Shinsei Board Member Says Bank Needs to Improve Performance

(Bloomberg) -- Shinsei Bank Ltd. needs to double down on efforts to improve its performance, even if shareholders reject a hostile takeover bid from SBI Holdings Inc., according to a board member of the Japanese lender. 

The brokerage’s $1.1 billion offer has brought attention to Shinsei’s “business model, public money and low valuation,” Jun Makihara said in an interview. “It won’t simply return to the way it was managed before.”

“We shoulder responsibility now to make more efforts to boost the share price,” including by pursuing partnerships, said Makihara, one of five independent directors who sit on Shinsei’s seven-member board. The bank is also open to alliance talks with SBI even if the brokerage withdraws its offer, he said.

SBI and Shinsei have been locked in an escalating tussle over the financial conglomerate’s unsolicited offer to effectively take control of the lender. Shinsei has moved to defend itself from SBI’s advances, saying it would introduce a strategy designed to dilute the suitor’s stake by giving share options to other shareholders, commonly known as a “poison-pill” defense. 

Proxy Advisors

Although such tactics are often criticized by corporate governance advocates for unduly protecting management’s interests, two major proxy advisors -- Institutional Shareholder Services and Glass, Lewis & Co. have backed Shinsei’s proposal. 

“I am very grateful,” Makihara said in an interview. “They acknowledged most of what I explained to them.” 

Shinsei shares ticked 0.3% higher as of 9:19 a.m. in Tokyo Wednesday. The bank has market value of 459 billion yen ($4.1 billion).

Shinsei still owes 350 billion yen ($3.1 billion) of public money, following a 1998 bailout of its predecessor, the Long-Term Credit Bank of Japan Ltd. The government needs to sell its 21.8% stake at about 7,500 yen a share to recoup that amount. SBI offered to pay 2,000 yen per share to raise its stake to about 48% from 20%. Shinsei shares closed at 1,766 yen on Tuesday.

Shinsei will ask shareholders to vote on its defensive measures at an emergency meeting on Nov. 25 that could see Japan’s biggest online brokerage take effective control of the bank. Its independent directors, who carry more weight at Shinsei compared with its local rivals, have spent a month examining SBI’s offer. 

A former Goldman Sachs Group Inc. banker, Makihara said Shinsei’s defense measures aren’t aimed at blocking SBI altogether, but are meant to buy time for shareholders and management to consider various options and to get a better deal from the suitor.

“As a board member, I wish more could have been done, but given interest rates, it’s very difficult to run a Japanese bank,” he said, referring to the lender’s performance in a low-rate environment. 

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