October 9, 2019 / 6:41 AM / 2 months ago

Top shareholder in Japan's Unizo wants explanation after $1.3 billion U-turn

TOKYO (Reuters) - The top shareholder in Japan’s Unizo Holdings (3258.T) on Wednesday pressed the hotel chain to explain its sudden withdrawal of support for a $1.3 billion buyout, breaking its silence over concerns about disclosure and governance.

Unizo originally welcomed the “white knight” bid from SoftBank-backed (9984.T) Fortress Investment Group but later back-tracked. The Fortress bid followed an earlier, hostile one from travel agency H.I.S. Co (9603.T), giving investors the impression that Unizo had wooed, and then jilted, the white-knight suitor.

Elliott Management, the U.S. activist fund, ended weeks of public silence to ask Unizo’s board to address its concerns about disclosure.

Previously a relatively obscure hotelier, Unizo is now being seen by foreign investors as a prominent battleground amid Prime Minister Shinzo Abe’s push for greater transparency and reform.

“We are highly concerned about the lack of disclosure and the risk of conflicts of interest that have appeared in Unizo’s handling to date of the tender offer bids,” Elliott, which owns 13.14% of Unizo, said in a letter to the board which it released to the press.

“No answers, or answers that do not directly address shareholders’ concerns, will only deepen the misgivings that shareholders are starting to have,” Elliott said.

A Unizo spokeswoman said the company had received the letter but had not decided upon a response.

Elliott also asked why Unizo had failed to earlier disclose a proposal to Fortress that would see the creation of an “employee share ownership management committee” entity that would hold Unizo shares and exert veto rights over director appointments, dividend policy and other issues.

Fortress has said that Unizo proposed to raise 98.2 billion yen ($913 million) by selling its U.S. property assets. The money would then be used by the Unizo-created entity to buy back the shares from Fortress after the tender offer.

Elliott asked why the plan was not mentioned in disclosure documents and said it “entails an extremely high risk of conflicts of interest.”

Reporting by Junko Fujita; Editing by David Dolan and Elaine Hardcastle

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