Tohokushinsha, a major Japanese video production company, has rejected a takeover bid from Singapore-based investment firm 3D Investment Partners. The proposal aimed to take Tohokushinsha private through a tender offer, with plans to acquire shares from minority shareholders, delist the company, and implement management reforms. However, Tohokushinsha’s controlling shareholder, Uemura Hisako, who holds the majority of shares along with her relatives, expressed no intention of selling, effectively blocking the bid.
A special committee of outside directors, independent of the current management and shareholders, reviewed the proposal. They raised doubts about the feasibility of the tender offer without the controlling shareholder’s participation, casting doubt on 3D’s ability to achieve the necessary 50.1% ownership.
Additionally, the committee questioned 3D’s plans to enhance corporate value, citing potential conflicts with existing advertising agency relationships and unclear strategies for expanding into international film and drama production. While 3D has suggested the possibility of raising its purchase price, it remains uncertain whether this would persuade the controlling shareholders to reconsider.
As a result, 3D may need to decide between withdrawing its offer or pursuing management reforms as a significant minority shareholder. Given the resistance, a hostile takeover attempt seems unlikely to succeed.
