Alps and Alpine are in Breach of the Japanese Corporate Governance Code
Alps and Alpine claim that they have carried out an independent process to determine a "fair" takeover price for Alpine. However, based on our analysis, the takeover price is at a deep discount to the true fair value of Alpine, and their proposed price only benefits Alps and, as such, is a direct transfer of value from Alpine's minority shareholders to the major shareholder, which is not only patently dishonest and unfair, but it is also a clear abuse of the Corporate Governance Code.
Japan's first Corporate Governance Code was established in 2015. Although adherence to the code has been embraced by many corporates, there is still substantial work to be done. We believe it is important that prominent companies such as Alps take a leading role in applying good corporate governance rather than undermining it and, with it, the confidence of all Japanese market shareholders.
Improved corporate governance is good for the Japanese market. It is good for all investors in the market. As such, we believe you should care and help be a part of the efforts to improve corporate behavior.
“Securing the Rights and Equal Treatment of shareholders
...companies should secure effective equal treatment of shareholders.
Given their particular sensitivities, adequate consideration should be given to the issues and concerns of minority shareholders and foreign shareholders for the effective exercise of shareholder rights and effective equal treatment of shareholders”
— Corporate Governance Code in Japan - General Principle 1