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October 2026 edition · Methodology GNT-BDS v1.1.1 · Last updated 2026-10-23日本語 / English
Japan IR IndexIndependent research · English disclosure & shareholder communication

Questions shareholders ask at the AGM 10

The economics of M&A and disposals

Acquisitions and disposals tend to be announced in the language of strategy, but shareholders want numbers. How much are you paying (or receiving), what return do you expect over how many years, and at what price will you walk away? When past acquisitions have earned little, that alone becomes a reason for a shareholder proposal.

Published 19 October 2026; sources re-checked 24 October 2026. Vote figures come from extraordinary reports and company disclosures.

The questions as asked

The medical and pharmaceutical business the president led has earned little on heavy investment, taken repeated impairments and destroyed value.

Summary of the reasons for Taiyo Holdings' (4626) 2025 shareholder proposals (Oasis Japan Strategic Fund).

Will you raise the price again, or extend the offer period?

The question MinebeaMitsumi (6479) says it received many times from the media during its 2025 tender offer for Shibaura Electronics.

What an answer needs to contain

  1. The price and its basis: the purchase (or sale) price, the premium and the valuation multiples. If undisclosed, why.
  2. The expected return: return on invested capital (ROIC) against the cost of capital, and how many years to get there.F7
  3. Synergies: amounts and timing.
  4. A walk-away price: the most you will pay.
  5. Tracking afterwards: profit and ROIC for the business, and any impairment, every period.F5
  6. For a disposal: the gain, the effect on capital efficiency, and the use of proceeds.S1
  7. In English, on the same day.R3

Case: Taiyo Holdings (4626), 2025: returns on past acquisitions

In its rebuttal the board acknowledged as "a fact" that ROIC in the medical and pharmaceutical business is lower than in electronics. It then argued that goodwill from acquisitions and business transfers, and the different maturity of the business, make a simple comparison unfair, and that in some years the business's EBITDA margin exceeded the group's.

What the answer covered

  • Admitted the low ROIC and offered other measures (goodwill, EBITDA margin).

What it left unanswered

  • No ROIC figure for the medical and pharmaceutical business, no date by which it would exceed the cost of capital, and no criteria for exiting or selling.

At the AGM the president's re-election failed (theme 05), and in March 2026 the board backed a tender offer by KKR.

Case: MinebeaMitsumi (6479), 2025: a buyer that named its ceiling

In the contest for Shibaura Electronics, on 22 August 2025, the day the rival YAGEO offered ¥6,635, MinebeaMitsumi stated, in English as well, that ¥6,200 was "reasonable and the maximum possible price" and that it would not change it. Its reasons were the rival's delayed foreign-exchange clearance, giving Shibaura's shareholders a quick and certain chance to sell, and focusing on realising synergies for its own shareholders. Its offer failed on 11 September when tenders fell short of the minimum.

What the answer covered

  • Told its own shareholders its maximum price and why it would pay no more, in English on the day of the decision (R3 = 5).

What it left unanswered

  • No basis for the ¥6,200 ceiling (expected synergies, expected ROIC) was given.

From the capital-allocation monitor

The Japan IR Index capital-allocation monitor records, for announced transactions, the facts disclosed and the questions likely to come next. The questions are analysts' suggestions.

THK (6481): disposal

Price not disclosed

In February 2026 THK decided to transfer the shares and receivables of its automotive and transportation subsidiaries, and confirmed completion on 1 June. It did not disclose the price, citing transaction confidentiality. The English notices were published the same day.

Suggested questions: How does the disposal change invested capital and recurring returns by business? How did the board compare it with keeping or restructuring the business?

santec (6777): acquisition

100% of the shares

In May 2025 santec agreed to acquire all shares of MOGLabs, which makes instruments for quantum technology, and completed the deal in July (35 employees). There are English news releases, but no English results presentations (S2 = not found).

Suggested questions: What return is management underwriting for this acquisition? What would make it slow, redirect or return the capital?

Sources