Fuji Television announced on the 8th that its tender offer (TOB) for shares in Nippon Broadcasting System had secured 36.47% of the outstanding shares, or approximately 11.96 million shares. Because its voting rights now exceed the threshold whose denominator is 3 and numerator is 1, it can single-handedly reject important management matters that require a special resolution of the shareholders’ meeting, such as amendments to the articles of incorporation or a merger.
(Asahi.com 05-03-08 9:00)
This was the result of acquiring, from 285 shareholders, 7.89 million6354 shares.
Livedoor controls more than 45% of Nippon Broadcasting System’s shares, but this now means:
(1) It can no longer exert influence over Fuji Television
(under the provisions of the Commercial Code)
(2) It can no longer do as it pleases with Nippon Broadcasting System either
(3) The top 2 shareholders now hold more than 80% of Nippon Broadcasting System’s shares,
causing it to fall under the delisting criteria.
Looking ahead, the following scenarios are conceivable:
(1) Delisting causes the share price to fall → Livedoor records an extraordinary loss
If there is no point in continuing to hold the shares, Livedoor will
ultimately sell them. Fuji may buy them up and
eventually acquire more than 50%.
(2) The issuance of new shares will probably be enjoined,
but Livedoor will be required to post an enormous security deposit, making it difficult to act
(3) Because of the MSCB, Livedoor submits to Lehman
These are among the possibilities.
As of 9:19:
Nippon Broadcasting System: ¥6,380 (¥-220)
Livedoor: ¥318 (¥-6)
Fuji Television: 231,000 (¥1,000)
(Source) Yahoo! Finance
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