Oasis Welcomes Significant SHiDAX Decision Affirming the Need for Substantive Fairness in Japanese M&A

HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. ("Oasis") welcomes the Tokyo District Court's decision, delivered on July 23, 2026, determining a higher fair value for shares of SHiDAX Corporation ("SHiDAX"), in a share purchase price determination proceeding brought by funds managed by Oasis following SHiDAX's going private transaction completed in 2024. The Court found that the JPY 800 tender offer price could not be treated as fair and instead set the fair price at JPY 950 per share.

Oasis understands that the SHiDAX decision follows the FamilyMart proceedings, also brought by funds managed by Oasis, and represents the second case in Japan in which a court has rejected the sufficiency of fairness measures in a two-step going-private transaction after closely examining the substance of the special committee’s review and negotiations. As in FamilyMart, the SHiDAX decision focused on whether the special committee established to review and negotiate the transaction had acted independently and had, in substance, protected the best interests of minority shareholders.

The decision reinforces a principle Oasis has long advocated: measures designed to ensure fairness must be effective in substance, particularly in transactions involving structural conflicts of interest, including the MBOs and controlling-shareholder transactions addressed in METI’s Fair M&A Guidelines. The mere existence of a special committee, a third-party valuation or other procedural safeguards is not enough; those measures must function effectively in practice. The Court found, among other deficiencies, that the special committee relied heavily on advisers selected by SHiDAX, lacked an independent negotiating strategy and failed to meaningfully challenge management’s explanations. In such circumstances, procedural measures cannot be said to have ensured a fair process merely because they were formally in place.

The decision also underscores the role a special committee is meant to play. A special committee is not established to protect management, a controlling shareholder or another conflicted acquirer. Nor should it serve as a mechanism to legitimize a transaction whose outcome has already been determined. Its role is to conduct an independent review and negotiation from the perspective of minority shareholders: to critically assess the positions of the company and the acquirer, rigorously scrutinize the business plan and valuation assumptions, identify and use available negotiating leverage, and seek the best terms reasonably achievable. The SHiDAX decision implies a similar view.

Seth Fischer, founder and Chief Investment Officer of Oasis, said:

"This decision is an important victory for minority shareholders and for confidence in Japan's capital markets. It confirms that a special committee's purpose is not to protect management, a controlling shareholder, or another conflicted acquirer, and not to validate a transaction that has already been decided, but to protect the interests of minority shareholders.

That requires genuine independence, rigorous scrutiny of management's assumptions, informed use of negotiating leverage, and a willingness to say no when the terms are not fair. FamilyMart established the principle; SHiDAX reinforces it. Japanese boards and their advisers should now be in no doubt that fairness must be real in substance, not merely documented in process."

Oasis remains committed to advocating for fairness for all shareholders, strengthening the protection of minority shareholders, and improving corporate governance and M&A practices in Japan.

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Oasis is not in any way soliciting or requesting shareholders to jointly exercise their voting rights together with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as “Joint Holders” under the Japanese large shareholding disclosure rules, and they must file a notification of their aggregate share ownership with the relevant Japanese authority for public disclosure. Oasis disclaims any intention to be treated as a Joint Holder and/or a Specially Related Person with any other shareholder under the Japanese Financial Instruments and Exchange Act (“FIEA”) by virtue of the expression of views and opinions and/or any engagement with shareholders and other third parties in or through this document, any public statements or any other information or materials created and/or published by Oasis (whether written or oral, and regardless of medium). Oasis has no intention to receive any power to represent other shareholders in relation to the exercise of their voting rights. This document exclusively represents the opinions, interpretations, and estimates of Oasis. Oasis is expressing such opinions solely in its capacity as an investment advisor to the Oasis funds. Oasis and/or the investment funds it advises hold, and may in the future hold, investments in the company referenced in this document. Accordingly, the views and opinions expressed in this document should not be regarded as impartial. Nothing in this document should be taken as any indication of Oasis’s current or future trading, voting or other intentions which may change at any time. Nothing stated herein is intended to be or should be construed as a proposal for the purposes of paragraph 1 of Article 14-8-2 of the Order for Enforcement of the FIEA (Cabinet Order No 321 of 1965), as amended by Cabinet Order No 247 of 4 July 2025 or otherwise, unless otherwise expressly indicated. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.