Hibiki Path Advisors, hereafter Hibiki, is an asset management company based in Singapore. Its business has focused in asset management both within Japan and overseas, with long-term, and value-oriented approach. Through the management of customer assets, and as of the end of February 2021, Hibiki has voting rights for around one percent of the shares issued by cocokara fine Holdings, Inc., hereafter cocokara fine.
A press release entitled Matsumotokiyoshi Holdings Co. Ltd. and cocokara fine Inc. Announce a Merger Agreement, hereafter, the press release in question, was issued on February 26, 2021, signed jointly by both cocokara fine and by Matsumotokiyoshi Holdings Co. Ltd., hereafter Matsumotokiyoshi.
Given the current environment of the unprecedented spread of COVID-19 and megatrends that include the difficulties we see in the health insurance system, the exhaustion of hospital capacities, the declining birthrate with aging of Japanese citizens, and the growing needs related to regional medical care, we heartily agree with the fundamental vision of the merger in question, to provide an even higher standard of value-added services to the Japanese people via this industry reorganization in the hopes of it becoming a touchstone for even more benefits.
As minority shareholders in cocokara fine, we believe that Matsumotokiyoshi must apply a management control premium appropriate to both the market share price of cocokara fine based on our analysis of the press release in question. Therefore, we request the boards of directors for both companies to seriously reconsider the share exchange ratio.
The merger in question, as a re-organization, shall require a super majority of “For” vote of shareholders, wherein two-thirds must agree, during the regular General Meeting of Shareholders scheduled for June 29 of this year. We honor the fiduciary duty entrusted to us by the asset owners, and, failing any substantive changes to the share exchange ratio for the merger in question which currently has inappropriately undervalued prices for cocokara fine shares, we will oppose the merger in question. Please visit the link below for our official press release.
10 March 2021
Hibiki Path Advisors Pte. Ltd.
Chief Investment Officer
Yuya Shimizu