Latest news with #OrbisInvestments
Japan Times
26-05-2025
- Business
- Japan Times
Tsuruha shareholders approve future merger with rival drugstore Welcia
Shareholders of major Japanese pharmacy chain Tsuruha on Monday approved all proposals presented at the day's general shareholders meeting, including one on a stock swap with rival Welcia for a future merger. Tsuruha, based in Sapporo, has announced it will integrate its operations with Welcia, the biggest force within the Japanese pharmacy industry, in December. Under the planned merger, announced in April, Tsuruha will make Welcia a wholly-owned subsidiary through an equity swap. Japanese retailer Aeon, which is Welcia's parent company, will then make Tsuruha a consolidated subsidiary through a tender offer. According to Tsuruha, around 100 people attended the shareholders meeting held in Sapporo. Orbis Investments, a British asset management company that owns a stake of about 10% in Tsuruha and opposes Tsuruha's merger proposal, said that although it is in support of an industry shakeout, there are issues with the decision-making part of the proposal. Some shareholders questioned the company on the management's independence after the merger goes through. A shareholder said that an explanation was provided to shareholders by Tsuruha's management during the meeting that the company will maintain its independence while adopting positive features of the deal, including Aeon's know-how. "I've decided to believe those words," the shareholder said. Voicing immense disappointment, an Orbis official who attended the meeting said that neither the proposed stock swap nor the suggested tender offer fairly represent Tsuruha's business values. Critical voices from Orbis and other investors reflect rising shareholder activism in Japan in recent years as the country's governance reforms embolden investors. Their disappointment in the planned deal centers around the perceived low premium it would pay to Tsuruha shareholders. Aeon, the country's largest supermarket chain operator, last month said it will launch a tender offer to make Tsuruha a consolidated subsidiary at ¥11,400 per share as it tightens its grip on the drugstore market. Orbis has said the deal is flawed and will allow Aeon to take a controlling stake in Tsuruha on "outrageous terms,' according to the asset manager's presentation document. The deal is unfair, Orbis argues, given that Aeon paid ¥15,500 per share when it bought a 13.6% stake from activist fund Oasis Management in February 2024. Aeon has said in a statement that synergies from the planned integration should benefit all stakeholders, including Tsuruha shareholders.
Japan Times
23-05-2025
- Business
- Japan Times
Tsuruha shareholders to vote on criticized Aeon merger plan
Shareholders of Japanese drugstore chain operator Tsuruha Holdings will vote Monday on a proposal which effectively results in its acquisition by supermarket chain Aeon, a move that has already been panned by major investors and proxy advisers. The chorus reflects rising shareholder activism in Japan in recent years as the country's governance reforms embolden investors. Their disappointment in the planned deal centers around the perceived low premium it would pay to Tsuruha shareholders. Aeon, the country's largest supermarket chain operator, last month said it will launch a tender offer to make Tsuruha a consolidated subsidiary at ¥11,400 per share as it tightens its grip on the drugstore market. The announcement, however, received an immediate rebuke from Orbis Investments, the second largest shareholder after Aeon with a 9.7% stake. Aeon had about a 19.5% stake as of Feb. 28. Orbis said the deal is flawed and will allow Aeon to take a controlling stake in Tsuruha on "outrageous terms,' according to the asset manager's presentation document. The deal is unfair, Orbis argues, given that Aeon paid ¥15,500 per share when it bought a 13.6% stake from activist fund Oasis Management in February 2024. Aeon said in a statement that synergies from the planned integration should benefit all stakeholders including Tsuruha shareholders. Orbis, a value-style but not an activist investor, said it will oppose Tsuruha's proposal of a share exchange with Welcia Holdings, another drugstore already majority-owned by Aeon, to make Welcia a wholly-owned subsidiary of Tsuruha. The U.K. asset management firm was joined by Norges Bank in opposing the deal. Norway's sovereign fund holds 1.5% of Tsuruha's shares, according to data compiled by Bloomberg. Two major proxy advisers — Institutional Shareholder Services and Glass Lewis & Co. — also recommended opposing the proposal for similar reasons, a move that could prompt some Japanese asset managers to side with Orbis. The business integration proposal needs a two-third majority to pass. "I think we have a good chance of winning at the Tsuruha (annual general meeting),' said Brett Moshal, head of the Japan investment team at Orbis Investments. "We have been spending a lot of time talking to Tsuruha shareholders, mainly in Japan. I find that the discussions have been hugely encouraging.' Tsuruha's share prices rose above Aeon's tender offer price, a sign investors see chances Aeon may need to raise its price to win over minority shareholders. The race is already on to shore up positions ahead of a possible showdown. Aeon has increased its stake to 26.7% while Orbis also increased its holdings to 10.3%, according to respective disclosures. Akio Hoshi, professor of law at Gakushuin University, said Aeon's proposed price may not satisfy many investors given that Aeon bought its own shares from Nomura in May at a higher price. If the deal is rejected, "that will bring home to companies the importance of setting a fair price in acquisitions,' he added. While it is rare for a Japanese company to have management proposed plans rejected at an annual general meeting, there have been precedents. In 2007, shareholders of steelmaker Tokyo Kohtetsu blocked a takeover by a unit of Nippon Steel in a major upset, marking a milestone in Japan's corporate history. Daisuke Aiba, analyst at Iwai Cosmo Securities, said if the proposal is rejected, Aeon is likely to persist and may get the deal done over the next few months by sweetening their offer.
Yahoo
12-05-2025
- Business
- Yahoo
Opposition to Proposed Tsuruha-Welcia Merger Gains Momentum, Orbis Supports Glass Lewis and ISS Recommendations to Vote AGAINST the Merger
LONDON, May 12, 2025--(BUSINESS WIRE)--Orbis Investments ("Orbis"), which held 9.7% of Tsuruha Holdings Inc. ("Tsuruha") as of 28 February 2025 on behalf of its clients, is encouraged to see that opposition to the proposed merger with Welcia Holdings Co., Ltd. ("Welcia"), a company controlled by AEON Co., Ltd. ("AEON") is gaining momentum with recommendations from both Glass, Lewis & Co., LLC ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS") that Tsuruha shareholders vote AGAINST the proposed transaction. "It's encouraging to see that two of the leading independent proxy advisory firms have now expressed serious concerns about multiple aspects of these proposed transactions," said Brett Moshal, co-head of the Japan investment team at Orbis. "It's a sign that opposition to the deal is gaining momentum. With two thirds of votes required to approve this merger, there is a very real possibility it will be defeated at the 26 May AGM. The terms and structure are outrageous. We strongly encourage shareholders to vote AGAINST it." Why Orbis Believes this Proposed Transaction is a Poor Outcome for Tsuruha Shareholders Orbis originally expressed its strong opposition in a public statement on 12 April 2025. The proposed merger forms part of a series of transactions that, if completed, would ultimately hand AEON control of Tsuruha without fair compensation for Tsuruha's minority shareholders and without the opportunity for shareholders to exit by way of a cash offer. AEON plans to gain control of Tsuruha through a series of steps ending with a tender offer at ¥11,400 per share—nearly 27% below the ¥15,500 per share AEON paid to acquire a 13% stake from Oasis Asset Management in March 2024. Orbis believes that the merger and tender offer severely undervalue Tsuruha and would ultimately expose its shareholders to significant risks as minorities in a listed AEON subsidiary. Orbis maintains that any change-of-control transaction should be conducted via an all-cash offer to Tsuruha's shareholders at more than the ¥15,500 per share AEON paid to Oasis Asset Management last year, to reflect a reasonable control premium. Tsuruha's board of directors should conduct a market check, actively solicit competing proposals that might deliver greater value, and provide transparency by disclosing their findings to shareholders. While Orbis is supportive of industry consolidation in principle, such transactions must be conducted through a fair and transparent process, and on equitable terms. This one fails on both counts. A Step Backward for Corporate Governance Reform in Japan Orbis has a long history of investing in Japanese companies and has been a longstanding shareholder of Tsuruha for 25 years. At a time when Japan has taken meaningful and encouraging steps toward corporate governance reform, Orbis believes these proposed transactions are a material step backwards. Orbis Urges Investors to Vote AGAINST the Proposed Merger at 26 May AGM For the reasons above—which reflect concerns raised independently by ISS and Glass Lewis—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. View source version on Contacts Investor Contact:Henry AllenOrbis Investments+ Media Contact:Steve SchaeferHewes Communications+1 212-207-9456steve@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
12-05-2025
- Business
- Yahoo
Opposition to Proposed Tsuruha-Welcia Merger Gains Momentum, Orbis Supports Glass Lewis and ISS Recommendations to Vote AGAINST the Merger
LONDON, May 12, 2025--(BUSINESS WIRE)--Orbis Investments ("Orbis"), which held 9.7% of Tsuruha Holdings Inc. ("Tsuruha") as of 28 February 2025 on behalf of its clients, is encouraged to see that opposition to the proposed merger with Welcia Holdings Co., Ltd. ("Welcia"), a company controlled by AEON Co., Ltd. ("AEON") is gaining momentum with recommendations from both Glass, Lewis & Co., LLC ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS") that Tsuruha shareholders vote AGAINST the proposed transaction. "It's encouraging to see that two of the leading independent proxy advisory firms have now expressed serious concerns about multiple aspects of these proposed transactions," said Brett Moshal, co-head of the Japan investment team at Orbis. "It's a sign that opposition to the deal is gaining momentum. With two thirds of votes required to approve this merger, there is a very real possibility it will be defeated at the 26 May AGM. The terms and structure are outrageous. We strongly encourage shareholders to vote AGAINST it." Why Orbis Believes this Proposed Transaction is a Poor Outcome for Tsuruha Shareholders Orbis originally expressed its strong opposition in a public statement on 12 April 2025. The proposed merger forms part of a series of transactions that, if completed, would ultimately hand AEON control of Tsuruha without fair compensation for Tsuruha's minority shareholders and without the opportunity for shareholders to exit by way of a cash offer. AEON plans to gain control of Tsuruha through a series of steps ending with a tender offer at ¥11,400 per share—nearly 27% below the ¥15,500 per share AEON paid to acquire a 13% stake from Oasis Asset Management in March 2024. Orbis believes that the merger and tender offer severely undervalue Tsuruha and would ultimately expose its shareholders to significant risks as minorities in a listed AEON subsidiary. Orbis maintains that any change-of-control transaction should be conducted via an all-cash offer to Tsuruha's shareholders at more than the ¥15,500 per share AEON paid to Oasis Asset Management last year, to reflect a reasonable control premium. Tsuruha's board of directors should conduct a market check, actively solicit competing proposals that might deliver greater value, and provide transparency by disclosing their findings to shareholders. While Orbis is supportive of industry consolidation in principle, such transactions must be conducted through a fair and transparent process, and on equitable terms. This one fails on both counts. A Step Backward for Corporate Governance Reform in Japan Orbis has a long history of investing in Japanese companies and has been a longstanding shareholder of Tsuruha for 25 years. At a time when Japan has taken meaningful and encouraging steps toward corporate governance reform, Orbis believes these proposed transactions are a material step backwards. Orbis Urges Investors to Vote AGAINST the Proposed Merger at 26 May AGM For the reasons above—which reflect concerns raised independently by ISS and Glass Lewis—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. View source version on Contacts Investor Contact:Henry AllenOrbis Investments+ Media Contact:Steve SchaeferHewes Communications+1 212-207-9456steve@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
08-05-2025
- Business
- Yahoo
Orbis Supports ISS Recommendation for Tsuruha Shareholders to Vote Against Welcia Merger
LONDON, May 08, 2025--(BUSINESS WIRE)--Orbis Investments ("Orbis"), which held 9.7% of Tsuruha Holdings Inc. ("Tsuruha") as of 28 February 2025 on behalf of its clients, today expressed strong support for the recommendation by Institutional Shareholder Services Inc. ("ISS") that Tsuruha shareholders vote AGAINST the proposed merger with Welcia Holdings Co., Ltd. ("Welcia"), a company controlled by AEON Co., Ltd. ("AEON"). Orbis reaffirmed its previously stated opposition—outlined in its public statement of 12 April 2025—to the proposed merger, which forms part of a series of transactions that, if completed, would ultimately hand AEON control of Tsuruha without fair compensation for Tsuruha's minority shareholders and without the opportunity for shareholders to exit by way of a cash offer. "The proposed transaction would be a remarkably poor outcome for Tsuruha shareholders," said Brett Moshal, co-head of the Japan investment team at Orbis. "We are supportive of industry consolidation in principle. However, such transactions must be conducted through a fair and transparent process, and on equitable terms. This one fails on both counts." AEON plans to gain control of Tsuruha through a series of steps ending with a tender offer at ¥11,400 per share—nearly 27% below the ¥15,500 per share AEON paid to acquire a 13% stake from Oasis Asset Management in March 2024. Orbis believes that the merger and tender offer severely undervalue Tsuruha and would ultimately expose its shareholders to significant risks as minorities in a listed AEON subsidiary. Orbis maintains that any change-of-control transaction should be conducted via an all-cash offer to Tsuruha's shareholders at more than the ¥15,500 per share AEON paid to Oasis Asset Management last year, to reflect a reasonable control premium. The company's board of directors should conduct a market check, actively solicit competing proposals that might deliver greater value, and provide transparency by disclosing their findings to shareholders. Having invested in Japanese companies for over three decades and as a 25-year shareholder of Tsuruha, Orbis is deeply committed to supporting Japan's corporate governance reform efforts. However, this group of transactions represents a material setback. Orbis therefore urges Tsuruha shareholders 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. View source version on Contacts If you have any questions regarding the contents of this press release, please contact: Investor Contact:Henry AllenOrbis Investments+ Media Contact:Steve SchaeferHewes Communications+1 212-207-9456steve@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
