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Oasis Lifts SMS Stake to 22.38% and Puts Board Changes, Asset Sales and Delisting on the Table

Oasis Management's stake in SMS CO.,LTD has climbed to 22.38%, and the fund says it has already proposed director changes, asset sales and a possible delisting, while keeping open the option to buy more than 5% more stock within three months if the price looks cheap.

Sep 1, 20263 min read
Abstract chart showing a shareholding percentage bar rising past a threshold line next to a simplified stock ticker strip.

Oasis Management Company Ltd., the Cayman Islands-based fund, told Japan's Kanto Local Finance Bureau on September 1 that its stake in SMS CO.,LTD, the Tokyo-listed healthcare and elderly-care staffing group trading as ticker 2175, has risen to 22.38%, from 21.34% in its previous large-shareholding report. The stake now stands at 19,595,500 shares of the 87,561,600 shares outstanding, and the increase crossed the one-percentage-point threshold that triggers fresh disclosure on August 25. Oasis funded the buying entirely from fund money, putting ¥33.66bn into the position with no borrowing, according to the filing.

The filing is notable less for the stake size than for what Oasis says it is already doing with it. The fund states it has begun dialogue with SMS management on business portfolio strategy, use of AI and data, pricing strategy and board composition, and that it has already made proposals to the company covering the disposal or acquisition of important assets, the selection and dismissal of representative directors, the appointment of specific officers, material changes to the composition of the board, partial transfer or discontinuation of business lines, delisting from the stock exchange, and any acquisition by a third party that would hand over majority voting control. Oasis frames the goal as improving board effectiveness, maintaining and improving governance, raising corporate value, protecting customers, suppliers, employees, lenders and shareholders, and increasing shareholder returns for all of SMS's holders. The filing also states Oasis plans to make further proposals on the same list of items over the next 12 months, meaning the current round of proposals is not necessarily the last.

None of this means SMS has agreed to anything. The filing is a disclosure of Oasis's stated intent and proposal rights, not a record of board decisions, and the company has not indicated in this filing how it plans to respond.

Oasis also disclosed room to keep buying. As of the reporting date, it planned to raise its stake by more than five percentage points through market and off-market trades, but said the move depends on the SMS share price trading at a level Oasis considers undervalued, plus other unspecified conditions. Price, volume and timing remain under review, the fund said, and executing the increase may require notification to or approval from regulators. Oasis expects to act within three months of the August 25 reporting-obligation date, but says the purchase could slip beyond that window depending on those same conditions.

The filing's 60-day trading log shows Oasis buying SMS shares on the open market almost daily between June 30 and August 25, in lots ranging from roughly 59,000 to 130,000 shares a session, a steady accumulation pattern rather than a single large purchase. The filing was submitted by Oasis alone, with no joint holders listed.