JSR Corp considering deal to be bought by state-backed JIC

Japanese online financial conglomerate SBI Holdings Inc said on Saturday it has raised its stake in SBI Shinsei Bank to 53.74% by just 3.7 points through a tender offer as a step toward taking the midsize lender private.

The completion of the tender offer on Friday helps prepare for the expected delisting of Shinsei, allowing more flexibility in returning 349 billion yen ($2.43 billion) in public funds its predecessor bank received two decades ago in a bailout from the government, which still owns a 22.98% stake.

SBI Holdings said last month it would launch the tender offer for Shinsei, with plans to pay 2,800 yen per share, for up to 154.2 billion yen in total.

Shares of Shinsei, which closed at 2,807 yen on Friday, have remained above 2,800 yen since the announcement on speculation that some shareholders may demand a sweetened offer. The share price remains far below the 7,450 yen each the government would need to recoup money injected into Shinsei.

The lacklustre tender results suggest a vast majority of the minority shareholders seem to have decided the price was not fair, said Travis Lundy, Quiddity Advisors analyst who publishes on Smartkarma.

“As the board eventually decided to recommend a price they had said was not recommendable, it appears many shareholders will seek a court appraisal of fair price,” Lundy said.

“One can only hope the attempt to rewrite the M&A rules will address such situations of coercive behaviour by companies.”

According to Shinsei’s filing, its special committee suggested the bank was worth at least 3,000 yen per share, and one independent director opposed recommending shareholders tender their shares.

Shinsei will soon begin procedures to squeeze out remaining minority shareholders except for the government. The steps include an extraordinary shareholders meeting to vote on share consolidation, which is expected to clear the required two-thirds majority, with approval from SBI and the government.

SBI aims to become Japan’s fourth-largest banking group. It already owns the country’s largest online brokerage, an online bank and an asset manager and has been taking shares in smaller lenders to create a nationwide network. Reuters