for some cowbell (and, obviously, Japan Needs More Cowbell) Much more below the fold. 

E-Book Initiative (3658 JP) Tender Offer Takeout - This One Needs Cowbell Too