The desperately convoluted deal between the stock exchange groups of Tokyo and Osaka is an amusing distraction from general market gloom. But it is little more than that. Despite some vague talk on Tuesday about global consolidation, both sides have left it far too late to influence much. By the time this deal is done – January 2013 at the earliest – more nimble competitors may be distant specks on the horizon.
Tokyo has sat on its haunches since demutualisation a decade ago. A proposed listing in 2002 came to nothing. Neither did the OSE’s stock market debut in 2004 herald any great strategic positioning. Instead, both operators got big in their own backyards. While the TSE styled itself as proud protector of non-bank financing for Japan Inc, the OSE chased Jasdaq and derivatives. Hence, the inelegant compromises in the 35-page agreement. The two presidents are even adopting the English-language titles of “chief executive” and “chief operating officer”, rather than admit that one of them is shacho (the boss), and the other fuku-shacho (his deputy).
After nine months of very open negotiations, there is an air of inevitability about the deal’s consummation. Still, shareholders in the OSE – about 60 per cent of them foreign institutions – are entitled to grumble that the 14 per cent cash premium for between half and two-thirds of their shares is hardly compelling. Neither does the subsequent reverse merger ratio, valuing the TSE’s equity at about 1.7 times the OSE’s, seem very fair on a company with more stable earnings, identicalnet income in the second quarter, and a more defendable core business (with little prompting from regulators, Tokyo’s share of Nikkei 225 turnover has dwindled to about 80 per cent). However, the non-solicit clause makes alternative proposals unlikely. Which overseas operator wants to belong to a club like this?