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In a statement dated Nov. 7, ISS said the takeover defence was warranted partly because Shinsei Bank “appears to try to leverage the pill as a tool of negotiation with SBI Holdings to extract better terms by attaching two reasonable conditions, from which shareholders should benefit.”
Recommendations from ISS and Glass Lewis typically impact how foreign investors vote. Such investors account for nearly 30% of Shinsei’s registered shareholders.
Mid-sized bank Shinsei opposed SBI’s approach last month, saying that the offer could hurt interests of minority shareholders and that the offer price was too low. SBI, which owns an online brokerage and a bank, holds around 20% of Shinsei and wants to raise that to up to 48%.
SBI, which has said it can overhaul the mid-sized lender, has promised to make every effort to repay the 350 billion yen ($3.09 billion) in public money Shinsei received during a banking crisis two decades ago.
On Friday, Glass Lewis said SBI had offered investors “no meaningful plan to address this issue”.
Shinsei’s shares were down almost 3% in Monday morning trading, compared with a 0.2% decline in the benchmark Nikkei index.
($1 = 113.3500 yen)
