TOKYO : Cosmo Energy Holdings’ “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 per cent 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 per cent 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 per cent, 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 per cent 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.
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