Oasis Says Amended Panasonic Offer for PanaHome Still Unfair

  • Seth Fischer, Oasis CIO, says he will pursue his rights
  • PanaHome, Panasonic say the price offered is appropriate

Oasis Management Co.’s Seth Fischer says his hedge fund won’t tender its shares in Panasonic Corp.’s sweetened offer for its listed subsidiary PanaHome Corp. because the terms are still “unfair.”

Oasis plans to seek a court appraisal of a fair price for the purchase, Fischer, chief investment officer of Oasis, said in an interview in Hong Kong, where the fund is based. Fischer questioned the process for the tender offer, which runs until June 13, saying minority shareholders’ interests haven’t been properly considered. He said Oasis now owns 9.9 percent of PanaHome. Representatives for PanaHome and Panasonic said the price offered by Panasonic is fair.

“I’m not satisfied,” Fischer said. “I’m going to pursue my rights.”

Oasis is PanaHome’s second-biggest shareholder after Panasonic, according to data compiled by Bloomberg based on the latest regulatory filings available. Panasonic altered the terms of its offer for the home builder in April, switching from a share exchange to a tender offer at 1,200 yen per share, after Oasis said the previously agreed deal was at a “cheap price.” Oasis received a valuation opinion that PanaHome is worth 1,954 yen per share.

“I don’t think they need to pay” that amount, Fischer said. “But I do think that the current price is not appropriate.”

The premium offered is better than in comparable cases, PanaHome spokesman Katsuhiko Izutsu said by email. “We think it will benefit minority shareholders.”

Both companies took appropriate steps to ensure that the deal is fair, Kyoko Ishii, a spokeswoman for Panasonic, said by email. “We agreed a price that gives maximum consideration to PanaHome’s minority shareholders.”

PanaHome fell 0.1 percent to 1,198 yen per share in Tokyo on Monday, slightly below Panasonic’s offer. Panasonic gained 0.6 percent.

PanaHome said last month that it received a counter offer from Oasis for 1,300 yen per share, but that Panasonic’s proposal is superior given the synergies that could be expected. PanaHome also voiced concern about a lack of specifics in Oasis’s proposal and about Oasis’s knowledge of PanaHome’s businesses at home and abroad.

“I think we understand the business,” Fischer said. “There’s no doubt they understand the business better. In this whole case, I don’t argue that Panasonic might be a better acquirer for them. Might, right? Just do it at a fair price. That’s all I’m saying.”

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