By Aaron Sheldrick and Yuka Obayashi
TOKYO (Reuters) -Japan’s Eneos Holdings and Goldman Sachs on Thursday moved ahead with a tender offer for the 43% the refiner doesn’t already own in roadbuilder Nippo Corp, shrugging off opposition from activist Oasis Management to a deal that values all of Nippo at more than $4 billion.
Nippo said in a statement that its board had agreed to the bid, and Eneos and Goldman will start a tender for shares on Friday that will run to Dec. 24.
Hong Kong-based Oasis, which has a 4.5% stake in Nippo, says the price is too low – the offer values Nippo at about at 476.4 billion yen ($4.2 billion) – and earlier this week said it had received assurances from Eneos, Japan’s biggest refiner, and Nippo that they were open to alternative bids.
Eneos President Katsuyuki Ota addressed that assertion on Thursday, speaking at an earnings conference shortly before Nippo issued its statement. Eneos and Goldman first announced in September they planned to take Nippo private.
“Some shareholders have suggested that the … price should be higher and we are communicating with them, but in the end, it is up to the independent committee of Nippo and the board committee to decide,” Ota said.
Oasis says the offer price for Nippo shares undervalues a company with a pile of cash, securities and real estate worth more than $2 billion alone.
Fair value is more like 5,600 yen per share, 28% higher than the Eneos-Goldman offer, it said earlier. The offer from Eneos and Goldman was at a 29% premium to Nippo’s average price over a month before their announcement in September.
Nippo shares fell 1.1% to 4,075 yen on Thursday, while Eneos slumped 2.5% against a wider market gain of 4.5%.
If the tender is successful, a complicated series of transactions would see Eneos owning 50.1% of Nippo and Goldman the rest, with Goldman’s stake potentially later rising to 75% through preference shares and options.
Oasis previously aired complaints about majority shareholders in Japan steamrolling minority interests, echoing comments from minority investors in Japan over the years.
On Thursday Ota also said that the bidders had received approval from overseas anti-trust regulators.
($1 = 113.0900 yen)
(Reporting by Aaron Sheldrick; Editing by Stephen Coates and Kenneth Maxwell)
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