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

Aggressive Commentary by SBI About Shinsei at Earnings

Further Shinsei Complications: Glass Lewis Endorses the Poison Pill. Will the FSA Vote?

SBI and Shinsei Responses to the DICJ and an Activist Joins the Party

Shinsei Objects to SBI Tender - Offers "Requirements" To Approve

Battle Lines Drawn As BABA Builds Out First/Last-Mile Capacity; But Who Will Fund 75+ Bn CNY CapEx?

Quiddity Advisors

Event-Driven

<p>Two-plus years ago, <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> built up a stake in <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> and tried to negotiate a partnership. Earlier this year when Shinsei decided to partner with a competing online broker for its own securities business, media reports suggest SBI head Kitao-san was beside himself, and from January to end-March, he ended up buying 8% of the voting rights, getting SBI to just under 20% of Shinsei voting rights by March-end. </p><p>On 9 September, SBI launched a Tender Offer to attempt to take its ownership from 20.32% to 48.00% in a Partial Tender Offer at ¥2,000/share, which was a 30+% premium to the then-traded price, but a much smaller premium to the highest price paid by SBI in the previous 6 months. It is also "only" 0.45x book, and 48% would likely gain AGM control because attendance is rarely much above 90%. </p><p>The stock jumped. Then fell back a bit. </p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/237/739/original/Screenshot+2021-10-27+at+1.57.33+PM.png?1635314281" class="editor-image img-responsive" data-smartkarma-image-id="237739"></figure><p></p></section><p>Shinsei took exception, but has been quite reasoned - in the end - about their opposition. They have proposed a Poison Pill as a form of "Shareholder Approval" of the takeover - a kind of referendum if you will - and in its Target Opinion opposing the deal last week, Shinsei's Board said it could recommend the deal if a) SBI raised its price to a fair price (0.45x book and high single digit forward PER is deemed low by the Board), and b) removed the cap limiting the number of shares shareholders may sell. </p><p>Both of those are utterly reasonable requests - or should be seen that way by shareholders - but SBI lambasted them, refusing to do either. </p><p>This history is described in the extensive coverage on the Shinsei opportunity and the deal so far. </p><table class="table table-striped">
<colgroup>
<col>
<col>
</colgroup>
<tbody>
<tr><td colspan="2" style="text-align: left; width: 481pt;"><h3><a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" rel="noopener">The Recent History of Shinsei Bank (8303 JP)  Insights</a></h3></td></tr>
<tr>
<td>Date</td>
<td>Title</td>
</tr>
<tr>
<td>22-Dec-20</td>
<td><a href="https://www.smartkarma.com/insights/2021-high-conviction-shinsei-bank" target="_blank" data-smartkarma-citation="insights:46544" rel="noopener">2021 High Conviction - Shinsei Bank </a></td>
</tr>
<tr>
<td>10-Mar-21</td>
<td><a href="https://www.smartkarma.com/insights/2021-high-conviction-update-shinsei-bank-float-squeeze-to-mitigate-near-term" target="_blank" data-smartkarma-citation="insights:48989" rel="noopener">2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term </a></td>
</tr>
<tr>
<td>23-Mar-21</td>
<td><a href="https://www.smartkarma.com/insights/jih-sun-tender-offer-successful-now-the-squeezeout" target="_blank" data-smartkarma-citation="insights:49544" rel="noopener">Jih Sun Tender Offer Successful - Now the Squeezeout </a></td>
</tr>
<tr>
<td>26-Apr-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-bank-8303-jp-update-the-pause-that-refreshed-may-end-soon" target="_blank" data-smartkarma-citation="insights:50711" rel="noopener">Shinsei Bank (8303 JP) Update - The Pause That Refreshed May End Soon </a></td>
</tr>
<tr>
<td>13-May-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-reports-results-what-looks-bad-isn-t-so-bad-but-it-isn-t-fantastic" target="_blank" data-smartkarma-citation="insights:51424" rel="noopener">Shinsei Reports Results - What Looks Bad Isn't So Bad, But It Isn't Fantastic </a></td>
</tr>
<tr><td colspan="2" style="text-align: center;"></td></tr>
<tr><td colspan="2" style="text-align: left;"><h3>The Tender Offer</h3></td></tr>
<tr>
<td>9-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/sbi-8473-launches-a-hostile-tender-offer-on-shinsei-bank-8303" target="_blank" data-smartkarma-citation="insights:57426" rel="noopener">SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)! </a></td>
</tr>
<tr>
<td>14-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-looks-to-a-poison-pill-but-probably-not-really" target="_blank" data-smartkarma-citation="insights:57630" rel="noopener">Shinsei Looks To A Poison Pill, But Probably Not Really </a></td>
</tr>
<tr>
<td>20-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-to-launch-a-poison-pill-sbi-plays-coy-so-we-wait" target="_blank" data-smartkarma-citation="insights:57824" rel="noopener">Shinsei To Launch a Poison Pill; SBI Plays Coy, So We Wait </a></td>
</tr>
<tr>
<td>29-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/sbi-shinsei-talking-past-each-other" target="_blank" data-smartkarma-citation="insights:58250" rel="noopener">SBI &amp; Shinsei Talking Past Each Other </a></td>
</tr>
<tr>
<td>21-Oct-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-objects-to-sbi-tender-offers-requirements-to-approve" target="_blank" data-smartkarma-citation="insights:59298" rel="noopener">Shinsei Objects to SBI Tender - Offers "Requirements" To Approve </a></td>
</tr>
</tbody>
</table><hr><h2>Games People Play</h2><p>There is a fair bit of gamesmanship involved in positioning for a partial tender offer. One is presented with an opportunity to buy (or sell) shares now, before the tender, then faced with a choice to tender or not tender shares at a price above market and above undisturbed, with the idea that one might not sell everything and instead one would own a residual, which might trade at a different price. </p><p>One can look at that as a "breakeven" trade. If you bought shares today at the closing price of ¥1,915/share, you are implicitly making the bet that IF the Tender Offer goes through on the terms announced, the post-Tender market price will trade in the ¥1,670-1,715 range, give or take, compared to the pre-announcement undisturbed price of ¥1,453/share, if 90-95% of likely-eligible-to-tender shareholders tender. That's 17% higher than pre-announcement while the TOPIX Banks Index is roughly unchanged. </p><p>However, if fewer than 80% of <em>likely-eligible-to-tender</em> shareholders tender, then the breakeven is about where the pre-announcement level was. </p><p>So investors have to think about a bunch of things... But in this case, investors also have to think about... </p><ul>
<li>What happens if shareholders decide to approve the Poison Pill defence at the shareholder meeting, or...</li>
<li>What changes will be wrought by SBI if they get to 48% which would warrant seeing a back end price different than the undisturbed price? </li>
<li>Or how the shareholder structure would change post-Tender. </li>
</ul><p><em><strong>Below the fold we look at...</strong></em></p><ul>
<li>Are there big flows pre-Tender?</li>
<li>Is there Dilution Risk Buying Before the EGM?</li>
<li>What are the drivers which could prompt a bump?</li>
<li>Is there room to own a chunk of shares post-Tender?</li>
<li>What are the drivers and flows post-Tender which matter?</li>
</ul><p><em>And we look at the Serious Game Of Chicken which could be played.</em></p>

Two-plus years ago, SBI Holdings (8473 JP) built up a stake in Shinsei Bank (8303 JP) and tried to negotiate a partnership. Earlier this year when Shinsei decided to partner with a competing online broker for its own securities business, media reports suggest SBI head Kitao-san was beside himself, and from January to end-March, he ended up buying 8% of the voting rights, getting SBI to just under 20% of Shinsei voting rights by March-end. On 9 September, SBI launched a Tender Offer to attempt to take its ownership from 20.32% to 48.00% in a Partial Tender Offer at ¥2,000/share, which was a 30+% premium to the then-traded price, but a much smaller premium to the highest price paid by SBI in the previous 6 months. It is also "only" 0.45x book, and 48% would likely gain AGM control because attendance is rarely much above 90%. The stock jumped. Then fell back a bit. Shinsei took exception, but has been quite reasoned - in the end - about their opposition. They have proposed a Poison Pill as a form of "Shareholder Approval" of the takeover - a kind of referendum if you will - and in its Target Opinion opposing the deal last week, Shinsei's Board said it could recommend the deal if a) SBI raised its price to a fair price (0.45x book and high single digit forward PER is deemed low by the Board), and b) removed the cap limiting the number of shares shareholders may sell. Both of those are utterly reasonable requests - or should be seen that way by shareholders - but SBI lambasted them, refusing to do either. This history is described in the extensive coverage on the Shinsei opportunity and the deal so far. 





The Recent History of Shinsei Bank (8303 JP)  Insights

Date
Title


22-Dec-20
2021 High Conviction - Shinsei Bank 


10-Mar-21
2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term 


23-Mar-21
Jih Sun Tender Offer Successful - Now the Squeezeout 


26-Apr-21
Shinsei Bank (8303 JP) Update - The Pause That Refreshed May End Soon 


13-May-21
Shinsei Reports Results - What Looks Bad Isn't So Bad, But It Isn't Fantastic 


The Tender Offer

9-Sep-21
SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)! 


14-Sep-21
Shinsei Looks To A Poison Pill, But Probably Not Really 


20-Sep-21
Shinsei To Launch a Poison Pill; SBI Plays Coy, So We Wait 


29-Sep-21
SBI &amp; Shinsei Talking Past Each Other 


21-Oct-21
Shinsei Objects to SBI Tender - Offers "Requirements" To Approve 


Games People PlayThere is a fair bit of gamesmanship involved in positioning for a partial tender offer. One is presented with an opportunity to buy (or sell) shares now, before the tender, then faced with a choice to tender or not tender shares at a price above market and above undisturbed, with the idea that one might not sell everything and instead one would own a residual, which might trade at a different price. One can look at that as a "breakeven" trade. If you bought shares today at the closing price of ¥1,915/share, you are implicitly making the bet that IF the Tender Offer goes through on the terms announced, the post-Tender market price will trade in the ¥1,670-1,715 range, give or take, compared to the pre-announcement undisturbed price of ¥1,453/share, if 90-95% of likely-eligible-to-tender shareholders tender. That's 17% higher than pre-announcement while the TOPIX Banks Index is roughly unchanged. However, if fewer than 80% of likely-eligible-to-tender shareholders tender, then the breakeven is about where the pre-announcement level was. So investors have to think about a bunch of things... But in this case, investors also have to think about... 
What happens if shareholders decide to approve the Poison Pill defence at the shareholder meeting, or...
What changes will be wrought by SBI if they get to 48% which would warrant seeing a back end price different than the undisturbed price? 
Or how the shareholder structure would change post-Tender. 
Below the fold we look at...
Are there big flows pre-Tender?
Is there Dilution Risk Buying Before the EGM?
What are the drivers which could prompt a bump?
Is there room to own a chunk of shares post-Tender?
What are the drivers and flows post-Tender which matter?
And we look at the Serious Game Of Chicken which could be played.

Shinsei TOB: A Complicated Game of 🐓 Nobody Has Thought About?

SBI Shinsei Bank

Shinsei TOB: A Complicated Game of 🐓 Nobody Has Thought About?