Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

MS&AD Insurance Group Holdings, Inc. is a holding company established through reorganization of Mitsui Sumitomo Insurance Company, Limited.  The Group writes marine, fire, casualty, automobile, life, and allied insurance policies. MS&AD Insurance Group also operates financial services and agencies.

<ul>
<li>TSE-Listed companies are asked to file "Management Conscious of Capital Cost/Stock Price" awareness reports/policies. Many have. Some are still working on it. And policies change, and CGR reports are updated.</li>
<li>609 new CGRs were filed since 31-Nov-2024. Our tools show every report, links to every document, and now a new diff file tool. Input a name, see the changes.</li>
<li>A surprising number of smaller companies have yet to file a MCoCC/SP Awareness report. As cross-holdings get sold down, I expect they will become activists targets in 2025.</li>
</ul>


TSE-Listed companies are asked to file "Management Conscious of Capital Cost/Stock Price" awareness reports/policies. Many have. Some are still working on it. And policies change, and CGR reports are updated.
609 new CGRs were filed since 31-Nov-2024. Our tools show every report, links to every document, and now a new diff file tool. Input a name, see the changes.
A surprising number of smaller companies have yet to file a MCoCC/SP Awareness report. As cross-holdings get sold down, I expect they will become activists targets in 2025.


Japan CorpGovReports: TSE "Mgmt Conscious of Capital Cost/Stock Price" Details (Jan25), TSE Updates

TSURUHA HOLDINGS INC. is a holding company which manages subsidiaries that operate drug stores in Hokkaido and the Tohoku area.  The Company's product line includes drugs, cosmetics, and household utensils.

<ul>
<li>In Feb-24, Aeon (8267) agreed with Oasis Management to buy its stake in Tsuruha Holdings (3391) and Tsuruha and Welcia Holdings (3141) would discuss a merger, details decided by end-2027.</li>
<li>On Saturday 27 December, a Jiji article said the two would look to integrate by end-2025, now that they no longer need SEC approval. That reason sounds wrong.</li>
<li>The language of the articles is odd but we have to take it at face value. That means we look to what might happen between here and there.</li>
</ul>


In Feb-24, Aeon (8267) agreed with Oasis Management to buy its stake in Tsuruha Holdings (3391) and Tsuruha and Welcia Holdings (3141) would discuss a merger, details decided by end-2027.
On Saturday 27 December, a Jiji article said the two would look to integrate by end-2025, now that they no longer need SEC approval. That reason sounds wrong.
The language of the articles is odd but we have to take it at face value. That means we look to what might happen between here and there.


Tsuruha (3391) And Welcia (3141) To Move UP Merger to End-2025; Makes It TWO Trades in 18mos?

Makino Milling Machine Co., Ltd. manufactures, sells, and repairs machining centers (MCs), electrical dischargers, numerical control (NC) milling machines, and other related industrial machinery.  The Company also produces die/mold manufacturing systems as well as Computer Aided Manufacturing (CAM) and Computer Aided Design (CAD) systems software to support its machine tools.

<ul>
<li>This morning, <a href="https://www.smartkarma.com/entities/nidec-corp" target="_blank" data-smartkarma-citation="entities:7245:1" rel="noopener">Nidec Corp (6594 JP)</a><a href="https://www.nidec.com/-/media/www-nidec-com/corporate/news/2024/1227-01/241227-01.pdf?rev=7584315209f9405784f3e2b127136708&amp;sc_lang=ja-JP" target="_blank" rel="noopener">announced</a> that it intended to launch a Tender Offer on <a href="https://www.smartkarma.com/entities/makino-milling-machine-co" target="_blank" data-smartkarma-citation="entities:5200:1" rel="noopener">Makino Milling Machine Co (6135 JP)</a> without the support of Makino management.</li>
<li>The same pattern as <a href="https://www.smartkarma.com/entities/takisawa-machine-tool-co-ltd" target="_blank" data-smartkarma-citation="entities:7344:1" rel="noopener">Takisawa Machine Tool (6121 JP)</a>. Nidec decides, relying on the METI Guidelines for Corporate Takeovers for procedure, announces, and puts the onus on the Target to accept.</li>
<li>But shareholders should hope Makino Milling takes a page from the example provided by <a href="https://www.smartkarma.com/entities/chilled-frozen-logistics-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:40987:1" rel="noopener">Chilled &amp; Frozen Logistics Holdings (9099 JP)</a> back in spring 2024. This could get funky.</li>
</ul>


This morning, Nidec Corp (6594 JP)announced that it intended to launch a Tender Offer on Makino Milling Machine Co (6135 JP) without the support of Makino management.
The same pattern as Takisawa Machine Tool (6121 JP). Nidec decides, relying on the METI Guidelines for Corporate Takeovers for procedure, announces, and puts the onus on the Target to accept.
But shareholders should hope Makino Milling takes a page from the example provided by Chilled &amp; Frozen Logistics Holdings (9099 JP) back in spring 2024. This could get funky.


Nidec Goes Hostile On Makino Milling at ¥11,000/Share

Shin Kong Financial Holding / Event-Driven

Shin Kong Financial Holding Co., Ltd. is a holding company.  Through its subsidiaries, the Company provides traditional life, health, group and accident insurance products and services, as well as acts as a broker, dealer and underwriter for financial securities.

<ul>
<li>Once shareholders of <a href="https://www.smartkarma.com/entities/shin-kong-financial-holding" target="_blank" data-smartkarma-citation="entities:15351:1" rel="noopener">Shin Kong Financial Holding (2888 TT)</a> and <a href="https://www.smartkarma.com/entities/taishin-financial-holding" target="_blank" data-smartkarma-citation="entities:715:1" rel="noopener">Taishin Financial Holding (2887 TT)</a> agreed to the merger two months ago, that meant an FSC submission would come shortly.</li>
<li>It came on 3rd December. Normally it takes two months, but can be extended. It appears the TFTC submission (which is considered wholly separately) was made as early as September.</li>
<li>This should get approved within the timeframe or not long afterwards. There is one known "document" missing from the application as of submission, but it shouldn't be a problem.</li>
</ul>


Once shareholders of Shin Kong Financial Holding (2888 TT) and Taishin Financial Holding (2887 TT) agreed to the merger two months ago, that meant an FSC submission would come shortly.
It came on 3rd December. Normally it takes two months, but can be extended. It appears the TFTC submission (which is considered wholly separately) was made as early as September.
This should get approved within the timeframe or not long afterwards. There is one known "document" missing from the application as of submission, but it shouldn't be a problem.


Shin Kong/Taishin Merger - Proceeding Apace

MACROMILL, INC. is a market research company utilizing Internet System. The Company collects and analyzes data and prepares research reports. MACROMILL also provides digital marketing solutions.

<ul>
<li>Three pre-existing Large Shareholders have not sold down. Two new 5+% shareholders have appeared since Tender Launch. Together, their reports give them 51.7% of shares out.</li>
<li>That provides them with a significantly strong implied negotiating hand. Given the midpoint of the Target Company's Advisor's DCF Range, I expect a bump. </li>
<li>Today the Bidder extended for 10 more days. They didn't have the shares to close. I expect they won't unless they bump a lot. </li>
</ul>


Three pre-existing Large Shareholders have not sold down. Two new 5+% shareholders have appeared since Tender Launch. Together, their reports give them 51.7% of shares out.
That provides them with a significantly strong implied negotiating hand. Given the midpoint of the Target Company's Advisor's DCF Range, I expect a bump. 
Today the Bidder extended for 10 more days. They didn't have the shares to close. I expect they won't unless they bump a lot. 


Macromill (3978 JP) - Five Major Investors Have 50+%; CVC Extends and Will Need to Bump Or Walk

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.

Travis Lundy
Pan-Asia Catalysts/Events
• Quiddity Advisors

Japan CorpGovReports: TSE "Mgmt Conscious of Capital Cost/Stock Price" Details (Jan25), TSE Updates

The end-December tally for Companies who have disclosed Actions to Ensure Management Consciousness of Cost of Capital and Share Price is smaller...

Travis Lundy

Tsuruha (3391) And Welcia (3141) To Move UP Merger to End-2025; Makes It TWO Trades in 18mos?

Over the weekend, Japanese media outlets reported that Tsuruha and Welcia would advance merger plans by 2 years, merging as early as end-2025,...

Travis Lundy

Shin Kong/Taishin Merger - Proceeding Apace

The Shin Kong/Taishin spread is wide but contracting slowly. The Taishin vs Peers trade is rebounding off 10+yr lows. TFTC and FSC applications are...

Travis Lundy

Macromill (3978 JP) - Five Major Investors Have 50+%; CVC Extends and Will Need to Bump Or Walk

Today, Macromill bidder CVC extended the TOB til 17 January. I expect that is not enough. We have the extension. Next we need the bump. But the...

Travis Lundy

Japan CorpGovReports: TSE "Mgmt Conscious of Capital Cost/Stock Price" Details (Jan25), TSE Updates

The end-December tally for Companies who have disclosed Actions to Ensure Management Consciousness of Cost of Capital and Share Price is smaller...

Travis Lundy

Tsuruha (3391) And Welcia (3141) To Move UP Merger to End-2025; Makes It TWO Trades in 18mos?

Over the weekend, Japanese media outlets reported that Tsuruha and Welcia would advance merger plans by 2 years, merging as early as end-2025,...

Travis Lundy

Nidec Goes Hostile On Makino Milling at ¥11,000/Share

Nidec intends a hostile early April TOB on Makino Milling to build out its machine tool portfolio. This could see an aggressive Makino response and...

Travis Lundy

Shin Kong/Taishin Merger - Proceeding Apace

The Shin Kong/Taishin spread is wide but contracting slowly. The Taishin vs Peers trade is rebounding off 10+yr lows. TFTC and FSC applications are...

Travis Lundy

Macromill (3978 JP) - Five Major Investors Have 50+%; CVC Extends and Will Need to Bump Or Walk

Today, Macromill bidder CVC extended the TOB til 17 January. I expect that is not enough. We have the extension. Next we need the bump. But the...

Travis Lundy