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

Quiddity Advisors

Event-Driven

On 13 May 2019, along with earnings, <a href="https://www.smartkarma.com/entities/11875" target="_blank" data-smartkarma-citation="entities:11875:1">Toppan Printing (7911 JP)</a> and subsidiary <a href="https://www.smartkarma.com/entities/2119" target="_blank" data-smartkarma-citation="entities:2119:1">Tosho Printing (7913 JP)</a> announced a merger where Toppan will acquire Tosho this summer, with completion scheduled for August 1st - a mere 11 weeks away. Shareholders of Tosho Printing are scheduled to receive 0.8 shares of Toppan Printing for every Tosho share held, meaning the deal was announced at a 41.2% premium to last. Tosho Printing was therefore limit up today and may not open til Thursday. Toppan Printing was up 4.4% in addition.The blue/red candlesticks are Tosho (the black/yellow are Toppan (with black prices)) and the red/yellow dot is where the Merger Ratio would value Tosho shares if they had traded today.  <figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/087/841/original/Screenshot%202019-05-14%20at%207.33.55%20PM.png?1557833677" class="editor-image img-responsive" data-smartkarma-image-id="87841"></figure><div style="text-align: left;" class="content-caption">data source: investing.com, company filings, Quiddity</div>That shows Tosho at the best ratio in five years and the highest outright price in five years. You'd have to go back 23 years to find a time when Tosho Printing shares traded higher. The deal is short-dated (EGM record date was 31 March, vote is in 6 weeks, and merger four weeks after that), and on the face of it, this would normally appear pretty easy to clear because of Toppan's 51% stake and the presence of significant cross-holders and similar bringing likely FOR votes to well above 60% without thinking about it. <div class="content-highlight">
However, with Japanese small cap subsidiary situations, one always has to look behind the curtain. This case is no exception. 
In this case one has to look behind the curtain at the parent too.
This deal is more complicated than it looks. 
But it may not be.
</div>For other insights on Japanese M&amp;A please check the list of Japan-related Event-Driven insights <a href="https://www.smartkarma.com/insights?collection=all-insights&amp;filters=countries%3AJapan%7Cverticals%3A29" target="_blank">here</a>. As a reference to Japan M&amp;A rules and practices, please see the <a href="https://www.smartkarma.com/insights/quiddity-japan-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:28911">Quiddity Japan M&amp;A Guide 2019</a>.

On 13 May 2019, along with earnings, Toppan Printing (7911 JP) and subsidiary Tosho Printing (7913 JP) announced a merger where Toppan will acquire Tosho this summer, with completion scheduled for August 1st - a mere 11 weeks away. Shareholders of Tosho Printing are scheduled to receive 0.8 shares of Toppan Printing for every Tosho share held, meaning the deal was announced at a 41.2% premium to last. Tosho Printing was therefore limit up today and may not open til Thursday. Toppan Printing was up 4.4% in addition.The blue/red candlesticks are Tosho (the black/yellow are Toppan (with black prices)) and the red/yellow dot is where the Merger Ratio would value Tosho shares if they had traded today.  data source: investing.com, company filings, QuiddityThat shows Tosho at the best ratio in five years and the highest outright price in five years. You'd have to go back 23 years to find a time when Tosho Printing shares traded higher. The deal is short-dated (EGM record date was 31 March, vote is in 6 weeks, and merger four weeks after that), and on the face of it, this would normally appear pretty easy to clear because of Toppan's 51% stake and the presence of significant cross-holders and similar bringing likely FOR votes to well above 60% without thinking about it. 
However, with Japanese small cap subsidiary situations, one always has to look behind the curtain. This case is no exception. 
In this case one has to look behind the curtain at the parent too.
This deal is more complicated than it looks. 
But it may not be.
For other insights on Japanese M&amp;A please check the list of Japan-related Event-Driven insights here. As a reference to Japan M&amp;A rules and practices, please see the Quiddity Japan M&amp;A Guide 2019. 

Toppan Printing Bid To Take Over Subsidiary Tosho Printing