Japan's Iwatani emerges as Cosmo white knight with $710 mln share buy (updated)

Cosmo Energy Holdings Co

01/12/2023 10:12

(Rewrites with details of share purchase; adds Murakami
statement in paragraphs 9-10, Cosmo statement in paragraph 11)
    By Kantaro  Komiya and Makiko Yamazaki
       TOKYO, Dec 1 (Reuters) - Japanese gas company Iwatani
Corp  8088.T  said on Friday it would buy a stake of about 20%
in Cosmo Energy Holdings  5021.T  from a group of activist
investors, effectively serving as a white knight for the
country's third-biggest oil refiner.
    Iwatani will pay 105.3 billion yen ($710.8 million), or
6,052 yen per share, to raise its stake in Cosmo to 19.93% from
the current 0.07%, and will buy an additional 0.29% subject to
regulatory approval, according to an exchange disclosure.
    The share acquisition marks an end to Cosmo's high-profile
battle with a group led by prominent activist shareholder
Yoshiaki Murakami, which had flagged its intention to raise its
stake to nearly 25%.
    The purchase price represents an 8% premium to Friday's
5,616 yen closing price, which an Iwatani spokesperson said
factored in expected synergies from the partnership between the
two firms.
    Iwatani said the two already cooperate in hydrogen-related
projects and other areas.
    Cosmo had called for a shareholder vote on Dec. 14 to seek
approval for a revised "poison pill" strategy to block
additional share purchases by the Murakami-led group.
    Cosmo Chief Executive Shigeru Yamada had told Reuters last
month that the company could struggle to win shareholder support
for a takeover defence, which certain investors flatly oppose.
    But influential proxy adviser Institutional Shareholder
Services this week recommended that shareholders vote for the
poison pill.
    In a statement issued after Iwatani's Friday announcement,
Murakami-linked fund City Index Eleventh said it had dropped the
plan to buy more Cosmo shares.
    "We hope Iwatani's ownership would accelerate Cosmo's
efforts to further increase shareholder value," it said.
    Cosmo said in a separate statement that it had received a
letter from the Murakami-linked group about its intentions and
would consider how to proceed.
($1 = 148.1400 yen)

 (Reporting by Kantaro Komiya, Makiko Yamazaki and Yuka
Obayashi; Editing by Miral Fahmy and Edmund Klamann)
 ((Kantaro.Komiya@thomsonreuters.com; Twitter: @kantarokomiya;))