Latest news with #Tsuruha
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.
26-05-2025
- Business
Tsuruha Holdings Shareholders OK Merger with Welcia
Newsfrom Japan Sapporo, May 26 (Jiji Press)--Shareholders of major Japanese pharmacy chain Tsuruha Holdings Inc. on Monday approved all proposals presented at the day's regular general shareholders meeting, including one on a stock swap with rival Welcia Holdings Co. for a future merger. In April, Tsuruha, based in Sapporo, the capital of the northernmost Japan prefecture of Hokkaido, announced that it will integrate its operations with Welcia, the biggest force within the Japanese pharmacy industry, in December. Under the planned merger, Tsuruha will make Welcia a wholly-owned subsidiary through an equity swap. Major Japanese retailer Aeon Co., 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 pct 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. [Copyright The Jiji Press, Ltd.]
Mint
23-05-2025
- Business
- Mint
Tsuruha Shareholders to Vote on Criticized Aeon Merger Plan
(Bloomberg) -- Shareholders of Japanese drugstore chain operator Tsuruha Holdings Inc. will vote Monday on a proposal which effectively results in its acquisition by supermarket chain Aeon Co., 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 yen 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 with 9.7% stake only after Aeon, which had about 19.5% stake as of Feb. 28, Tsuruha's last financial year end. 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 yen per share when it bought a 13.6% stake from activist fund Oasis Management Co. 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 Co., another drugstore already majority-owned by Aeon, to make Welcia a wholly-owned subsidiary of Tsuruha. The UK 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 Inc. 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 AGM,' 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 TOB 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 annual general meeting, there have been precedents. In 2007, shareholders of steelmaker Tokyo Kohtetsu Co. blocked a takeover by a unit of Nippon Steel Corp. in a major upset, marking a milestone in Japan's corporate history. Daisuke Aiba, analyst at Iwai Cosmo Securities Co., 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
15-05-2025
- Business
- Yahoo
Orbis Responds to Public Statements by Tsuruha on Proposed Tsuruha-Welcia Merger and Subsequent Tender Offer by AEON
LONDON, May 15, 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, 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. View source version on Contacts Investor Contact:Henry AllenOrbis Investments+1 Media Contact:Steve SchaeferHewes Communications+1 212-207-9456steve@
Business Wire
15-05-2025
- Business
- Business Wire
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.
