2 tril. yen Toshiba takeover bid succeeds, Japan investor group says

     TOKYO, Sept. 21 Kyodo - A 2 trillion yen ($13.5 billion) takeover bid for Toshiba Corp. by a consortium led by Japan Industrial Partners Inc. has succeeded, the Tokyo-based fund group said Thursday, paving the way for the troubled conglomerate to end its 74-year history as a listed company and rebuild itself as a private firm.

 

     The bid, launched from Aug. 8 through Wednesday for 4,620 yen per share, attracted 78.65 percent of Toshiba's outstanding shares, the JIP-led group said. More than two-thirds of the shares must be tendered for the bid to be successful.

 

     Toshiba's board recommended that shareholders accept the offer. It was initially reluctant to do so, saying the offer price was low, but a lack of other competitive offers and a worsening business environment convinced Toshiba to settle for a relatively low premium.

 

     The bid will bring an end to the company's history as a listed company since 1949 and allow it to sever ties with overseas activist shareholders who it says were only seeking short-term returns.

 

     "We are deeply grateful to many of our shareholders for being understanding of the company's position in this matter," Toshiba President Taro Shimada said in a statement. "Toshiba Group will now take a major step toward a new future with a new shareholder."

 

     The focus was on whether activist shareholders, accounting for around 30 percent of Toshiba's shares, would accept the offer.

 

     Effissimo Capital Management, Toshiba's major shareholder, said last week it would accept the offer. Other activist investors also agreed to sell their shares, according to people familiar with the matter.

 

     With the success of the takeover bid expected to squeeze out the remaining shareholders, Toshiba will be placed in domestic hands. The Japanese consortium consists of companies such as financial firm Orix Corp. and semiconductor company Rohm Co.

 

     The JIP-led group is expected to take Toshiba private by the end of the year. It is eyeing relisting the conglomerate in the future after increasing its corporate value with a stable shareholder base.

 

     Toshiba has been struggling to recover from a spate of problems in the 2010s, including a scandal related to the overstatement of profits in financial filings. It also incurred massive losses in its U.S. nuclear business in the same period.

 

     The company in 2017 increased its capital through a third-party allotment of new shares totaling about 600 billion yen to eliminate its excess liabilities and remain listed, leading to activist shareholders investing in the company.

 

     At the company's annual general meeting in June, Toshiba shareholders approved a company proposal to reappoint 11 directors who backed the tender offer, effectively giving the green light for the buyout.

 

     Toshiba, one of Japan's leading companies, was founded in 1875. It started as an electronics maker and gradually branched out into new businesses such as infrastructure and renewable energy.

 

     It has about 100,000 employees and posted about 3.3 trillion yen in sales in fiscal 2022, according to its website.

 

==Kyodo