Hostile Takeover Bid for Hokuetsu Paper
The Australian has a good account of Oji Paper's $1.2 billion bid to buy 50% of Hokuetsu Paper Mills. The offer appears to be the first hostile takeover bid in Japan by a large, old-line firm and would make Oji the world's fifth-largest papermaker.
Hokuetsu responded to the offer, which would reward shareholders with a 35% premium over the Y635 share price, by refusing to put the offer to a shareholder vote. Instead, it agreed to a tie-up with Mitsubishi that would give the trading company a 24% stake in Oji. Mitsubishi's white-knight status was purchased at a 4% discount to the stock price. Hokuetsu also adopted a poison pill defense whereby new shares would be issued to dilute a hostile bidder's stake if it acquired a holding of more than 20%.
Hokuetsu shares, of which 24% are foreign held, have recently traded above 750. Stephen Codrington, an independent corporate governance adviser, says of Hokuetsu:
The Australian has a good account of Oji Paper's $1.2 billion bid to buy 50% of Hokuetsu Paper Mills. The offer appears to be the first hostile takeover bid in Japan by a large, old-line firm and would make Oji the world's fifth-largest papermaker.
Hokuetsu responded to the offer, which would reward shareholders with a 35% premium over the Y635 share price, by refusing to put the offer to a shareholder vote. Instead, it agreed to a tie-up with Mitsubishi that would give the trading company a 24% stake in Oji. Mitsubishi's white-knight status was purchased at a 4% discount to the stock price. Hokuetsu also adopted a poison pill defense whereby new shares would be issued to dilute a hostile bidder's stake if it acquired a holding of more than 20%.
Hokuetsu shares, of which 24% are foreign held, have recently traded above 750. Stephen Codrington, an independent corporate governance adviser, says of Hokuetsu:
UPDATE: The future path of M&A in Japan compared with other nations is discussed in this Japan Times article."It's just another board of directors who want to safeguard their own jobs rather than enhance the value of the company for their shareholders. The lack of a clear takeover code in Japan is what is allowing this to happen."
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