Wednesday, July 26, 2006

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:

"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."

UPDATE: The future path of M&A in Japan compared with other nations is discussed in this Japan Times article.

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