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Oasis Management Raises SMS Stake to 26.97%, Puts Board Removals and Delisting on the Table

Oasis Management's SMS holding climbed to 26.97% from 25.93% in a filing that also formalizes proposals on director dismissals, asset sales, a business exit, and a possible delisting or change-of-control transaction, though the filing does not show SMS having agreed to or acted on any of them.

Sep 16, 20262 min readSMS CO.,LTD2175
Illustration of a rising ownership-stake bar chart past a percentage threshold, with stacks of stock certificates and an empty chair holding a removed nameplate, symbolizing an activist investor's growing stake and governance pressure.

Oasis Management Company Ltd, the Cayman Islands-based fund whose representative is general counsel Phillip Meyer, told Japan's Kanto Local Finance Bureau on September 16 that its stake in SMS Co (TSE: 2175), the Tokyo-listed healthcare and nursing-recruitment group, has risen to 26.97% of shares outstanding, up from 25.93% in its previous report. The increase triggered a fresh disclosure requirement under Japan's large shareholding rules, which require an updated filing once a position moves by a percentage point or more; Oasis says the reporting obligation arose on September 9.

The filing puts Oasis's holding at 23,617,200 SMS shares, against 87,561,600 shares outstanding as of June 30. Oasis says it funded the purchases entirely with fund capital, putting cumulative acquisition funding at roughly ¥43.67bn.

The more consequential part of the filing is what Oasis says it has proposed, and intends to keep proposing, to SMS management. Under Japan's large shareholding disclosure rules, holders must flag which categories of "material proposal actions" they are pursuing. Oasis checked seven boxes:

Proposal categories Oasis flagged in its filing
Categories of "material proposal actions" Oasis says it has proposed or plans to propose to SMS within 12 months of September 9, 2026.
Proposal areaWhat the filing covers
Material asset disposal or acquisitionDisposal and acquisition of important company assets
Representative director selection or dismissalSelection and dismissal of representative directors and executive officers
Director appointmentsAppointment of specific individuals as directors
Board composition changesSignificant changes to board composition, including the number and terms of directors
Business transfersTransfer, acquisition or discontinuation of part of the company's business
DelistingRemoval of SMS shares from the Tokyo Stock Exchange
Change-of-control transactionsAcquisitions by third parties resulting in more than half of voting rights held outside the company

Oasis says it has already submitted proposals to SMS covering these matters and plans to submit further proposals across the same list within twelve months of the September 9 reporting date. The fund frames its goal as improving board effectiveness, maintaining and improving corporate governance, raising SMS's corporate value, and increasing shareholder returns for all of the company's shareholders. It says dialogue with SMS already covers business portfolio strategy, the use of AI and data, pricing strategy and board composition.

The filing lists categories of action Oasis may pursue over the next year, not a settled plan or timetable beyond that twelve-month window. SMS has not been shown in this filing to have accepted, rejected or responded to any of the proposals.

What has changed since Oasis's last report is scale and formality. A fund that already held roughly a quarter of SMS's shares has now put a governance-and-transaction agenda on the public record that spans board removals, asset disposals, a business exit and the two most consequential outcomes a listed company can face: delisting or a change of control.