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According to Japanese media reports on March 23, Japan’s Toshiba Corporation decided to accept an acquisition offer from a consortium led by the Japanese investment fund “Japan Industrial Partners” (JIP) that day. The decision was adopted at Toshiba's board of directors meeting that day. It is expected that after completing the acquisition, JIP will privatize Toshiba.
The acquisition amount of Toshiba Corporation is approximately 2 trillion yen (approximately 104.09 billion yuan). The acquisition funds mainly come from about 20 Japanese companies such as ORIX, ROHM, and Chubu Electric Power, which will provide part of the acquisition funds, and Domestic banks such as Sumitomo Mitsui Banking Corporation have provided loans of up to 1.2 trillion yen to support acquisitions. As Toshiba's working capital after delisting, it has also set up a loan limit of 200 billion yen that can be borrowed at any time.
The JIP camp aims to start a tender offer (TOB) roughly in late July. Toshiba is considering delisting after the acquisition, and then re-listing after delisting to increase its corporate value. Whether overseas investors and other "shareholders who provide opinions on management" accept the tender offer and sell Toshiba shares will be the focus in the future.
Toshiba was founded in 1875. The company once symbolized Japan's technological strength. In its glory days, Toshiba's business scope covered manufacturing, power generation, nuclear energy, semiconductors, infrastructure, home appliances, computers and many other fields. Toshiba, Sharp, and Panasonic are collectively known as Japan's "Big Three" of white goods. In 2015, after Toshiba exposed accounting irregularities, it also suffered huge losses in its U.S. nuclear power business. Coupled with multiple changes in management, the chaos exacerbated its financial crisis. In 2017, the insolvency dilemma of having more liabilities than assets was alleviated, and a capital increase of approximately 600 billion yen was implemented to avoid delisting. Some people pointed out that the overseas shareholders who participated in the capital increase exercised their right to speak, causing Toshiba's operations to fall into chaos.
In April 2021, European private equity firm CVC made a preliminary acquisition offer for Toshiba, but negotiations were later suspended. "Nihon Keizai Shimbun" commented that since receiving the acquisition proposal in the spring of 2021, after experiencing multiple twists and turns, Toshiba's restructuring has finally been settled.
As Toshiba's management agrees to exit the company after the acquisition, the company will reach an important turning point. If the tender offer is established, the overseas shareholders who accepted the capital increase will leave Toshiba.
Toshiba explained the reasons for accepting the acquisition plan: "We believe that in order for the reform to be successful, it is important to build a stable operating foundation and obtain the unified support of shareholders." However, it also expressed its opinion that although it agreed to the tender offer, it is not recommended at this stage. Shareholders participate in acquisitions. Regarding the tender offer price of 4,620 yen per share, Toshiba said that it "has not reached a level that can be recommended."
Among the 12 people who make up Toshiba's board of directors, 10 are outside directors and 2 are senior executives such as overseas shareholders. The plenary meeting unanimously agreed to accept the above plan. The movements of shareholders who have not sent outside directors are unclear.
Toshiba currently holds about 40% of the shares of Kioxia, a major NAND flash memory manufacturer.
Toshiba's financial report press release on February 14 stated that due to the deterioration of HDD market conditions, declining demand, and the decline in the share price of subsidiary Toshiba TEC, resulting in the expansion of goodwill impairment, the consolidated operations for this year (April 2022-March 2023) The revenue target was revised down from the original estimate of 3.35 trillion yen to 3.32 trillion yen, a year-on-year decrease of 0.5%. The consolidated profit target was slashed from 125 billion yen to 95 billion yen, a year-on-year decrease of 40.2%. This is Toshiba's first improvement after last year's 11 After the month, it revised down its financial forecast for this year for the second time.
Japanese public opinion has paid widespread attention to the news that Toshiba will be acquired and privatized. Japan's "Sankei Shimbun" said that banks that provide financing loans will require directors to be appointed in the future, which may affect Toshiba's future operating freedom, so there are also voices within Toshiba that oppose the acquisition.
Source: Comprehensive network content
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