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Monday, June 5, 2006

JAPANESE PERSPECTIVES

A sleuth's Marple-lous take on takeover bids


In the novel "A Caribbean Mystery," Miss Marple asks Mr. Rafiel about takeover bids. She sounds like someone who is talking about a word in a foreign language.

Miss Marple is of course Miss Jane Marple, the gentlewoman sleuth created by Agatha Christie, whose mighty crime writing pen has given birth to several fascinating solvers of mysteries and conundrums.

On this particular occasion, the deceptively fluffy senior citizen takes on a serial killer in the West Indies. Mr. Rafiel, to whom her words are addressed, is also a senior citizen. But he is also a cunning and fabulously rich financier who loves making money by his wits.

"A Caribbean Mystery" was first published in 1964. Some forty years on, however, the concept of takeover bids remains something of an alien notion to the Japanese, gentlewomen or otherwise.

But not any longer. The newspapers here have been chock full of stories about takeover bids these past few days, especially those concerning the public tender offer made by Hankyu Holdings Inc. for the stock of Hanshin Electric Railway Company.

Hankyu Holdings, the holding company of the railway operator Hankyu Corp., is looking to acquire at least 45 percent of Hanshin's shares, with a view to turning Hanshin into a wholly owned subsidiary. If the deal goes through, it will constitute the biggest postwar rail merger in Japan.

The takeover bid on this occasion is a friendly one. However, this is not to say that the two railway companies have ever been actual friends in any convincing sense of the word. Arch rivals is much more like it, really. Yet they chose to throw themselves into each other's arms. For this, they have Yoshiaki Murakami, the investment fund operator, to thank.

Murakami, who over past months has acquired some 47 percent of Hanshin's shares, started to work toward majority representation on Hanshin's board. This was the move that gave the Hankyu-Hanshin merger idea the final push. With so much at stake, yesterday's foe is today's friend, and the enemy of an enemy is a welcome ally.

Meanwhile, Murakami himself has become the focal point of allegations concerning possible insider trading in yet another TOB affair. This is in connection with Takafumi Horie, the disgraced former president of Livedoor Co. and his attempt to seize control of Nippon Broadcasting Corp. This breaking news of doubts over Murakami's financial dealings is rapidly superseding the Hankyu-Hanshin saga as front page material.

So what would the eminently sensible Miss Marple make of the whole situation? Miss Marple is very good at finding parallels between the inhabitants of her village St. Mary Mead and the many people she encounters during the course of her crime-solving endeavors.

No doubt she will see in Murakami the young, upstart villager, full of scorn for the conventional types who dominate local business dealings.

As for the Hankyu-Hanshin duo, they might very well remind her of two village squires forever jostling for dominance until a third party descends upon them from foreign parts and threatens to undermine their authority. In that instant, the two rivals would turn into staunch allies.

Having thus discovered the parallels, Miss Marple might then go on to observe that the defiant young villager proved too clever for his own good and ended up making a lot of enemies and not much else. She might also murmur that marriages of convenience involve so much energy for so little gain, and are very difficult things to hold together anyway.

She would be right of course. She always is.

Noriko Hama is an economist and a professor at Doshisha University Graduate School of Business.


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