Activist Aya Nomura to Score ¥10B Payout as SBI Shinsei Preps IPO

Aya Nomura, one of Japan's most prominent activist investors, is set to receive a ¥10 billion ($64 million) payout from SBI Holdings Inc. as SBI Shinsei Bank Ltd. prepares to list on the stock market. The payment, detailed in the Japanese-language prospectus, is contingent on certain conditions tied to the bank's initial public offering. The move has drawn attention amid a broader debate over the valuation of the privatization deal earlier this year.

The payout stems from an agreement reached in January, when Nomura sold her stake in SBI Shinsei to the parent company.

The deal occurred after a contentious 2023 tender offer that saw SBI Holdings acquire shares at ¥2,800 apiece, a price some global investors found low. The lender's internal special committee had reportedly recommended a higher price of ¥3,000 or more.

Nomura's stake was previously held by S-Grant Co., an activist fund linked to her father, Yoshiaki Murakami. S-Grant acquired more than 18 million shares at the tender offer price in September 2023, according to a regulatory filing. Later, the fund sold part of its holdings to SBI Holdings at a higher price of ¥3,200 per share, and the remaining stake was transferred to Nomura before being sold in January for a total of ¥47 billion.

A Windfall Amid Legal and Market Disputes

The final price per share that Aya Nomura received was ¥3,500, according to Bloomberg calculations. This is significantly higher than the ¥2,800 tender offer price, meaning she received an additional ¥9.3 billion compared to if she had sold at the initial offer. The payout structure, however, is not disclosed in the English-language prospectus, which has raised questions about transparency for international investors according to Bloomberg.

SBI Holdings did not provide further details about the conditions that would trigger the additional cash payment to Nomura. The parent company also emphasized that the bank itself bears no liability for the payment. Both SBI Holdings and SBI Shinsei have declined to comment beyond what is stated in the prospectus according to Bloomberg.

The tender offer has already sparked legal challenges, with investors such as Citadel and Norges Bank filing court documents arguing that the price was unjust. SBI Holdings maintains that the final valuation was in line with market conditions at the time according to Bloomberg.

SBI Shinsei's IPO and Market Reactions

SBI Shinsei is scheduled to begin trading on December 17, 2025, following a ¥322 billion IPO - the second-largest in Japan this year. The offering attracted both domestic and international investors, including Norinchukin Bank, KKR & Co., M&G Investment Management, Qatar Investment Authority, and BlackRock according to Bloomberg.

The IPO marks a significant milestone for SBI Holdings, which has also been expanding its presence in cross-border payments. The company has leveraged XRP, the digital asset issued by Ripple, through its subsidiary SBI Remit. This technology enables fast, low-cost remittances from Japan to countries like the Philippines and Vietnam according to CoinPaper.

Major financial institutions, including Santander and Bank of America, have also shown interest in XRP-based solutions for cross-border settlements. Ripple's technology is being tested for its ability to cut settlement times from days to seconds while reducing fees and operational complexity according to CoinPaper.

What This Means for Investors

Aya Nomura's potential payout highlights the growing influence of activist investors in Japanese financial markets. Her father, Yoshiaki Murakami, has been a key figure in shaping corporate governance strategies in Japan, often using stake sales and legal strategies to influence company outcomes according to Bloomberg.

For investors, the SBI Shinsei listing offers insights into how activist strategies can yield substantial returns, even amid regulatory and legal challenges. The IPO's success could also signal broader confidence in Japan's financial sector, particularly as cross-border payment technologies gain traction.

Meanwhile, the use of XRP by traditional financial institutions marks a broader trend of blockchain adoption in global finance. As Ripple's technology moves beyond speculative trading and into institutional use cases, it could reshape how banks manage liquidity and settlement processes according to CoinPaper.

With SBI Shinsei's public debut approaching, the market will be watching closely to see how the IPO performs and whether the company can maintain its growth trajectory in a competitive and evolving financial landscape.