Littlepond Inc., the asset-management company that holds Oricon Inc. founder Koh Koike's family stock, will not sell its 31.16% stake into the tender offer for the Tokyo-listed ratings group, even as Koike tenders his own smaller personal holding in full. An amended large shareholding report filed with the Kanto Local Finance Bureau on July 7 lays out a revised agreement for how Littlepond gets paid instead.
Littlepond holds 4,712,700 Oricon shares, worth 31.16% of the company's 15,123,200 shares outstanding. Koike's personal stake is 71,700 shares, or 0.47%, held separately and covered by a tender agreement he signed on May 28. Combined, the two filers control 31.64% of Oricon.
The new agreement, dated June 30, replaces one Littlepond struck with bidder Media Co., Ltd. on May 28, after Media Co. changed the terms of its tender offer. Littlepond has agreed to vote in favour of a share consolidation at an extraordinary Oricon shareholders' meeting if the tender offer succeeds, and not to tender its own stake unless the parties agree otherwise in writing. Oricon would then raise capital through a third-party share allotment and cut its capital reserves to fund a buyback of Littlepond's shares as treasury stock.
The payment has a twist. Part of what Oricon owes Littlepond for the buyback will stay unpaid at closing. That debt passes from Oricon to Media Co., then from Media Co. to its parent, Technology Co., Ltd. Littlepond will contribute its claim on that debt in kind to a share allotment by Technology Co., converting the deferred portion of its payout into equity of the bidder's parent rather than cash. At the same time, Littlepond and Media Co. will sign a shareholders' agreement with Marunouchi Capital No. 3 Investment LPS.
| Filer | Stake | Shares | Note |
|---|---|---|---|
| Littlepond Inc. | 31.16% | 4,712,700 | Founder's holding company; will not tender |
| Koh Koike (individual) | 0.47% | 71,700 | Personal stake; tendering in full |
| Littlepond + Koike combined | 31.64% | 4,784,400 | Joint filing total |
| Nomura Securities Co. | 1.44% | 218,281 | Held as trading inventory |
| Nomura International PLC | 3.58% | 541,700 | Held as trading inventory |
| Nomura joint total | 5.03% | 759,981 | Crossed 5% disclosure threshold |
Separately on the same day, Nomura Securities Co. and its London affiliate, Nomura International PLC, jointly disclosed a 5.03% stake in Oricon, or 759,981 shares, as of June 30. Nomura Securities held 1.44% and Nomura International PLC held 3.58%; both filings describe the shares as trading inventory tied to their securities businesses rather than an investment position.
The new Littlepond agreement also formally cancels the original May 28 deal, tidying up terms Media Co. had already revised once since launching its bid for Oricon.