Holy smokes.
There was a merger vote at an EGM 12 days ago in Japan. The third largest shareholder, who had made an earlier competing takeover proposal (better for the co and shareholders, but not mgmt) objected, as did others.
It passed.
It needed 66.67%. It "just passed."
There was a merger vote at an EGM 12 days ago in Japan. The third largest shareholder, who had made an earlier competing takeover proposal (better for the co and shareholders, but not mgmt) objected, as did others.
It passed.
It needed 66.67%. It "just passed."
It was so close it had to go to marksheet voting on the spot.
Meeting ended 1:40pm. Then vote.
Chamber closed at 2 to reconvene at 3.
Vote counted at 2:50. Inspector General of the EGM gets the tally. Tells chairman.
Chairman of the meeting delays restart 'just to be sure'
Meeting ended 1:40pm. Then vote.
Chamber closed at 2 to reconvene at 3.
Vote counted at 2:50. Inspector General of the EGM gets the tally. Tells chairman.
Chairman of the meeting delays restart 'just to be sure'
At 4:10pm, Chairman walks in and says "it passed, by a small margin."
Done. dusted.
Usually, the result is published by the company in a regulatory filing within 1bd, sometimes same day. This took 7 days. When it came out, it was 66.68%.
Remember it needed 66.67%.
Done. dusted.
Usually, the result is published by the company in a regulatory filing within 1bd, sometimes same day. This took 7 days. When it came out, it was 66.68%.
Remember it needed 66.67%.
A 'likely-to-be-contested' EGM often sees the objecting party petition the court for a General Meeting Inspector General - a neutral lawyer who observes process and writes a report. Usually that report is filed with the court 40 days after the meeting.
This time it took 7 days.
This time it took 7 days.
The EGM IG had something to say.
It turns out that after the EGM IG found that the merger had not passed and told the Chairman at 2:57pm, and the Chairman extended the break, at 3:45pm, a lawyer for the company comes in and asks for a meeting with the EGM IG in a separate room.
It turns out that after the EGM IG found that the merger had not passed and told the Chairman at 2:57pm, and the Chairman extended the break, at 3:45pm, a lawyer for the company comes in and asks for a meeting with the EGM IG in a separate room.
He says "one of the shareholders came to me at 3:30pm and offered to confirm his vote - he intended to vote FOR but it turns out he abstained on his marksheet" and he showed the IG the blank ballot. The company changed the vote from abstain to FOR.
That is how it got to 66.68%.
That is how it got to 66.68%.
THEY CHANGED THE BALLOT AFTER THE VOTE WAS CLOSED.
This one is going to court. An injunction petition on the merger was filed today.
Nikkei article about the vote process: nikkei.com/article/DGXZQO…
NHK article saying it's going to court:
www3.nhk.or.jp/news/html/2021…
This one is going to court. An injunction petition on the merger was filed today.
Nikkei article about the vote process: nikkei.com/article/DGXZQO…
NHK article saying it's going to court:
www3.nhk.or.jp/news/html/2021…
Company in question is Kansai Super (9919 JP). The vote was to merge with two unlisted units of #1 shareholder H2O Retailing which would then lead to H2O owning a majority of Kansai Super.
The objecting party was OK Corp (unlisted, based in Yokohama).
The objecting party was OK Corp (unlisted, based in Yokohama).
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