Yumeshin Holdings Co. applied for a court injunction Thursday to prevent Japan Engineering Consultants Co. from implementing a 5-for-1 stock split designed to scuttle its hostile takeover bid.
The construction management services firm filed the request with the Tokyo District Court on grounds that the stock split would undermine the interests of Japan Engineering Consultants’ shareholders, officials said.
Yumeshin launched a takeover attempt for Japan Engineering on Wednesday, despite the latter’s stock split plan announced earlier as an antitakeover measure.
It is the first hostile takeover bid by a Japanese company targeting a firm that has said it would use measures to defend itself against such acquisition attempts.
On Thursday, Japan Engineering Consultants formally notified shareholders of its plan to carry out the stock split on Oct. 3 to fend off Yumeshin’s tender offer.
Through the stock split, to be implemented for parties that were shareholders as of Aug. 8, Japan Engineering Consultants aims to lower Yumeshin’s equity stake in the firm.
The stock split will increase the number of Japan Engineering Consultants’ outstanding shares to 37.23 million from 7.44 million.
Yumeshin, through the public tender offer ending Aug. 12, aims to raise its stake in Japan Engineering Consultants to 53.71 percent from the roughly 7 percent held currently.
Yumeshin is listed on the Osaka Securities Exchange’s Hercules market, while Japan Engineering is listed on the Jasdaq Securities Exchange. Both markets are for startups.
Yumeshin announced a public tender offer July 11 to buy Japan Engineering shares at 550 yen per share, but later lowered the bidding price to 110, yen one-fifth of the original price, after Japan Engineering Consultants unveiled a plan last weekend to carry out the stock split during the tender offer period.
The Securities and Exchange Law sets no clear rules on conducting a stock split during a public tender offer. Japan Engineering Consultants argues that its stock split does not violate the law, but some legal experts question this position.
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