• Metrica welcomes the recent value-improving initiatives announced by SK Chemicals.
• However, these measures have had only a very limited impact on the share price discount, which still exceeds 80%.
• Metrica calls for SK Chemicals to launch a formal strategic review within the next two months to consider further measures to address the discount, up to and including a sale or spin-off of SK Bioscience.

Please refer to the dedicated website for more information.

• The board of SK Chemicals seems unconcerned with its shares trading at an 83% discount to net asset value. In Metrica’s view, the board has a fiduciary duty to care about its share price.
• The company should address the discount by selling a stake in its subsidiary SK Bioscience upon the IPO lock-up expiry of 18 September and distributing the proceeds to shareholders.
• SK Chemicals can pay a special dividend of 1.3x its share price while still retaining 50% ownership in SK Bioscience as well as 100% ownership of its profitable chemical and pharmaceutical businesses.

For more details, please refer to the dedicated website.

Metrica Partners notes the resignation of the chairman of NBI, announced today, and welcomes his successor: https://nbi-shareholders.com/2020/09/22/congratulations-to-the-new-chairman/

Metrica today sent a second letter to the chairman of NBI: https://nbi-shareholders.com/2020/09/21/second-letter-to-nbi-board/

Mr. LEE Hae-Jin
Chairman of the Board
LINE Corporation
JR Shinjuku Miraina Tower 23F
4-1-6 Shinjuku
Shinjuku-ku
Tokyo 160-0022
Japan

Dear Mr. Lee, (more…)

Metrica Partners Pte. Ltd. (“Metrica”) is the manager of, and adviser to multiple funds (the “Metrica funds”) that own shares in LINE Corp. (“LINE”, Securities Code: 3938). LINE is currently the subject of a tender offer (“the Joint Tender Offer”) by SoftBank Corp. (“SoftBank”, Securities Code: 9434) and NAVER Corporation (‘NAVER”, Securities Code: 035420), which is to be followed by a business integration with Z Holdings (Securities Code: 4689) (the “Business Integration”).

Metrica will not be tendering the shares held by the Metrica Funds into the Joint Tender Offer, and furthermore, it intends to dissent to the subsequent Share Consolidation and exercise its appraisal rights:

• Metrica considers that the procedures leading up to the LINE Board’s decision to recommend the Joint Tender Offer fall short of the required standard of fairness.
  • The Special Committee has not demonstrated a sufficient degree of independence from the transaction.
  • One of the acquirers ultimately ends up with much higher value from the Business Integration than the price offered to minority shareholders of LINE. The excess value is a tangential benefit deriving more from financial engineering rather than from synergies related to the Business Integration, in Metrica’s view.
  • The other acquirer is a major client of the financial advisor, which may affect the perceived independence of its valuation of the target company.
  • The deal is missing a minimum acceptance condition, depriving shareholders of an important opportunity to exercise their rights.
• Metrica believes that the Joint Tender Offer price of JPY 5,380 is inadequate.
  • It represents a very low premium when compared with historical precedents.
  • It is below the mid-point of the financial advisor’s DCF valuation, which does not incorporate any projected synergies.
  • The valuation has not been updated to reflect the pandemic’s favourable impact on LINE’s business, nor the substantial increase in comparable company valuation multiples.
  • The joint acquirers are privatising the company just before the point at which it turns profitable on an operating basis, according to management’s own forecasts.

Metrica’s reasoning behind the above conclusions is as follows: (more…)

https://www.businesswire.com/news/home/20200719005001/en/Metrica-Partners-Sends-Letter-Board-NBI-Industrial

• Requesting explanation for zero dividend payout despite extremely strong balance sheet
• Asking why company persists with a structure that causes double taxation for shareholders
• Seeking to understand purpose of listing with almost 95% of assets in Shree Cement shares