Oasis urges NIPPO Special Committee to protect minority shareholders
Oasis believes NIPPO shares worth over
Oasis calls on NIPPO to conduct an active market check to achieve a higher price and more meaningful synergies
As an actively engaged shareholder of NIPPO since 2016 and a shareholder of
We believe this unfair price could only have resulted from a significantly flawed transaction process that falls short of the standards set by the
This transaction is not a classic case of a parent company privatizing its subsidiary. There is no claim here of creating synergies between the two companies to generate long-term growth in corporate value for all stakeholders. This is, in effect, a change-of-control transaction, with the majority of the economic rights being transferred to Goldman Sachs (the “Purchaser”). Although
The announced transaction is simply financial arbitrage in favor of the Purchaser, taking advantage of the ease by which a majority shareholder can force out minority shareholders at a cheap price to relist later, capturing the disparity between the price paid and the real price of the business and assets. As a result, both NIPPO’s minority shareholders and
The tender document clearly states that the goal of this privatization is a future relisting:
“The basic policy of GSSPC and
However, the details of any plans for achieving these so-called enhancements of corporate value through the transaction are vague at best, and fail to address the domestic challenges and opportunities that NIPPO’s core business faces in the future. The enhancements noted in the tender document include identifying overseas partners to increase sales and receiving information regarding real estate development – neither of which are particularly complex, and both of which can be performed just as well, if not better, by alternative partners and/or consultants. The vague plans to enhance corporate value demonstrate that the main value driver is the cheap price paid to minority shareholders.
Oasis has sent detailed letters to NIPPO and
- No active market check conducted.
- No majority of minorities clause.
- Concerns over the independence of the independent directors tasked with protecting minority shareholders.
- Flawed valuation from Yamada Consulting Group, which fails to include the value of NIPPO’s real estate, cross-shareholdings, and additional assets.
The Company’s Special Committee should ensure that minority shareholders receive the full value of the business and assets, rather than a premium to the stock price that remains well below the fair value of the Company.
Oasis calls on NIPPO and the Special Committee to:
- Conduct an active market check to solicit a higher price and more meaningful synergies and benefits to NIPPO.
- Renegotiate for a higher price for minorities.
- Demand a special dividend to make up for the shortfall in fair value for minority shareholders.
Minority shareholders deserve a fair price and a fair process. Oasis will do everything in its power to protect minority shareholders of NIPPO and ensure a fair price and a fair process.
The information contained in this press release (referred to as the "Document") is an information resource for shareholders in NIPPO and
The Document is not intended to solicit or seek shareholders' agreements to jointly exercise voting rights with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate share ownership with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Oasis does not intend to be subjected to such notification requirement. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.