Naming and shaming

November brought seven management buyout (MBO) announcements in Japan – the most in twelve years (figure 1). We last wrote about Japanese tender offers (including MBOs) in our January newsletter (Vigilance is Required, 3 February 2023). At the time, we identified two medium-term catalysts behind the trend:


By |2024-02-23T11:48:36+08:005 December 2023|Thought leadership|

Stock delisting in India

SEBI announced a consultation to improve the stock delisting framework.

SEBI’s main proposal would allow any company to be delisted via a fixed price tender offer, contingent upon 90% acceptance by all shareholders. This would be a great improvement on the current system of reverse book-building, which allows shareholders with small stakes to hold a transaction hostage by driving up the tender price to unreasonable levels, frequently resulting in the offeror walking away.

Of particular interest to us was an additional proposal specifically aimed at holding companies – defined by SEBI as those with at least 75% of assets in the form of stakes in other companies.

Assuming two-thirds approval from public (nonpromoter) shareholders, holding companies would be able to delist through a scheme of arrangement whereby the holding company’s shares are cancelled in exchange for shares in the underlying listed holdings, with unlisted shares sold for cash which is then paid out.

The relatively low voting threshold would make it significantly easier to unlock the value contained in some of the deeply-discounted Indian holding companies, in our view.

By |2023-11-02T11:07:55+08:004 October 2023|Thought leadership|

A regulatory development in Japan

Japan’s Financial Services Agency is examining a long-standing loophole in the tender offer rules. Currently, an acquirer can buy any amount of shares in a company on-market without having to tender for the whole company.

A tender offer is only required when a 33% or more stake is bought off-market. This contrasts with jurisdictions such as the UK, where an acquirer must make a full tender offer upon reaching a certain threshold, irrespective of how the shares were acquired.

The loophole has resulted in quite a few recent instances of investors coercing companies into paying large dividends or executing large share buybacks, which in many cases have disadvantaged other (particularly foreign) shareholders due to withholding taxes.

Closing the loophole will improve the transparency of the market and level the playing field for all investors.

The regulator is also looking at rules around coordinated actions by multiple shareholders.  At the moment, it is not clear how much discussion can take place between shareholders before joint disclosure filings are required. In practice this leads many investors in Japanese listed companies to be cautious about talking to other shareholders.

Dialogue between minority shareholders can be a powerful check on corporate governance. Metrica looks forward to seeing how the new framework facilitates this.

By |2023-08-21T16:33:24+08:005 April 2023|Thought leadership|

One in a thousand

Unsolicited and / or hostile tender offers are rare in Asia-Pacific and particularly so in Korea – it ties with China in having the lowest proportion of such transactions (around one in a thousand according to Bloomberg); Australia by contrast has the highest with 12.8% (figure below). (more…)

By |2023-05-26T16:56:12+08:003 March 2023|Thought leadership|

Vigilance is required

The start of the year has already brought five $100 million-plus Japanese takeovers, representing a decade-plus high for the month of January. It contrasts with a 36% year-on-year slowdown in global M&A. What is behind the uptick? (more…)

By |2023-05-26T16:56:50+08:003 February 2023|Thought leadership|

Metrica Partners will not tender its funds’ shares in SK Chemicals to SK Discovery

  • SK Discovery’s tender offer price is very low, representing a 74% discount to net assets.
  • SK Chemicals has still not adequately compensated its shareholders for the split-off of SK Bioscience. The Korean regulator has recognised how split-offs can hurt the interests of investors.
  • Only a wholesale restructuring can restore the market’s trust in SK Chemicals.

Please refer to the dedicated website for more information.

By |2022-09-13T08:10:18+08:0013 September 2022|Open letters|

Pockets of value

We have been writing about the recovery in the performance of the Value factor since November 2020, and have since highlighted a few corners of the market which fall squarely within the Value category but which have been slow to join the trend.

Another example is the Japanese regional bank sector, which has only just started to move off its lows.

As is well known, Japanese regional banks trade at steep discounts to NAV due to 1) balance sheet volatility caused by their large portfolios of listed securities holdings, built up over the years to strengthen relationships with corporate customers, and 2) poor profitability in their core lending businesses, caused by zero / negative interest rates and sluggish loan demand.

Currently the sector trades at 0.35x book, which is only slightly up from the all-time lows of around 0.30x recorded in 2020 and 2021 (figure below). Regional banks have lagged major banks since 2020 (same chart). (more…)

By |2023-05-26T16:57:26+08:005 July 2022|Thought leadership|
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