Excerpts follow... TOKYO (Nikkei)--As the Pentax Corp. board reached the brink of rejecting Hoya Corp.'s tender offer proposal, outside advisers may have persuaded Pentax's leadership to reconsider in light of the potential backlash from investors.
... The market, which had generally supported the Hoya merger plan, turned against Pentax as of that day. After closing at 800 yen on April 9, Pentax shares finished Tuesday at 759 yen. "Neglect of shareholder interests can be taken only so far," a longtime M&A banker notes. ... But consultations the previous day with Daiwa Securities SMBC Co., Mizuho Securities Co. and multiple overseas investment banks could have planted the seeds for the change of heart. Pentax canceled the scheduled board meeting late Tuesday night. In an abrupt about-face, the firm not only withdrew a resolution opposing the proposed tender offer, but decided to carefully consider the measure. ... Had the Hoya tender offer proposal been rejected on Wednesday as originally planned, Pentax's management would undoubtedly have faced a bleak outcome. Such a development would have meant a complete breakdown of negotiations, opening up the possibility of a hostile bid by Hoya. Institutional investors including Sparx Group Co. (8739) and Fidelity Investment are among Pentax's top shareholders. Given their share price sensitivity, such an unsolicited tender offer was likely to have succeeded, marking the first hostile takeover in Japan. ... Tom C. -- PDML Pentax-Discuss Mail List PDML@pdml.net http://pdml.net/mailman/listinfo/pdml_pdml.net
