Accepting Unison Capital’s tender offer and leaving the Tokyo Stock Exchange (2008)

The question of whose umbrella to fight under

Read this going-private as nothing more than a buyout by an investment fund and you miss its spine. The largest reason Sushiro let go of the listing was to avoid being swallowed into the merger with Kappa Sushi that its largest shareholder, Zensho, had drawn up — a “number one and number two alliance” that would have bound the market together by scale. To protect its own way of working — a cost ratio of 50% and preparation done inside the store, both rooted in its sushi-chef origins — it chose a move in capital instead: to team up with Unison Capital and swap out its controlling shareholder. That, it appears, is where the core of this decision lies.

The price of independence, though, was that the company handed its own shares over as a fund’s possession. What waited for it after it left the market was a succession of backers — Unison giving way to Permira — and years in which management was tied to an investor’s timetable for recovering its money. Even so, being free of quarterly disclosure let it pour resources into openings and store improvement, and that led on to the relisting and to first place in conveyor-belt sushi. Choosing afresh whose umbrella to fight under can itself be a management decision; Sushiro’s going-private can be read as one instance of that.