ValueAct takes a stake in Sanwa. How the activist can make a good company into a great one

Enterprise: Sanwa Holdings is a Japan-based firm primarily engaged within the manufacture and sale of constructing and industrial facility development supplies, in addition to the availability of upkeep and renovation providers. It operates in three geographic segments: Japan, North America and Europe. Its choices embody shutters, doorways for buildings and housing, partitions, stainless merchandise, front-desk merchandise, home windows and exterior merchandise.

Inventory Market Worth: 874.8 billion Japanese yen (3,820.00 yen per share)

Share Possession:  5.94%

Common Value: n/a

Activist Commentary: ValueAct has been a premier company governance investor for over 20 years. The agency’s principals are typically on the boards of half of ValueAct’s core portfolio positions and have had 56 public firm board seats over 23 years. ValueAct has been a pioneer of U.S.-led worldwide activism, primarily in Japan. A big quantity of their portfolio is invested internationally. Rob Hale, co-CEO of ValueAct and co-portfolio supervisor of ValueAct’s Japan fund, is on the boards of Japanese firms. That is considerably of an unprecedented and industry-leading motion for U.S. activist funds. ValueAct has had 27 prior worldwide activist investments and has had a median return of 48.15% versus a median of seven.60% for the MSCI EAFE Index over the identical durations. Furthermore, two of the agency’s greatest worldwide investments have been two Japanese firms the place Hale is on the board: Olympus (177.82% versus 19.68% for the MSCI EAFE) and JSR Corp (135.77% versus 44.35% for the MSCI EAFE).

On Sept. 25, ValueAct Capital reported holding 5.94% of Sanwa Holdings.

Sanwa is a producer of shutters, storage doorways and different associated merchandise for residential and industrial functions globally. The corporate instructions a compelling place in its {industry} because the No. 1 participant in Japan (50% to 60% market share), and is a top-two participant within the U.S. (30%) and Europe. Within the final fiscal 12 months, Sanwa generated 43% of its income in Japan, 37% in North America, 18% in Europe and a pair of% in the remainder of Asia. It is a high-quality and rising enterprise and an organization that isn’t tormented by lots of the points usually current at activist targets in Japan.

ValueAct Capital has disclosed, in a big shareholding report, that it has collected a 5.94% place within the firm with an funding function of offering recommendation to administration or making essential proposals. This makes them one of many high 5 shareholders of Sanwa primarily based on the corporate’s most up-to-date disclosure of its principal shareholders in June 2024. It is a typical activist place for ValueAct in that it’s a good firm with a robust administration staff the place there is a chance for the agency to work with administration to maximise shareholder worth. There are three worth creation alternatives right here: (i) U.S. margin enlargement; (ii) Japan margin enlargement; and (iii) capital allocation and stability sheet effectivity.

The U.S. enterprise accounts for almost 37% of the corporate’s income and 50% of its earnings earlier than curiosity and taxes (“EBIT”). This enterprise was constructed by many good acquisitions that weren’t effectively built-in. Because of this, Sanwa operates over 15 factories throughout the U.S. (versus two to 4 for friends), and there stay duplicative company features and regional administration groups.  Accordingly, U.S. EBIT margins are within the mid-teens, versus 30%+ for friends Clopay (owned by Griffon Corp) and C.H.I. Overhead Doorways (which KKR offered to Nucor in 2022). There’s a super alternative to centralize, consolidate and professionalize its U.S. operations, which may result in margins which are at the least within the low-to mid-twenties over the subsequent few years.

In Japan, there’s additionally a margin alternative. At present, Sanwa’s Japanese enterprise has EBIT margins of about 11%, which might doubtless be improved a couple of hundred foundation factors within the subsequent few years. Margins are a lot decrease in Japan for quite a lot of causes: An essential one is that the corporate is vertically built-in in Japan, doing set up along with manufacturing, which is extra labor intensive and costly given latest wage inflation. Nevertheless, in Japan, demand stays robust from city redevelopment, and the primary inflationary surroundings in fairly some time ought to make passing on value will increase extra palatable. As the primary participant in Japan by market share, Sanwa may doubtless train further pricing energy down the street.

Lastly, ValueAct will doubtless give attention to capital allocation and optimizing the stability sheet of Sanwa, which has been a serious part of the agency’s theses at different investments in Japan. The corporate at present holds about 10% of its market capitalization in money. In comparison with friends, that is clearly extreme, and it’s fairly typical in Japan for firms to unnecessarily accumulate money and funding securities with out motive and much past their working capital necessities. Forward of any shareholder worth creation, ValueAct will doubtless name for elevated shareholder returns within the type of buybacks to capitalize on the Sanwa’s comparatively low valuation.

Persevering with to extend margins at each companies and shopping for again shares ought to result in a steady re-rating of the corporate’s worth from the 8.5-times enterprise worth/earnings earlier than curiosity, taxes, depreciation and amortization (“EV/EBITDA”) it at present trades at to the low-teens of friends.

ValueAct has an earned status as a collaborative and amicable activist, and there’s no motive why this example must be any totally different, notably since Sanwa has been doing a whole lot of the fitting issues for a very long time. For a number of years, and particularly post-Covid, the corporate has persistently grown gross sales, income, return on fairness, return on belongings, earnings per share and dividends with a goal payout ratio of 40% of consolidated income. For the reason that starting of 2020, the corporate has delivered a share value return of +180% and a complete shareholder return of +225%, healthily outperforming the S&P 500 and Nikkei 225 over this era. ValueAct and Sanwa are doubtless on the identical web page as to what must be carried out and are each assured that administration can accomplish it. With ValueAct within the image, there must be extra urgency in carrying out it a lot faster. Traditionally, the agency has taken board seats in roughly half of its portfolio positions. However ValueAct doesn’t take board seats only for the sake of it, however relatively when it and administration are aligned on the worth creation potential from the agency’s presence within the boardroom. Furthermore, the agency solely must take a board seat if it doesn’t really feel that administration is pursuing or realizing worth creation alternatives or if it doesn’t really feel it might be efficient as an lively shareholder. Neither appear to be the case right here. ValueAct is prone to proceed as an lively shareholder whereas Sanwa continues to do what it has been doing, simply on a sooner timetable.

There may be additionally a possible strategic alternative right here. The U.S. and Japan companies are run independently of one another. If the U.S. enterprise had been offered for the 13-times EBITDA at which that KKR offered the C.H.I. Overhead Doorways enterprise, it could equal nearly the whole enterprise worth of each the U.S. and Japan companies, successfully getting the robust Japanese enterprise nearly without cost. This isn’t one thing that ValueAct has traditionally advocated for. It is also not one thing that the agency is advocating for right here, but when an unsolicited provide got here in, as fiduciaries and financial animals, ValueAct would ensure that administration weighed it versus the long-term worth of a standalone enterprise and took the course that was greatest for shareholders. 

In closing, it is a good firm. There’s the inventory value, the important thing monetary metrics – issues are transferring in the fitting route. However generally good firms are likely to get pleasure from the established order, notably in Japan, and they don’t really feel incentivized to take the steps to grow to be nice firms. As an engaged investor, ValueAct has traditionally closed the hole between “good” and “nice” by supporting administration in executing its plan. 

One remaining be aware: This firm is not any stranger to activists. Dalton Investments had beforehand exceeded the 5% submitting threshold at Sanwa on June 30, 2023. The agency reported that it had submitted three shareholder proposals, however shortly withdrew these proposals because of the firm proactively disclosing measures relating to enhancements to capital allocation and company governance. Lower than a 12 months later, Dalton began promoting down this place. Now ValueAct will decide up the place Dalton left off, however we’re positive that ValueAct is available in with a a lot longer-term thoughts body.

Ken Squire is the founder and president of 13D Monitor, an institutional analysis service on shareholder activism, and the founder and portfolio supervisor of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.