Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

<p>There was a time when the number of companies introducing takeover defense provisions increased considerably, but in recent years the number of listed companies introducing such provisions has decreased considerably. Many companies eliminated the takeover defense provisions due to the strong opposition from foreign shareholders. Anti-takeover measures do not seem to be a major subject of discussion in the Corporate Governance Code, which is currently under consideration for revision. The following table shows the status of 3,755 companies listed on the Tokyo Stock Exchange as of October 2021 that have adopted takeover defense measures and those that have not. As shown in the table below, the number of companies that have adopted takeover defense measures is 269 out of all listed companies, which is 7.2% of all listed companies. Against this backdrop, takeover defense measures are once again in the spotlight, as Shinsei Bank (8303) recently countered SBI Holdings (8473)'s TOB by resolving to issue stock acquisition rights. In this article, I would like to consider takeover defense measures.</p>

There was a time when the number of companies introducing takeover defense provisions increased considerably, but in recent years the number of listed companies introducing such provisions has decreased considerably. Many companies eliminated the takeover defense provisions due to the strong opposition from foreign shareholders. Anti-takeover measures do not seem to be a major subject of discussion in the Corporate Governance Code, which is currently under consideration for revision. The following table shows the status of 3,755 companies listed on the Tokyo Stock Exchange as of October 2021 that have adopted takeover defense measures and those that have not. As shown in the table below, the number of companies that have adopted takeover defense measures is 269 out of all listed companies, which is 7.2% of all listed companies. Against this backdrop, takeover defense measures are once again in the spotlight, as Shinsei Bank (8303) recently countered SBI Holdings (8473)'s TOB by resolving to issue stock acquisition rights. In this article, I would like to consider takeover defense measures.

Japan's Governance: Takeover Defense Provisions

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<p>This insight provides a quick summary of gross/annualised (where possible) spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks.</p>
</div>
<div>
<p>I number 46, mostly firm, deals around the region.</p>
</div>
<div>
<p>More below the fold.</p>
</div>


This insight provides a quick summary of gross/annualised (where possible) spreads (on deals discussed on Smartkarma) across Asia-Pacific as at the last trading date, and how those spreads have changed over the last week; plus the next hard events over the coming weeks.


I number 46, mostly firm, deals around the region.


More below the fold.


Asia-Pac Weekly Risk Arb Summary: Singapore Press, Ausnutria, Shinsei, Golden Throat, Over The Wire

Travis Lundy

<p>Two-plus years ago, <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> built up a stake in <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> and tried to negotiate a partnership. Earlier this year when Shinsei decided to partner with a competing online broker for its own securities business, media reports suggest SBI head Kitao-san was beside himself, and from January to end-March, he ended up buying 8% of the voting rights, getting SBI to just under 20% of Shinsei voting rights by March-end. </p><p>On 9 September, SBI launched a Tender Offer to attempt to take its ownership from 20.32% to 48.00% in a Partial Tender Offer at ¥2,000/share, which was a 30+% premium to the then-traded price, but a much smaller premium to the highest price paid by SBI in the previous 6 months. It is also "only" 0.45x book, and 48% would likely gain AGM control because attendance is rarely much above 90%. </p><p>The stock jumped. Then fell back a bit. </p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/237/739/original/Screenshot+2021-10-27+at+1.57.33+PM.png?1635314281" class="editor-image img-responsive" data-smartkarma-image-id="237739"></figure><p></p></section><p>Shinsei took exception, but has been quite reasoned - in the end - about their opposition. They have proposed a Poison Pill as a form of "Shareholder Approval" of the takeover - a kind of referendum if you will - and in its Target Opinion opposing the deal last week, Shinsei's Board said it could recommend the deal if a) SBI raised its price to a fair price (0.45x book and high single digit forward PER is deemed low by the Board), and b) removed the cap limiting the number of shares shareholders may sell. </p><p>Both of those are utterly reasonable requests - or should be seen that way by shareholders - but SBI lambasted them, refusing to do either. </p><p>This history is described in the extensive coverage on the Shinsei opportunity and the deal so far. </p><table class="table table-striped">
<colgroup>
<col>
<col>
</colgroup>
<tbody>
<tr><td colspan="2" style="text-align: left; width: 481pt;"><h3><a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" rel="noopener">The Recent History of Shinsei Bank (8303 JP)  Insights</a></h3></td></tr>
<tr>
<td>Date</td>
<td>Title</td>
</tr>
<tr>
<td>22-Dec-20</td>
<td><a href="https://www.smartkarma.com/insights/2021-high-conviction-shinsei-bank" target="_blank" data-smartkarma-citation="insights:46544" rel="noopener">2021 High Conviction - Shinsei Bank </a></td>
</tr>
<tr>
<td>10-Mar-21</td>
<td><a href="https://www.smartkarma.com/insights/2021-high-conviction-update-shinsei-bank-float-squeeze-to-mitigate-near-term" target="_blank" data-smartkarma-citation="insights:48989" rel="noopener">2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term </a></td>
</tr>
<tr>
<td>23-Mar-21</td>
<td><a href="https://www.smartkarma.com/insights/jih-sun-tender-offer-successful-now-the-squeezeout" target="_blank" data-smartkarma-citation="insights:49544" rel="noopener">Jih Sun Tender Offer Successful - Now the Squeezeout </a></td>
</tr>
<tr>
<td>26-Apr-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-bank-8303-jp-update-the-pause-that-refreshed-may-end-soon" target="_blank" data-smartkarma-citation="insights:50711" rel="noopener">Shinsei Bank (8303 JP) Update - The Pause That Refreshed May End Soon </a></td>
</tr>
<tr>
<td>13-May-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-reports-results-what-looks-bad-isn-t-so-bad-but-it-isn-t-fantastic" target="_blank" data-smartkarma-citation="insights:51424" rel="noopener">Shinsei Reports Results - What Looks Bad Isn't So Bad, But It Isn't Fantastic </a></td>
</tr>
<tr><td colspan="2" style="text-align: center;"></td></tr>
<tr><td colspan="2" style="text-align: left;"><h3>The Tender Offer</h3></td></tr>
<tr>
<td>9-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/sbi-8473-launches-a-hostile-tender-offer-on-shinsei-bank-8303" target="_blank" data-smartkarma-citation="insights:57426" rel="noopener">SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)! </a></td>
</tr>
<tr>
<td>14-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-looks-to-a-poison-pill-but-probably-not-really" target="_blank" data-smartkarma-citation="insights:57630" rel="noopener">Shinsei Looks To A Poison Pill, But Probably Not Really </a></td>
</tr>
<tr>
<td>20-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-to-launch-a-poison-pill-sbi-plays-coy-so-we-wait" target="_blank" data-smartkarma-citation="insights:57824" rel="noopener">Shinsei To Launch a Poison Pill; SBI Plays Coy, So We Wait </a></td>
</tr>
<tr>
<td>29-Sep-21</td>
<td><a href="https://www.smartkarma.com/insights/sbi-shinsei-talking-past-each-other" target="_blank" data-smartkarma-citation="insights:58250" rel="noopener">SBI &amp; Shinsei Talking Past Each Other </a></td>
</tr>
<tr>
<td>21-Oct-21</td>
<td><a href="https://www.smartkarma.com/insights/shinsei-objects-to-sbi-tender-offers-requirements-to-approve" target="_blank" data-smartkarma-citation="insights:59298" rel="noopener">Shinsei Objects to SBI Tender - Offers "Requirements" To Approve </a></td>
</tr>
</tbody>
</table><hr><h2>Games People Play</h2><p>There is a fair bit of gamesmanship involved in positioning for a partial tender offer. One is presented with an opportunity to buy (or sell) shares now, before the tender, then faced with a choice to tender or not tender shares at a price above market and above undisturbed, with the idea that one might not sell everything and instead one would own a residual, which might trade at a different price. </p><p>One can look at that as a "breakeven" trade. If you bought shares today at the closing price of ¥1,915/share, you are implicitly making the bet that IF the Tender Offer goes through on the terms announced, the post-Tender market price will trade in the ¥1,670-1,715 range, give or take, compared to the pre-announcement undisturbed price of ¥1,453/share, if 90-95% of likely-eligible-to-tender shareholders tender. That's 17% higher than pre-announcement while the TOPIX Banks Index is roughly unchanged. </p><p>However, if fewer than 80% of <em>likely-eligible-to-tender</em> shareholders tender, then the breakeven is about where the pre-announcement level was. </p><p>So investors have to think about a bunch of things... But in this case, investors also have to think about... </p><ul>
<li>What happens if shareholders decide to approve the Poison Pill defence at the shareholder meeting, or...</li>
<li>What changes will be wrought by SBI if they get to 48% which would warrant seeing a back end price different than the undisturbed price? </li>
<li>Or how the shareholder structure would change post-Tender. </li>
</ul><p><em><strong>Below the fold we look at...</strong></em></p><ul>
<li>Are there big flows pre-Tender?</li>
<li>Is there Dilution Risk Buying Before the EGM?</li>
<li>What are the drivers which could prompt a bump?</li>
<li>Is there room to own a chunk of shares post-Tender?</li>
<li>What are the drivers and flows post-Tender which matter?</li>
</ul><p><em>And we look at the Serious Game Of Chicken which could be played.</em></p>

Two-plus years ago, SBI Holdings (8473 JP) built up a stake in Shinsei Bank (8303 JP) and tried to negotiate a partnership. Earlier this year when Shinsei decided to partner with a competing online broker for its own securities business, media reports suggest SBI head Kitao-san was beside himself, and from January to end-March, he ended up buying 8% of the voting rights, getting SBI to just under 20% of Shinsei voting rights by March-end. On 9 September, SBI launched a Tender Offer to attempt to take its ownership from 20.32% to 48.00% in a Partial Tender Offer at ¥2,000/share, which was a 30+% premium to the then-traded price, but a much smaller premium to the highest price paid by SBI in the previous 6 months. It is also "only" 0.45x book, and 48% would likely gain AGM control because attendance is rarely much above 90%. The stock jumped. Then fell back a bit. Shinsei took exception, but has been quite reasoned - in the end - about their opposition. They have proposed a Poison Pill as a form of "Shareholder Approval" of the takeover - a kind of referendum if you will - and in its Target Opinion opposing the deal last week, Shinsei's Board said it could recommend the deal if a) SBI raised its price to a fair price (0.45x book and high single digit forward PER is deemed low by the Board), and b) removed the cap limiting the number of shares shareholders may sell. Both of those are utterly reasonable requests - or should be seen that way by shareholders - but SBI lambasted them, refusing to do either. This history is described in the extensive coverage on the Shinsei opportunity and the deal so far. 





The Recent History of Shinsei Bank (8303 JP)  Insights

Date
Title


22-Dec-20
2021 High Conviction - Shinsei Bank 


10-Mar-21
2021 High Conviction Update - Shinsei Bank Float Squeeze to Mitigate Near-Term 


23-Mar-21
Jih Sun Tender Offer Successful - Now the Squeezeout 


26-Apr-21
Shinsei Bank (8303 JP) Update - The Pause That Refreshed May End Soon 


13-May-21
Shinsei Reports Results - What Looks Bad Isn't So Bad, But It Isn't Fantastic 


The Tender Offer

9-Sep-21
SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)! 


14-Sep-21
Shinsei Looks To A Poison Pill, But Probably Not Really 


20-Sep-21
Shinsei To Launch a Poison Pill; SBI Plays Coy, So We Wait 


29-Sep-21
SBI &amp; Shinsei Talking Past Each Other 


21-Oct-21
Shinsei Objects to SBI Tender - Offers "Requirements" To Approve 


Games People PlayThere is a fair bit of gamesmanship involved in positioning for a partial tender offer. One is presented with an opportunity to buy (or sell) shares now, before the tender, then faced with a choice to tender or not tender shares at a price above market and above undisturbed, with the idea that one might not sell everything and instead one would own a residual, which might trade at a different price. One can look at that as a "breakeven" trade. If you bought shares today at the closing price of ¥1,915/share, you are implicitly making the bet that IF the Tender Offer goes through on the terms announced, the post-Tender market price will trade in the ¥1,670-1,715 range, give or take, compared to the pre-announcement undisturbed price of ¥1,453/share, if 90-95% of likely-eligible-to-tender shareholders tender. That's 17% higher than pre-announcement while the TOPIX Banks Index is roughly unchanged. However, if fewer than 80% of likely-eligible-to-tender shareholders tender, then the breakeven is about where the pre-announcement level was. So investors have to think about a bunch of things... But in this case, investors also have to think about... 
What happens if shareholders decide to approve the Poison Pill defence at the shareholder meeting, or...
What changes will be wrought by SBI if they get to 48% which would warrant seeing a back end price different than the undisturbed price? 
Or how the shareholder structure would change post-Tender. 
Below the fold we look at...
Are there big flows pre-Tender?
Is there Dilution Risk Buying Before the EGM?
What are the drivers which could prompt a bump?
Is there room to own a chunk of shares post-Tender?
What are the drivers and flows post-Tender which matter?
And we look at the Serious Game Of Chicken which could be played.

Shinsei TOB: A Complicated Game of 🐓 Nobody Has Thought About?

Asia-Pac Weekly Risk Arb Summary: Shinsei Bank, HomeCo/Aventus, Irongate, Spark Infra, ICar, Yorkey

<p><a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> launched a surprise <em>hostile</em>-<em>ish</em> Tender Offer on <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> about 6 weeks ago, and that has now officially become HOSTILE.</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/236/716/original/Screenshot+2021-10-21+at+11.40.17+PM.png?1634830918" class="editor-image img-responsive" data-smartkarma-image-id="236716"></figure></section><p></p><p>Shares traded up originally, then down below ¥1,900/share, then near ¥1,900/share, and today, after a delay, which followed an extension, or vice versa, <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> finally came out with their <strong>Target Opinion</strong> of the <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> Tender Offer to purchase an additional 27.68% of Shinsei Bank at ¥2,000/share which would get them to 48% ownership. </p><p>The Contents of the <a href="https://sp.shinseibank.com/corporate/en/news/pdf/pdf2021/211021_announcement1_e.pdf" target="_blank" rel="noopener">The Opinion</a> were leaked by the Nikkei overnight, and indeed, the Opinion is AGAINST. This bit is not at all surprising. The arguments presented are indeed almost exactly what one would expect. </p><p>It is, however, a nuanced CONDITIONAL AGAINST. And that is where it is gets interesting.</p><section class="figure"><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/236/664/original/Screenshot+2021-10-21+at+4.57.07+PM.png?1634806642" class="editor-image img-responsive" data-smartkarma-image-id="236664"></figure></section></section><div class="content-highlight">
<p>The main two complaints are that..</p>
<ol>
<li>it does not offer minorities a way out of their shares because it is only a partial tender, but it effectively gives control to SBI. </li>
<li>the price is not sufficiently high, and the premium is not high when applied to the whole minority share base (a 37% premium applied to only 27.68% shares which is about one-third of the shares SBI doesn't own suggests a 13% effective premium for all the minority shares - which is inadequate.</li>
</ol>
</div><p>Shinsei Bank is, of course, right on both counts. </p><ol>
<li>SBI, by getting to 48%, can effectively control the Board because to block a full SBI slate would require that more than 96% of shareholders show up to a shareholder meeting and that is unlikely (no meeting in five years has gotten measurably above 91%), and because they cannot act in contravention of the Rehabilitation/Revitalisation Plan, and the government owns 20%, the combination of the government and SBI would own a super-majority, and even if the government were to abstain from such a vote, SBI would have 60%  of the other shares, at a minimum. And if 10% of the non-government holders were to not show up for a vote and the govt were to abstain, SBI's 48% would be more than two-thirds. <ul><li>The objection is to the idea of a "Coercive Tender" which is called that because it has few enough limits and while possibly short-term beneficial to shareholders prior to the announcement, even shareholders who do not want to tender may feel obliged to do so because their "minority" interest may lose value after the Tender Offer because of the control gained by the Tender Offeror and resulting conflict of interest.</li></ul>
</li>
<li>The price of ¥2,000/share is likely to be about 0.45x book value per share as of 30 Sep 2021. Combined with their average in-price of about ¥1480/share for their existing 20.32% means a combined average purchase price for control of approximately ¥1,780/share or about 0.40x book (though when they first purchased shares, BVPS was lower).</li>
</ol><p style="padding-left: 25px;">The "average weighted premium" argument is unusual. I personally have never seen a company defend itself with that, though those objecting to tender offers have used the argument before, and like the "coercion" argument, it relies on the weighted average benefit being low, which it is. This tender offer is being conducted at too low a price.</p><div class="content-highlight"><p>However, Shinsei says that SBI can gain Shinsei's approval by meeting the conditions which are <strong>Requirements for Support</strong>.</p></div><ol>
<li>Either remove the upper limit for shares tendered, or conduct a Second TOB by 8 June 2022 which has no upper limit on shares tendered.</li>
<li>Raise the Tender Offer Price by negotiation with Shinsei.</li>
</ol><p>If SBI complies with these Requirements for Support by 19 November 2021 - three business days prior to the EGM intended to gauge shareholder support for the Poison Pill - by agreeing and signing an MOU, Shinsei will withdraw the proposal for the Poison Pill and cancel the EGM. It will release data and materials which would allow SBI to conduct reasonable due diligence. </p><p>Shinsei proposes that Shinsei and SBI HDS enter discussions immediately. </p><p>Separately, Shinsei said that it is conducting discussions with potential partners regarding capital and business alliances, and will do so even after the Tender Offer if it is not successful (this is tough - there is no minimum). </p><h3><strong>A First Impression: </strong></h3><ul>
<li>I am normally quite skeptical of Target Opinions which are AGAINST because they tend to be totally self-serving and management entrenching.</li>
<li>But this is remarkably different than what would normally come from a Japanese company. </li>
<li>
<em><strong>This is really quite well done by Shinsei.</strong></em> There may be places to nitpick, and Shinsei should have proposed one more measure to make sure that SBI didn't just decide to take the run and ignore Shinsei's concerns.</li>
</ul><p>Shinsei may still have room to do that thing, and if done right, that could prove devastating to SBI's near-term plans. But the window to act on that is probably pretty small, unless there is another delay in the EGM, which would be possible. </p><p><em><strong>Or unless SBI rejects Shinsei's proposals out of hand.  Which it <a href="https://www.sbigroup.co.jp/news/2021/1021_12711.html" target="_blank" rel="noopener">just did</a>. </strong></em></p><p>The situation is now more complicated than before, so I take a little more time to discuss it below.</p>

SBI Holdings (8473 JP) launched a surprise hostile-ish Tender Offer on Shinsei Bank (8303 JP) about 6 weeks ago, and that has now officially become HOSTILE.Shares traded up originally, then down below ¥1,900/share, then near ¥1,900/share, and today, after a delay, which followed an extension, or vice versa, Shinsei Bank (8303 JP) finally came out with their Target Opinion of the SBI Holdings (8473 JP) Tender Offer to purchase an additional 27.68% of Shinsei Bank at ¥2,000/share which would get them to 48% ownership. The Contents of the The Opinion were leaked by the Nikkei overnight, and indeed, the Opinion is AGAINST. This bit is not at all surprising. The arguments presented are indeed almost exactly what one would expect. It is, however, a nuanced CONDITIONAL AGAINST. And that is where it is gets interesting.
The main two complaints are that..

it does not offer minorities a way out of their shares because it is only a partial tender, but it effectively gives control to SBI. 
the price is not sufficiently high, and the premium is not high when applied to the whole minority share base (a 37% premium applied to only 27.68% shares which is about one-third of the shares SBI doesn't own suggests a 13% effective premium for all the minority shares - which is inadequate.

Shinsei Bank is, of course, right on both counts. 
SBI, by getting to 48%, can effectively control the Board because to block a full SBI slate would require that more than 96% of shareholders show up to a shareholder meeting and that is unlikely (no meeting in five years has gotten measurably above 91%), and because they cannot act in contravention of the Rehabilitation/Revitalisation Plan, and the government owns 20%, the combination of the government and SBI would own a super-majority, and even if the government were to abstain from such a vote, SBI would have 60%  of the other shares, at a minimum. And if 10% of the non-government holders were to not show up for a vote and the govt were to abstain, SBI's 48% would be more than two-thirds. The objection is to the idea of a "Coercive Tender" which is called that because it has few enough limits and while possibly short-term beneficial to shareholders prior to the announcement, even shareholders who do not want to tender may feel obliged to do so because their "minority" interest may lose value after the Tender Offer because of the control gained by the Tender Offeror and resulting conflict of interest.

The price of ¥2,000/share is likely to be about 0.45x book value per share as of 30 Sep 2021. Combined with their average in-price of about ¥1480/share for their existing 20.32% means a combined average purchase price for control of approximately ¥1,780/share or about 0.40x book (though when they first purchased shares, BVPS was lower).
The "average weighted premium" argument is unusual. I personally have never seen a company defend itself with that, though those objecting to tender offers have used the argument before, and like the "coercion" argument, it relies on the weighted average benefit being low, which it is. This tender offer is being conducted at too low a price.However, Shinsei says that SBI can gain Shinsei's approval by meeting the conditions which are Requirements for Support.
Either remove the upper limit for shares tendered, or conduct a Second TOB by 8 June 2022 which has no upper limit on shares tendered.
Raise the Tender Offer Price by negotiation with Shinsei.
If SBI complies with these Requirements for Support by 19 November 2021 - three business days prior to the EGM intended to gauge shareholder support for the Poison Pill - by agreeing and signing an MOU, Shinsei will withdraw the proposal for the Poison Pill and cancel the EGM. It will release data and materials which would allow SBI to conduct reasonable due diligence. Shinsei proposes that Shinsei and SBI HDS enter discussions immediately. Separately, Shinsei said that it is conducting discussions with potential partners regarding capital and business alliances, and will do so even after the Tender Offer if it is not successful (this is tough - there is no minimum). A First Impression: 
I am normally quite skeptical of Target Opinions which are AGAINST because they tend to be totally self-serving and management entrenching.
But this is remarkably different than what would normally come from a Japanese company. 

This is really quite well done by Shinsei. There may be places to nitpick, and Shinsei should have proposed one more measure to make sure that SBI didn't just decide to take the run and ignore Shinsei's concerns.
Shinsei may still have room to do that thing, and if done right, that could prove devastating to SBI's near-term plans. But the window to act on that is probably pretty small, unless there is another delay in the EGM, which would be possible. Or unless SBI rejects Shinsei's proposals out of hand.  Which it just did. The situation is now more complicated than before, so I take a little more time to discuss it below.

Shinsei Objects to SBI Tender - Offers "Requirements" To Approve

Japan

SBI Shinsei Bank, Ltd. provides banking services including deposits, loans, and foreign exchange transaction, as well as investment trust service and issuance of long-term bonds.

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SBI Shinsei Bank (8303 JP)

Japan's Governance: Takeover Defense Provisions

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David Blennerhassett

Shinsei Objects to SBI Tender - Offers "Requirements" To Approve

Shinsei comes out "AGAINST" the SBI tender, as was expected. But it offered SBI a way out. SBI lambasted the proposals and said it had no intention...

Travis Lundy

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