Orbis urges shareholders to reject Tsuruha-Welcia merger
- Orbis Investments opposes the proposed merger between Tsuruha Holdings and Welcia Holdings.
- Concerns from proxy advisory firms have emerged about the merger's impact on minority shareholders.
- Orbis encourages all Tsuruha shareholders to vote against the merger in the upcoming AGM.
In the United Kingdom, on May 12, 2025, Orbis Investments publicly reiterated its opposition to the proposed merger between Tsuruha Holdings Inc. and Welcia Holdings Co., Ltd. Orbis, which controls a 9.7% stake in Tsuruha, highlighted growing concerns from the independent proxy advisory firms Glass Lewis and Institutional Shareholder Services regarding the merger. Both firms recommended that Tsuruha shareholders vote against the merger, prompting Orbis to support this stance by emphasizing the detrimental nature of the proposed transaction on minority shareholders. Orbis argues that the merger allows AEON Co., Ltd. to gain control of Tsuruha through a series of transactions, which ultimately undervalue the company and jeopardize the interests of minority shareholders. The tender offer price of ¥11,400 per share is significantly lower—by nearly 27%—than the ¥15,500 per share AEON paid for a 13% stake in Tsuruha in March 2024. Orbis contends that this situation exemplifies a lack of fair compensation for shareholders and an overall absence of transparency in the proposed merger. Brett Moshal, co-head of the Japan investment team at Orbis, expressed disappointment at the developments, stating that this merger risks the integrity of Japan’s capital markets, particularly in light of ongoing corporate governance reforms. He emphasized the importance of conducting such transactions with fairness and transparency to safeguard shareholder interests. In anticipation of the Annual General Meeting (AGM) scheduled for May 26, 2025, Orbis is actively calling on shareholders to participate in the vote against the merger, highlighting that this is a pivotal opportunity for shareholders to voice their opposition against what they perceive as a transactional approach that favors the interests of AEON over Tsuruha’s shareholders. Orbis’s longstanding commitment to Tsuruha, dating back 25 years, underlines the weight of their opposition and the urgent need for shareholders to critically assess the implications of the proposed merger for the future of Tsuruha Holdings.