• Bloomberg


Dalton Investments, a $3.4 billion U.S. investment firm, says it’s still on the fence over whether to support Shinsei Bank Ltd.’s management or SBI Holdings Inc. in the battle for control of the Japanese lender.

Neither side has given a convincing argument for its backing, said Jamie Rosenwald, a Dalton co-founder and portfolio manager.

Shinsei should have found an alternative buyer willing to pay more, while SBI should bid for the entire company rather than just a partial stake, he said.

A takeover fight erupted for Shinsei in September, when SBI launched a ¥2,000 a share tender offer to raise its holdings in the bank to about 48%. That’s a level that would give it effective control without additional regulatory hurdles.

Shinsei countered with the threat of a takeover defense plan — a so-called poison pill that would dilute SBI’s stake. The step has been backed by two influential proxy advisers ahead of a shareholder poll on the measure set for Nov. 25.

Attention now turns to how Shinsei’s stock owners will vote, and what that means for future control of the company.

“Both sides are not satisfying what shareholders would like to see,” said Rosenwald, whose firm holds about 3% of Shinsei for clients, in a video interview. “Therefore, we have this internal argument about how to vote. It has not been resolved.”

Institutional Shareholder Services Inc., which advises investors on how to exercise voting rights, has supported the takeover-defense plan, arguing Shinsei is using the pill as a negotiation tool to extract better terms for stock holders. Glass Lewis & Co., another proxy adviser, also came out in favor, citing SBI’s limited bid as the chief reason.

Rosenwald is not so sure. “The internal discussion is, ‘Should we ever vote with a management team when they are proposing a poison pill?’” he said. “That generally goes against our grain if you are believing in shareholder governance” as well as maximizing shareholder value, he explained.

On the other hand, because SBI is only buying a portion of the stock, holders will be unable to tender all their shares in SBI’s offer. Those left holding after the tender offer would likely see the value of their stock drop sharply, Rosenwald said.

Dalton has a history of advocating for change at Shinsei, beginning a campaign for buybacks in 2017. Rosenwald subsequently ran in two unsuccessful attempts to win a board seat at the bank, but he nonetheless said management has largely done what his firm has asked.

Another issue with the current bid, according to Dalton, is that Shinsei may be constrained in conducting share buybacks if SBI succeeds in raising its stake to 48% of the bank. Further repurchases might then increase the stake beyond the 50% level that would require it to become a bank holding company.

An SBI spokesperson said that while the company could consider becoming a bank holding company, it had no plans at present to seek to raise its stake above 48%.

At the same time, Rosenwald questioned why Shinsei and its advisers have been unable to find an alternative bidder for a company that trades at less than half its book value.

“In a normal world you would think there would be multiple bidders for the bank,” he said. “We thought and hoped that an alternative bid would become available.”

A spokesman for Shinsei said that while the bank couldn’t comment on individual cases, it was exchanging opinions with various shareholders.

Japan’s government — which is Shinsei’s largest shareholder with a 21.8% stake — will ultimately decide the outcome of the poison-pill vote, according to Dalton. State-affiliated firm Deposit Insurance Corp. of Japan, which holds the government’s stake along with a subsidiary, sent both Shinsei and SBI questions about the situation, it said this month.

The government is unlikely to abstain after posing such questions, but it’s unknown which side it will support, Dalton said. It would need to sell its Shinsei stake at about ¥7,500 a share if it’s to recoup the ¥350 billion ($3.1 billion) of public money pumped into the bank’s predecessor in a 1998 bailout.

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