Orbis Responds to Public Statements by Tsuruha on Proposed Tsuruha-Welcia Merger and Subsequent Tender Offer by AEON
LONDON--(BUSINESS WIRE)--Orbis Investments ('Orbis'), which held 9.7% of Tsuruha Holdings Inc. ('Tsuruha') as of 28 February 2025 on behalf of its clients, notes the recent public statements by Tsuruha regarding its proposed merger with Welcia Holdings Co., Ltd. ('Welcia'), a company controlled by AEON Co., Ltd. ('AEON'), and the subsequent partial tender offer by AEON to take control of Tsuruha.
Tsuruha Should Receive a Control Premium from Welcia
In a press release dated 14 May 2025, Tsuruha stated that the share exchange ratio '…is considered favourable for [Tsuruha] shareholders when compared to the average premium levels observed in recent cases of full ownership acquisitions through share exchanges with similar characteristics.'
This statement is, in Orbis' view, deeply misguided. Orbis fundamentally disagrees with the assertion that Tsuruha should pay a control premium for Welcia. Although the proposed merger is structured with Tsuruha as the surviving entity, it is an essential component of a series of transactions which would allow AEON to take control of Tsuruha. As such, shareholders in Tsuruha should receive—not pay—a control premium.
Both ISS and Glass Lewis have noted that AEON is taking control of Tsuruha without paying such a premium to Tsuruha shareholders. Both recognise that it is AEON-controlled Welcia—not Tsuruha—that should be paying a premium in this transaction. The fact that Tsuruha is instead paying one makes the share exchange ratio inappropriate and highly unfavourable to its shareholders.
Protections for Management, not Minority Shareholders
On 15 May 2025, Tsuruha published responses to shareholder FAQs regarding the proposed business integration. The company noted that:
The final agreement with AEON includes provisions to impose certain restrictions on AEON's exercise of control or influence, thereby ensuring the independence of Tsuruha management and protecting the interests of its minority shareholders .
. AEON has agreed not to transfer or dispose of Tsuruha shares without prior consent and will not acquire more shares without Tsuruha's approval.
AEON may appoint only one non-executive director to Tsuruha's board.
It plans to appoint a new independent outside director who meets Tokyo Stock Exchange independence standards.
Orbis believes that these provisions would serve primarily to entrench the position of Tsuruha's incumbent board and management. While the agreement with AEON provides certain safeguards for Tsuruha management, it offers no meaningful protection for minority shareholders, who will lose their ability to influence the company's direction or to hold leadership to account under AEON's effective control.
Orbis is also concerned that minority shareholders would face significant governance risks as minorities in a listed AEON subsidiary—including the potential for AEON to take the merged entity private on highly unfavourable terms for minorities.
A Flawed Process, Unfavourable Terms, and Unanswered Questions
Orbis supports industry consolidation—which can realise substantial merger benefits—when it is pursued through a fair and transparent process and on equitable terms. However, Orbis strongly objects to both the terms and structure of these transactions, and notes fundamental flaws in the process that led to Tsuruha's decision to enter a Capital and Business Alliance with AEON and Welcia in February 2024. Orbis believes that both the proposed merger and the subsequent tender offer severely undervalue Tsuruha.
Orbis calls on Tsuruha to answer two key outstanding questions:
Why should AEON be allowed to take a controlling position in Tsuruha via a partial tender offer at a nearly 27% discount to the price it paid to acquire a non-controlling stake from Oasis Asset Management in March 2024?
Did the Tsuruha board form an independent special committee to conduct a market check, soliciting alternative bids before its February 2024 decision—and if so, will it now provide transparency on that process and its findings?
Orbis Urges Investors to Vote AGAINST the Proposed Merger at the 26 May AGM
Orbis calls on all shareholders who care about the fairness and integrity of capital markets to vote AGAINST the proposed merger at the upcoming 26 May 2025 Annual General Meeting. The merger requires a two-thirds majority, and is the only opportunity for Tsuruha shareholders to vote on one of the series of transactions that would hand control of Tsuruha to AEON at a steep discount to fair value.
The information contained in this press release is intended solely to share Orbis' views as a long-term shareholder in Tsuruha Holdings Inc. It does not constitute any solicitation to exercise shareholders' voting rights (either independently or jointly with Orbis) or to delegate such rights to Orbis, and Orbis is not seeking any shareholders' agreement regarding voting. Orbis is not soliciting or accepting any proxies, and encourages all shareholders to make their own voting decisions based on publicly available information and their own judgement. This press release reflects Orbis' opinions exclusively. Nothing in this press release constitutes investment advice.
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Yahoo
3 hours ago
- Yahoo
MAGA country voters sound alarm over ‘ridiculous' national debt amid debate over Trump-backed bill
Voters in red areas of the country are ringing alarm bells over the country's national debt just as President Donald Trump wants Congress to pass a bill experts say will add trillions to it over the next few years. Fox News Digital spoke to voters in Trump voting districts throughout the United States to gauge how they feel about the U.S. national debt. Most of them said that it was a significant cause for concern, and some even called out the president they support for adding to it. "We need to address the national debt, and I thought that Trump was doing that when he brought in [Elon] Musk. Don't get me wrong, I'm a Trump supporter. But I think his spending's gotten a little bit out of control," Art, in Lapeer, Michigan, told Fox. Trump Pushes 'Big, Beautiful Bill' As Solution To Four Years Of Biden Failures: 'Largest Tax Cut, Ever' The national debt currently sits at $36.2 trillion and counting, according to Fox Business' National Debt Tracker. A new spending bill – dubbed the "big, beautiful bill" by Trump – has reinvigorated concern over how much higher the debt, with its implications for economic growth and future spending, can get. The sweeping tax cuts and spending package, passed by the GOP-controlled House in May, addresses many of the president's legislative priorities on cutting taxes, boosting border security, American energy, defense, and rolling back some of former President Joe Biden's environmental regulations and tax credits. Read On The Fox News App However, the nonpartisan Congressional Budget Office has projected the legislation would add $2.4 trillion to the national debt, prompting criticism from even Trump allies like Sen. Rand Paul, R-Ky., and Sen. Rick Scott, R-Fla. Former Department of Government Efficiency head Elon Musk even publicly feuded with the president over the bill last week, in a spat that played out on social media. Elon Musk Warns Excessive Spending Will Plunge Us 'Into Debt Slavery' Ahead of the upcoming Senate vote on passing the bill, Fox News Digital asked voters in Republican voting precincts about the national debt, and many responded they had serious reservations. A woman in Staten Island, New York, who asked to remain anonymous, told Fox, "It's too big. And we're leaving it for the future, for our children, and we're leaving all that debt on them to pay for. I don't think that's right." "We can't keep spending ourselves into the ground and leaving that burden for our children and grandchildren," Franceen in Boca Raton, Florida, declared. Chris from Cypress, Texas said, "I mean, I'm inheriting it, my kids are inheriting it, and we've got to cut it off, or we're going to default." Front Royal, Virginia, resident Frank told Fox that the debt has been a "longstanding problem." "It's probably going to be there even after I'm gone, but yeah, of course, any country has a problem with their debt. Of course, it's a problem," he said. Click Here For More Coverage Of Media And Culture Joe in Lapeer said, "Yes, I think it is an issue. So, at this time, I think it's going to level out over time. It can't keep going the way it was going, put it that way. You know, that's my opinion." A man from Staten Island, who asked to remain anonymous, acknowledged the problem but expressed hope that Trump will try to right the ship. "I think it's always a problem," he said. "I think the other party was just – made everything upside down and now Trump's trying to fix it. So, it's going to take a few years, but I think we're on the right track." "It is a huge problem," Chad in Cypress, Texas, declared. "You know, we've got to the point right now – I think we're $34, $36 trillion in debt. And it's like running up a credit card, you know, sooner or later the bill has to be paid and there's no reason for America to be in debt." However, another gentleman from Staten Island, who also asked to remain anonymous, told Fox he wasn't too concerned. "I have no idea what the debt is. I could care less what the national debt is, as long as Trump makes this country a little better. National debt has been in existence for hundreds of years, right?" he article source: MAGA country voters sound alarm over 'ridiculous' national debt amid debate over Trump-backed bill
Yahoo
13 hours ago
- Yahoo
Debate within the debate: Should Pennsylvania's tipped minimum wage rise too?
HARRISBURG, Pa. (WHTM) — The overall debate is not new. Neither are the arguments: All surrounding states — even West Virginia, supporters of raising Pennsylvania's base pay from $7.25 are always sure to note — have higher minimum wages than Pennsylvania. But raising it could cause consumer prices to rise and cost jobs, opponents always say. But within that familiar debate — this time over House Bill 1549, which would raise minimum wage to $15 (and eventually beyond) for most Pennsylvanians at different rates depend on which counties they call home — is the question of whether if that happens, employers of tipped workers (like restaurants who employ servers) should have to pay more than the $2.83 per hour, before tips, they're currently required to pay. Close Thanks for signing up! Watch for us in your inbox. Subscribe Now What's already true, and wouldn't change under any plan, is: For tipped workers who don't earn much, employers have to make up the difference between tipped minimum wage and full minimum wage. But under the proposed bill, tipped minimum wage would rise to 60 percent of regular minimum wage — or, for example, $9.00 when minimum wage in a given county rises to $15. The problem with that, according to restaurant industry leaders? 'What this tripling of the base wage would mean, is restaurants would need to recoup those additional expenses somehow,' said Joe Massaro of the Pennsylvania Restaurant & Lodging Association (PRLA). New Rite Aid locations listed for closure in Pennsylvania: court docs Massaro cited the experience of Washington, D.C., where years ago, the city's Democratic mayor and city council previously overturned a law — backed by other Democrats and approved by voter referendum — that would have required restaurants to pay employees full minimum wage before tips. Now leaders there have paused a minimum wage hike, under a subsequently passed referendum, due to go into effect July 1. D.C. restaurants recouped the higher wages 'mostly by adding service charges to the bill,' Massaro said. 'And when that service charge is added, then consumers customers pay less in tips, so servers were reporting making less money after the change.' Massaro said the average tipped Pennsylvania employee earns $27 per hour. PRLA backs a proposed amendment by State Rep. Robert Leadbeter (R-Columbia) to House Bill 1549, which would exclude employers of tipped workers from the proposed minimum wage hike. The overall legislation enjoys strong support by Democrats, who narrowly control the commonwealth's House of Representatives, but faces tougher odds in the Republican-controlled Senate, which would need to pass the bill before it could go to Governor Josh Shapiro, a Democrat, who supports raising Pennsylvania's minimum wage. Including Pennsylvania, 20 states have minimum wages equal to the federal minimum of $7.25 per hour. But most are in the south or mountain west; New Hampshire is the only northeastern state aside from Pennsylvania with a $7.25 hourly minimum wage. Minimum wages among states bordering Pennsylvania range from $8.75 in West Virginia to $15.50 in New York. Among all states and territories, Washington, D.C.'s $17.50 hourly minimum is highest, followed by California's $16.50. Copyright 2025 Nexstar Media, Inc. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.
Yahoo
15 hours ago
- Yahoo
16 new vetoes boost Lombardo total to 49; HOA limits, price fixing bill rejected
LAS VEGAS (KLAS) — Gov. Joe Lombardo vetoed 16 more bills on Monday, including two that would have reined in powers wielded by HOAs — homeowners associations. He also vetoed a price-fixing bill. The Republican governor has now vetoed 49 bills passed by the Democrat-controlled Nevada Legislature, which adjourned in the early morning hours of Tuesday, June 3. Lombardo has 10 days after adjournment (excluding Sundays) to veto bills. Lombardo set a record after the 2023 legislative session, vetoing 75 bills. Veto messages reflected Republican principles — smaller government and pro-business laws — as Lombardo his decisions. Here's a closer look at some of the vetoes issued on Monday: PRICE FIXING: One of the vetoed bills, Assembly Bill 44 (AB44), was singled out as 'a striking case of government overreach.' AB44 would have granted the Nevada Attorney General the authority to investigate and prosecute pricing decisions involving an 'essential good or service,' a definition that Lombardo said threatened to cripple a wide range of businesses. Notably, Nevada Attorney General Aaron Ford, who presented the bill to lawmakers, is a Democratic candidate seeking to challenge Lombardo in 2026. When prices go up, whether it's eggs, gasoline or electricity, there is often a public outcry for government action. But Lombardo attacked the language of AB44 as subjective and a threat to free markets. JUNE 4: Lombardo vetoes 33 bills in days following Nevada Legislature, 229 signed HOA POWERS: Two bills that Lombardo vetoed involved HOAs. AB185 would have required HOAs to allow in-home daycare businesses to operate inside communities. Democrats who sponsored the bill said community rules were preventing more child care businesses from setting up. In his veto message on AB185, Lombardo said: 'It is important to note that people choose to live in HOA communities with the clear understanding that certain activities are governed by agreed-upon rules designed to protect the consistency of the neighborhood. AB 185 undermines that mutual understanding by allowing some owners to bypass long-standing community standards through legislative action.' Senate Bill 121 (SB121) was also rejected, with Lombardo stating that the choice to buy within an HOA community comes with responsibilities to maintain community standards. The bill would have limited landscaping and parking restrictions. It also would have given homeowners at least three years after purchase to bring landscaping up to community standards. The same bill would have prohibited fines for some oil stains. CAMPAIGN FUNDS: AB79 would have toughened restrictions on how campaign funds could be used and required reporting on how that money is spent. But Lombardo said he was vetoing it for other reasons. 'Though ensuring transparency in elections is an important goal, AB 79 contains provisions, some vague, that would make political involvement less feasible for many and lack sufficial judicial oversight,' according to his veto message. He said the bill needed to do a better job of defining what constitutes a 'spent' or 'unspent' contribution. PROTECTING PROSTITUTES: AB209 would have set up protections for sex workers meant to encourage them to report violent crimes. It hinged on the prostitute asking for medical attention. But Lombardo said the wording of the bill could create a loophole that gives them immunity for more than is intended. A sex worker could actually use a request for medical attention to invoke immunity. Further, AB209 undermines law enforcement and assumes police aren't trustworthy. ICE ACCESS IN SCHOOLS: Lawmakers sought to keep immigration enforcement out of schools, but Lombardo vetoed AB217. The bill would have prohibited school employees, public schools or school districts from allowing access for ICE agents. Lombard called it well-intentioned, but attacked it as an overreach on a number of levels, even saying the bill would make school grounds into 'sanctuary zones' 24 hours a day. SUMMARY EVICTIONS: AB283 would have changed the summary eviction process, requiring landlords to file the initial court complaint. Similar attempts during the 2023 legislative session were vetoed, and Lombardo held firm with a veto on Monday. He called it 'lopsided, red-tape laden' and predicted disastrous consequences on Nevada's housing market if it were to become law. EXECUTIONS IN NEVADA: SB350 would have extended the time frame for executing a prisoner who was sentenced to death from the current 90 days to a full year. The bill sponsor argued that 90 days wasn't enough time to properly challenge court rulings. 'Since rather than promoting fairness or finality, SB 350 threatens to undermine the very foundation of justice by creating endless delays that retraumatize victims' families and erode public confidence in our legal system, I cannot support it,' Lombardo said in his veto message. Copyright 2025 Nexstar Media, Inc. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.
