Regarding the Protection of Minority Shareholders' Interests
in the Tender Offer for NIPPO CORPORATION
（Published on October 7, 2021 / Updated on October 19, 2021）
＜Overview of the Tender Offer for NIPPO CORPORATION＞
Currently, NIPPO CORPORATION (hereinafter referred to as "NIPPO") is a so-called parent-subsidiary listing situation, with ENEOS Holdings, Inc. (hereinafter referred to as "ENEOS") holding about 57% of the shares and minority shareholders holding the rest. Under such a capital relationship, the announcement in which ENEOS and Goldman Sachs would make a tender offer for NIPPO was made on September 7, 2021. NIPPO expressed its support for the tender offer and recommended that its shareholders tender their shares.
NIPPO CORPORATION Press Release
― Notice Concerning Planned Commencement of Tender Offer for Share Certificates of NIPPO CORPORATION by Roadmap Holdings GK
― Announcement of Opinion Regarding Planned Commencement of Tender Offer for the Company Shares by Roadmap Holdings GK
If this deal goes through, NIPPO will go private and its shareholder structure will change as shown in the figure below.
In deciding whether to tender the shares of NIPPO held in the Monex Activist Fund, an investment trust for which JCI provides investment advice to the mother fund, the Company carefully examined the tender offer and concluded that the most important condition, the tender offer price, was low and that the interests of minority shareholders were not sufficiently protected in this case. As an opportunity for NIPPO to reconsider its endorsement and recommendation of the application, we sent a letter to NIPPO's Board of Directors and Special Committee on September 24, 2021, proposing the protection of minority shareholders' interests.
– Japan Catalyst, Inc. Press Release
― Raising Issues Regarding the Protection of Minority Shareholders' Interests in the Tender Offer for NIPPO CORPORATION
＜Subsequent reports, etc.＞
▪ September 27, 2021
Silchester International Investors LLP
- Silchester are broadly supportive of Japan Catalyst's observations
▪ October 4, 2021
Oasis Management Company Ltd.
- Oasis urges NIPPO Special Committee to protect minority shareholders (Business Wire)
▪ October 5, 2021
Article on Toyo Keizai Online (only available in Japanese)
― ENEOSの優良子会社｢上場廃止｣に噴出する異論 ｢少数株主の利害がないがしろ｣という批判も
▪ October 5, 2021
Article on Nihon Keizai Shimbun (only available in Japanese)
▪ October 7, 2021
Orbis Investment Management Limited
- ENEOS and Goldman Sachs Offer for Nippo Is Abusive to Minority Shareholders (Business Wire)
▪ October 19, 2021
Article on REUTERS
― Goldman plays with hot tar in Japanese buyout
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