By Makiko Yamazaki
TOKYO (Reuters) -A group of investors led by prominent activist Yoshiaki Murakami said it has notified Cosmo Energy Holdings of intentions to increase its stake in the Japanese oil refiner and warned against the use of controversial vote tactics.
The notice comes after Cosmo shareholders last month approved a “poison pill” takeover defence against Murakami in an unconventional vote that excluded the group which owns 20% of Japan’s third-biggest oil refiner.
In a letter of intent to Cosmo dated July 27 and disclosed on Friday, the group said it plans to boost its stake to as much as 24.56%, arguing that management has entrenched itself and left shares of the company undervalued.
The vote last month paved the way for the Cosmo board to implement a poison pill to dilute the activists’ stake if the group buys more shares without following prescribed procedures. The submission of the letter stating the purpose of the purchase is in compliance with the procedures.
Cosmo said in a statement on Friday that the board would ask the group within five business days to submit a list of information to allow it to evaluate its intentions for the additional stake purchase.
If the board does not approve the stake increase, Cosmo will call another shareholder vote on whether to launch the poison pill, although it has yet to decide whether to exclude the Murakami group from the count.
The Murakami group said in the letter that it would request a court injunction against the poison pill if it is approved only when the group is excluded from the count.
The first such vote, adopted by newspaper printing presses manufacturer Tokyo Kikai Seisakusho, was backed by the Supreme court in 2021. The company had excluded its top shareholder who at the time had a stake of about 40%.
The court decision fuelled concerns among governance experts that it could be interpreted as authorising a board to refuse to count the votes of certain unwelcome shareholders in some circumstances.
Shares of Cosmo jumped after the news about Murakami’s potential stake increase, finishing up 3.5%.
(Reporting by Makiko Yamazaki; editing by Robert Birsel and Susan Fenton)