December 3, 2023


Japanese online financial conglomerate SBI Holdings Inc has recently announced that it has raised its stake in SBI Shinsei Bank, a midsize lender, to 53.74% through a tender offer. This strategic move by SBI Holdings is seen as a significant step towards taking the bank private. The completion of the tender offer will enable SBI Shinsei Bank to prepare for its expected delisting, providing more flexibility in returning public funds received in a government bailout two decades ago. This blog post will analyze the implications of SBI Holdings’ increased stake and delve into the future prospects of Shinsei Bank.

SBI Holdings’ tender offer, which concluded on Friday, witnessed an increase of 3.7 points in its stake, bringing it to 53.74%. This move aligns with SBI Holdings’ objective of taking SBI Shinsei Bank private. The decision to delist the bank will provide Shinsei Bank with greater autonomy in handling its affairs and addressing its financial obligations.

The tender offer was initiated at a price of 2,800 yen per share, with a total value of up to 154.2 billion yen. However, the lackluster results of the offer indicate that a majority of minority shareholders were dissatisfied with the price, as they felt it was not fair. Speculations arose regarding the possibility of shareholders demanding a higher offer, as the share price remained above 2,800 yen.

To facilitate the delisting process and assert control over the bank, SBI Holdings aims to squeeze out the remaining minority shareholders, excluding the government. This procedure involves an extraordinary shareholders meeting, where voting on share consolidation will take place. Approval from SBI Holdings and the government, combined with a two-thirds majority vote, is anticipated for the consolidation to be successful.

SBI Holdings, which already owns Japan’s largest online brokerage, an online bank, and an asset manager, envisions becoming the country’s fourth-largest banking group. By increasing its stake in smaller lenders like Shinsei Bank, SBI Holdings is actively working towards establishing a nationwide network. This expansion strategy allows SBI Holdings to leverage its existing financial infrastructure and provide comprehensive services to a broader customer base.

Implications and Future Prospects:

The completion of the tender offer signifies a significant milestone in SBI Holdings’ plan to take SBI Shinsei Bank private. By increasing its stake to 53.74%, SBI Holdings gains more control over the bank’s operations and decision-making processes. This move not only enables SBI Shinsei Bank to consider the delisting process but also provides the opportunity to return 349 billion yen ($2.43 billion) in public funds received during the bank’s bailout.

However, the dissatisfaction expressed by minority shareholders regarding the tender offer price suggests potential legal challenges. Shareholders who believe the offer price undervalues the bank may seek a court appraisal of fair value. This situation highlights the need for regulations addressing coercive behavior by companies during mergers and acquisitions.


SBI Holdings’ increased stake in SBI Shinsei Bank demonstrates its commitment to taking the midsize lender private and expanding its presence in Japan’s financial industry. By gaining majority control, SBI Holdings aims to facilitate the delisting process, allowing Shinsei Bank to operate more independently and return public funds received in the past. The future direction of Shinsei Bank and its ability to address shareholder concerns will be closely monitored, as SBI Holdings works towards its goal of becoming a leading banking group in Japan.

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