Several of Toshiba’s largest shareholders accused the Japanese conglomerate of failing to fully negotiate with private equity buyers and said they would put pressure on the board of directors to resume discussions on a full-scale acquisition of the company.
Investors stated that although Toshiba claimed to have received no convincing signs of acquisition, they believed that at least two private equity buyers discussed a valuation that was higher than the company’s current price of 4,743 yen ($42) per share. At least 25%.
To gauge their concerns, shareholders who collectively hold more than 30% of Toshiba’s shares told the Financial Times that, as far as the current situation is concerned, they plan to vote against a proposal made in November that would break the 140-year-old proposal. Industrial huge Divided into three independently listed businesses Instead of pursuing complete privatization.
Several managers said they suspect that holders of at least 15% of Toshiba will follow suit when voting on the proposal early next year.
In addition to worrying about the three-way split, investors have no chance Consider a privatization proposal, One of the largest shareholders stated that considering Governance issues This situation has appeared in Toshiba’s many problems in recent years.
“A three-way split without a proper governance structure will worsen governance issues,” said the manager of one of the largest shareholders.
Toshiba’s second-largest shareholder, 3D Investment Partners, stated in a letter to the company that the department’s proposal came from a multi-month strategic evaluation that had reached an “premature conclusion that the process was insufficient.”
At least two of Toshiba’s 20 largest shareholders told the Financial Times that they are also considering a more direct strategy, which may include convening an emergency meeting of shareholders. Cleaning board.
“We are still waiting for key disclosures about companies trying to solicit private equity buyers and obtain realistic prices. If the company does not hear our request, then convening an extraordinary general meeting of shareholders is definitely an option,” said a manager of a major shareholder.
Last month, several funds told the Financial Times that the strategic review committee issued a “misleading” statement in order to consider the company’s long-term future and recommend actions to the board of directors, which aroused strong shareholder dissatisfaction.
The committee stated in November that although it Worked with six private equity companies -It is understood that, including KKR, Bain, CVC and Blackstone-in order to discuss full privatization, the price level envisaged by the acquisition fund is “not attractive relative to market expectations.”
However, several of Toshiba’s largest investors stated that after conducting their own research, they have good reasons to question the validity of the SRC process and its results, which does not represent an official auction.
In particular, a considerable number of investors believe that at least two private equity companies have told SRC that the acquisition can theoretically make Toshiba’s valuation more than 6,000 yen per share-a premium of about 20% over the company’s stock price during the discussion.
Toshiba could not be immediately reached for comment. On Friday, a Toshiba spokesperson stated that the company will “continue to provide sincere explanations to our shareholders.”The company also mentioned its Previous statement At the SRC, it stated that the board of directors had “unanimously” adopted the SRC’s recommendations.
In the past two weeks, Makinson Cowell, an external investor relations consultant, has contacted investors, who conducted an investigation on Toshiba’s behalf in July. Investors stated that their doubts about the SRC process left researchers with no doubt.
They added that despite Toshiba’s claims to be committed to improving transparency, the fact that they will not share the results of the latest Makinson Cowell survey with investors is another cause for concern, and a Toshiba spokesperson confirmed this policy.
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