Orbis Statement on Proposed Merger Between Tsuruha and Welcia and Proposed Tender Offer by Aeon

LONDON--(BUSINESS WIRE)--Apr 12, 2025--
Orbis Investments (' Orbis ') is a global investment group founded in 1989. We are a significant investor in Japanese listed companies, and have been a shareholder in Tsuruha Holdings Inc. (' Tsuruha ') since 2000. As at 28 February 2025 1, funds and mandates managed by Orbis held 9.7% of Tsuruha's outstanding issued share capital.
As a long-term investor, Orbis seeks to engage in constructive dialogue with investee companies on matters of concern, consistent with Principle 4 of Japan's Stewardship Code. Where such concerns persist, we may share them publicly if we believe doing so furthers the interests of our clients.
Orbis notes with concern the announcement by Tsuruha of 11 April 2025 regarding the proposed tripartite 'Capital and Business Alliance' between Tsuruha, Aeon Co., Ltd (' AEON '), and Welcia Holdings Co, Ltd (' Welcia '), which comprises a proposed share-for-share merger between Tsuruha and Welcia (the ' Merger '), followed by a tender offer by AEON for shares of the merged entity (the ' Tender Offer ').
Orbis opposes these transactions based on its belief that the proposed terms of each of the Merger and the Tender Offer undervalue Tsuruha and fail to provide a sufficient control premium.
The Merger:
In Orbis' view, the proposed Merger substantially undervalues Tsuruha given that Tsuruha:
The Tender Offer:
In Orbis' view, AEON acquiring only 11.9% in December 2025 to obtain a bare minimum 50.9% controlling position is deeply concerning:
Orbis believes that AEON should offer to buy 100% of the merged Tsuruha entity for cash at a price greater than the ¥15,500 per share AEON paid for Oasis' 13.41% stake in Tsuruha to reflect a control premium.
Orbis calls upon Tsuruha shareholders to reject the proposed Merger at the 26 May AGM, and on Tsuruha's board to allow other interested parties to offer a higher price, accompanied by the opportunity to conduct full due diligence to support their potential bids. Indeed, we believe that a fair price to take control of Tsuruha is likely to be in excess of ¥15,500 per share, and could be around ¥20,000 per share.
Orbis urges Tsuruha, Welcia and AEON to treat all shareholders fairly, and submits that doing so is essential to protect the public interest in maintaining confidence in the efficiency, fairness and integrity of capital markets.
1 The record date for the purpose of Tsuruha shareholders' entitlement to vote on the Merger.
View source version on businesswire.com:https://www.businesswire.com/news/home/20250411005584/en/
CONTACT: If you have any questions regarding the contents of this press release, please contact:
Investor Contact:
John Christy
Orbis Investments
+1 778-222-0754
[email protected]
Media Contact:
Steve Schaefer
Hewes Communications
+1 212-207-9456
[email protected]
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SOURCE: Orbis Investments
Copyright Business Wire 2025.
PUB: 04/12/2025 04:12 PM/DISC: 04/12/2025 04:12 PM
http://www.businesswire.com/news/home/20250411005584/en

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