Hulic chairman Saburo Nishiura
Japanese real estate giant Hulic on Wednesday completed the tender offer for its JPY 173.5 billion ($1.2 billion) acquisition of Raysum, paving the way for the Tokyo-listed builder controlled by Hong Kong’s Oasis Management to become a Hulic unit next week.
Hulic in September had announced a tender offer for the 36.02 percent of outstanding shares in Raysum not held by fund manager Oasis — totalling 10,382,556 — at JPY 61 billion, or JPY 5,913 a share. The exercise saw the number of tendered shares reach 8,375,371, easily eclipsing the minimum acceptance threshold of 800,300 shares, according to a stock filing.
Hulic plans to acquire the tendered shares and buy out Oasis, led by founder and chief investment officer Seth Fischer, in a separate transaction, with Raysum set to become a consolidated subsidiary of Hulic on 7 November. Oasis had not responded to Mingtiandi’s request for comment by the time of publication.
As Hulic failed to acquire all the outstanding shares through the tender offer, it envisions “a series of procedures” to make Raysum a wholly owned private company.
“The target company stock is currently listed on the standard market of the TSE,” Hulic said. “If the procedures are implemented, the target company stock will be delisted through the prescribed procedures in accordance with the TSE’s delisting criteria.”
Profitable Activism
Hulic’s tender offer represented a 94 percent premium to Raysum’s last trading price of JPY 3,045 before the exercise was announced on 13 September.
Oasis founder and chief investment officer Seth Fischer
Oasis acquired its controlling stake in November 2022 from Raysum founder Takeshi Tanaka for JPY 1,700 a share, with the activist investor pledging at the time to work with management to maximise Raysum’s corporate value. A successful exit would put Oasis in line to more than triple its initial bet made less than two years ago.
Hong Kong-based Oasis invests globally across various strategies with a focus on Asia. The firm made headlines last year when it sued Kaisa Group Holdings to recover $102.3 million in unpaid principal and interest from the defaulted Chinese developer.
Oasis bought its Raysum stake from Tanaka at a near-peak share price after the Japanese executive had stepped down from the board in late 2021 for health reasons and scrapped his original idea to transfer his entire interest to a foundation, according to Smartkarma analyst Travis Lundy.
In its September announcement, Hulic said it was attracted to the value-add know-how and decision-making speed of Raysum, which posted a profit of JPY 21.9 billion for the 12 months ending 30 March on sales of JPY 94.3 billion, up 74 percent and 38 percent respectively from levels two years earlier, with net assets totalling JPY 22.5 billion.
Tokyo Hotel Deal Inked
The tender closing comes as Hulic agreed this week to sell a Tokyo hotel to an investor group led by TPG Angelo Gordon for JPY 106 billion ($691 million).
Together with local player Kenedix, the US investment manager is buying the 882-room Grand Nikko Tokyo Daiba hotel in a deal set to close on 29 November.
Bloomberg reported in August that Hulic had teamed up with US buyout giant KKR to offer $2 billion for a Tokyo skyscraper owned by GIC.
The Singapore sovereign fund began marketing the Shiodome City Center last year after developing the 43-storey tower in 2003 with Mitsui Fudosan. The building is home to the headquarters of All Nippon Airways and tech giant Fujitsu, Bloomberg said.
Also last year, Hulic entered a partnership with Singapore-based Digital Edge to develop a carrier-neutral data centre on the site of a demolished office block in downtown Tokyo.
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