Japan Cosmo's 'poison pill' may have failed without uncommon vote

Cosmo Energy Holdings Co

23/06/2023 08:52

TOKYO, June 23 (Reuters) - Cosmo Energy Holdings'
 5021.T  "poison pill" proposal against a prominent activist
investor could have been blocked if the company had not adopted
a controversial voting pattern, details of the vote count
released on Friday showed.
    Shareholders of Japan's third-biggest oil refiner approved
on Thursday a poison pill takeover defence, in a vote that
excluded activist Yoshiaki Murakami group's 20% stake from the
count.
    It marked only the second so-called majority-of-minority
vote on a poison pill in Japan. Such votes prevent specific
shareholders from voting, a practice some governance experts say
could serve as a new weapon against shareholder activism.
    Releasing the vote count in a securities filing, Cosmo said
that 59.54% of its shareholders supported the poison pill.
    A Reuters calculation based on votes cast plus Murakami
group's voting rights, however, showed that the percentage
supporting the poison pill proposal would have dropped to below
50%, and thus causing it to fail.
        Murakami's group, which called for a spin-off of Cosmo's
renewable energy business and a consolidation of its refineries,
said on Friday that the poison pill would have been "effectively
rejected" as the support rate would have been only 45.89% if its
voting rights were counted.
    "The majority-of-minority approval shouldn't have been
authorised," the group said in a statement, repeating its
previous day's criticism of the process.
        An investor relations official at Cosmo, however, said
the assumptions on the vote count would not be accurate because
shareholders' voting behaviour may have changed if the proposal
were not a majority-of-minority vote as some shareholders were
opposed to the concept.
  

 (Reporting by Ritsuko Shimizu, Makiko Yamazaki and Yuka
Obayashi; Editing by Muralikumar Anantharaman)
 ((Makiko.Yamazaki@thomsonreuters.com; +81-3-4563-2805;))