Unizo's employee buyout beat a ¥3,100 bid at ¥6,000 — and went bust in 3 years

Unizo Holdings' troubles began in July 2019, when travel agency H.I.S. launched an unsolicited ¥3,100-a-share takeover bid hunting synergies with its travel business. Unizo resisted; foreign funds joined the fray, and the bidding war lifted the price to ¥6,000 a share — nearly double H.I.S.'s offer and triple the pre-bid price of ¥1,990 in about 270 days. In December 2019, employee-funded investment company Chitosea Investment announced an EBO — an employee buyout — raising roughly ¥200 billion from US fund Lone Star, with employees to run the company and jobs protected.

The EBO closed in April 2020 and Unizo delisted that June, as president Tetsushi Ozaki — the ex-Mizuho deputy president famed for leading Mizuho's ¥1 trillion capital raise in 2003 — and the board exited en masse.

Ozaki's own words betrayed the arithmetic: he had let slip that the inflated TOB price meant 'we will have to sell more real estate than initially assumed', and that employees who opposed the EBO would leave, leaving just enough people who 'can feed themselves'. After the buyout, Unizo was forced into wave after wave of asset sales — until even the remaining staff could not be paid. In April 2023, three years after the EBO, Unizo went under with ¥126.2 billion in debt, the year's biggest bankruptcy and a bond default.

The reckoning reached the people who ran it. At an October 24, 2023 creditors' meeting, Unizo — in civil rehabilitation — revealed a lawsuit, led by the court-appointed supervisor using the rehabilitation law's avoidance rights, demanding that four former executives including ex-president Tetsushi Ozaki return over ¥900 million paid after their exits: more than ¥100 million in retirement payments and over ¥800 million in advisor fees paid across roughly a year after delisting. Ozaki and the others indicated they would fight the claim in court.

The 'employee buyout' was financed by about ¥200 billion from US fund Lone Star — employee-led in name, fund- and debt-financed in substance.

The bidding war tripled the takeover price to ¥6,000 against ¥1,990 before the fight began, and the higher price had to be paid for with more asset sales.

Ozaki conceded the miscalculation himself, telling associates the soaring TOB price forced Unizo to sell more property than planned.

While the company slid toward rehabilitation, four departed executives collected over ¥900 million in retirement payouts and advisor fees.

Winning a bidding war by tripling the price is not leadership: an EBO financed at the top of a fight left nothing for the business — or the employees it claimed to protect.

Unizo entered civil rehabilitation in April 2023 with ¥126.2 billion in debt and a defaulted bond. The court-appointed supervisor launched the avoidance-action lawsuit revealed on October 24, 2023, seeking over ¥900 million from Ozaki and three other former executives, who chose to contest it — making the case a test of how much of the EBO-era outflows creditors can claw back.