CSK Shareholders Group Formed
CSK Shareholders Group Formed
Questions Whether TOB Adheres to Corporate Governance Standards
Blog Launched
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As background, on February 24, 2011, Sumitomo announced a TOB via Tender Offer together with one of its units to buy a stake in information service company CSK. Sumitomo and its subsidiary, Sumisho Computer Systems Corporation (“SCS”; TSE Code: 9719), intend to conduct the Tender Offer to buy a 64% stake in CSK for JPY 203 per share. Another Sumisho unit, ACA Investments (ACAI), currently holds a 36% stake in CSK.
According to Wikipedia, a “… tender offer is a public, open offer or invitation … by a prospective acquirer to all stockholders of a publicly traded corporation …To induce the shareholders of the target company to sell, the acquirer's offer price usually includes a premium over the current market price of the target company's shares”. However, in this case the Tender Offer to purchase CSK shares for JPY203 is a substantial 40.82% discount below the price of JPY343 per share for publicly traded shares on February 23, 2011.
The proposed TOB raises important Corporate Governance issues for all CSK shareholders. For example, using the market price method, as opposed to a discount, Nikko Securities and Nomura Securities calculated much higher Common Share Price ranges than the Tender Offer share purchase price. Further, why did CSK’s Board of Directors withhold its Opinion of the Reasonableness of the Tender Offer Share Purchase price?
CSKSG will examine the above and other issues, and welcomes comments from CSK shareholders and other interested parties as well, on a newly launched bilingual (J/E) blog: http://ameblo.jp/csktob/
CSK Shareholders Group Secretariat:
Pacific Communicators （パシフィック・コミュニケーターズ）
Thomas R. Zengage（トーマス・R・ゼンゲージ）
TEL 03- 5404 – 8140
携帯TEL 090-4533-5007
Eメール thomas@pacificcommunicators.com
Kana Nakajima (中島 花奈)
TEL: 03-5404-8140 FAX: 03-4496-4199
Eメール nakajima@pacificcommunicators.com