Ex-Nomura Man in Chicago Goes Hostile at Japan FirmsBy and
Hosomizu takes middle path between friendly, hostile activism
RMB Capital manager intervened in Faith, Nippon Columbia deal
From downtown Chicago, a former Nomura Holdings Inc. salesman is taking activist investing to Japan’s smaller listed firms, betting that Prime Minister Shinzo Abe’s corporate governance overhaul is trickling down to less-covered parts of the market.
Masakazu Hosomizu, who works for the $8.1 billion RMB Capital Management, urges small and microcap stocks with big cash holdings to improve how they use capital and run their businesses. If they ignore him, he goes hostile. He’s fought several public campaigns over the past two years, with mixed success.
There’s nothing strange about Hosomizu’s brand of activism, but it’s rare for a big U.S. money manager to focus on Japanese stocks that are so small they’re barely noticed by analysts. While that’s partly due to Hosomizu’s unusual past, it’s also another sign of how Abe’s rewritten rules for companies and investors have encouraged shareholders to work more closely with executives.
“We are very bullish on the corporate governance changes,” Hosomizu, 41, said in an interview. “We think it’s different this time.”
In June, shareholders of both Faith Inc. and Japan’s oldest record company, Nippon Columbia Co., approved Faith’s offer to buy the remainder of Nippon Columbia through a share exchange. That took effect Aug. 1, after a months-long public fight with Hosomizu that had echoes of the battle by Oasis Management’s Seth Fischer to get a better deal in another parent-child takeover, Panasonic Corp.’s purchase of PanaHome Corp.
RMB Capital, which was one of the largest equity holders in both Faith and Nippon Columbia, started publicly opposing the acquisition terms in April, also citing a low valuation. Hosomizu said issuing new stock below book value wasn’t the best option, especially given Faith’s “large amount of cash.” Proxy adviser Institutional Shareholder Services Inc. also recommended its clients to vote against the takeover.
On May 31, also echoing Oasis’s campaign, RMB made a preliminary proposal to launch a tender offer for Nippon Columbia at a higher price. Nippon Columbia, which had a market value of about $87 million before being taken private, issued a statement opposing the proposal. While Hosomizu’s move and his campaign ultimately had no effect, he says he’s not finished with the investments.
Yasunari Hiroshige, a spokesman for Faith, said the takeover won the support of 91 percent of shareholders. Jun Miyahara, a spokesman for Nippon Columbia, said RMB’s proposal didn’t meet the necessary legal requirements. Faith shares rose 2.4 percent in Tokyo on Wednesday.
“I haven’t decided what action to take next,” Hosomizu said. “I want to watch what moves Faith makes to improve the companies’ value.”
An earlier campaign had more success. In March 2016, Hosomizu publicly opposed a plan by online advertising agency Opt Holding Inc. to move to a governance system where it only had an audit committee, saying that wouldn’t provide sufficient controls on management. Hosomizu argued that the company also needed nomination and remuneration committees, and also criticized Opt’s poison pill and its large holding of treasury shares that hadn’t been retired.
While Opt’s proposal won shareholder approval later that month, the company started to make changes later. In January, it announced it would introduce nomination and remuneration committees. In February, Opt said it would buy back a stake from Dentsu Inc. and would soon retire those shares as well as stock repurchased in the past. Opt didn’t respond to requests for comment. Its shares jumped 5.2 percent on Wednesday.
“About 20 percent of shareholders” voted against the company’s plan at the 2016 shareholder meeting, Hosomizu said. “It’s kind of sizable, so the chief executive officer and founder was surprised to see that kind of change, the support, so they became more open to discussing other things.”
Hosomizu joined Nomura in 1998 after graduating from the University of Tokyo. After a few years selling stocks to individuals in the northern Japanese fishing port of Ishinomaki, he went to the University of Chicago in 2001 on a Nomura scholarship. He then spent two years as an equity salesman for the brokerage in New York before returning to Chicago to join Coghill Capital Management in 2005. When the hedge fund closed in 2013, he moved to RMB Capital.
Hosomizu said he’s confident that Abe’s moves to overhaul Japan Inc. are having an effect even at lesser-known firms. But he declined to disclose the size of his funds or their performance.
“This is really working even among small companies,” he said. “It’s really interesting to see the changes.”