CHICAGO–(BUSINESS WIRE)–RMB Capital (“RMB”), a Chicago-based independent investment advisory firm, filed a petition at the Tokyo District Court objecting to the tender offer to FamilyMart Co., Ltd. (8028 JP, “FamilyMart”) by Itochu Corporation (8001 JP, “Itochu”).
RMB believes the tender offer, including the offered price, was significantly unfair for the minority shareholders of FamilyMart, for the following reasons:
- Itochu took advantage of the short-term market volatility under the COVID-19 pandemic and cut down the tender offer price unfairly.
- The board and the special committee of FamilyMart failed to protect the interest of minority shareholders.
- More specifically, the special committee wrongly accepted the tender offer price that was well below the lowest range of the valuation prepared by the independent valuation agency.
- The entire tender offer process was not compliant with the Fair M&A Guidelines formulated by the Ministry of Economy, Trade and Industry of Japan in 2019, was lacking enough disclosure to inform minority shareholders, and failed to clear the majority of minority hurdle.
Further, RMB believes the tender offer is problematic under ESG investing standards, which have been gaining more attention and acceptance globally. While Itochu and FamilyMart are well-established companies representing Japan’s industry and economy, they ignored key principles of the capital market through this tender offer process and also trampled on ESG principles by failing to fulfill their social duty. RMB hopes to establish a best practice case to ensure the fairness of the tender offer processes in Japan.
Please refer to this link for RMB’s past press releases on this topic.