Toshiba investors will force the board to consider the PE offer


Toshiba may be forced to consider any private equity-led takeover offers in the coming months because activist investors have exerted more control on the board after the so-called “game-changing” power display.

Three of Toshiba’s 20 largest investors told the Financial Times that they believed that events in recent days, including the resignation of the chairman of the board of directors, gave activists unprecedented control over the composition of the company’s next board of directors. Because it is looking for candidates to fill five suddenly filled vacancies-vacant seats.

Although Toshiba has not received any formal or binding acquisition proposals from private equity or other strategic buyers, several of the world’s largest private equity funds told the Financial Times that if they can confirm the approval of the Japanese government, they Will be interested-the Japanese government takes a wait-and-see attitude toward Toshiba’s nuclear and defense businesses. Companies are important national assets.

Several Toshiba investors said they believe that there are differences within the Japanese government, and one faction is open to the idea of ​​allowing companies to be privatized.

This Remove Chang Shan Xiu As the chairman of Toshiba’s board of directors, at last week’s annual general meeting, the industrial group went through a period of intense turbulence. Independent report This shows that the company is colluding with the government to suppress rights activists.

Nagayama only got the support of 43.7% of shareholders, who believed that although he did not participate Described event In the report, he was not firm enough in its consequences.

The board director Nobuyuki Kobayashi mentioned in the report was dismissed with a minimum approval rate of 25% and the third board member George Alcott resignation on Sunday. Before the annual general meeting, the company withdrew two board nominees to quell investor anger.

“I think we have sent a clear message to the company that we will not vote for any board directors. They will advise investors who they think will resist the idea of ​​negotiating with strategic buyers such as PE,” one investor Said. The company holds a large number of shares in Toshiba.

“No one wants to be nominated as a board member and then fail, which means that Toshiba is actually obliged to propose names that it knows in advance, and in this case, it means that an agreement can be reached,” the person added.

Toshiba said after the independent report that it will hold an extraordinary general meeting of shareholders later this year to submit new board candidates.

After CVC’s failed acquisition attempt of US$20 billion in April, shareholders have been calling on Toshiba to invite PE bids, which triggered disagreements within the company and led to the dismissal of then CEO Nobuaki Kurumatani.

At the annual general meeting of shareholders last week, the company said it would carefully study specific and feasible proposals for privatizing the company, but added that it has not received any such offers. After the annual general meeting of shareholders, the board of directors also stated that the forthcoming strategic review committee will “contact the company or its subsidiaries and potential strategic and financial investors in various businesses.”

Other investors expressed doubts about credible PE acquisition offers, saying that few global funds are willing to risk their reputation after independent reports show the Japanese government’s interest in Toshiba’s future.

After Toshiba’s largest investor, Singapore-based secret fund Effissimo took action, the confidence of Toshiba shareholders continued to increase. The fund holds 9.9% of the shares. After the Financial Times first reported that Toshiba’s 2020 annual general meeting was unfair, the fund held an extraordinary general meeting in March to request an independent report.

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