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TOKYO (Reuters) – Toshiba (OTC:TOSYY) Corp is facing a call from a leading shareholder to seek other offers from potential suitors following a $20 billion buyout bid from private equity firm CVC Capital Partners, according to a statement.
U.S. hedge fund Farallon Capital Management said the Japanese conglomerate should evaluate “the privatisation proposal in a sincere manner through a fair process that includes a proactive market check and formation of an independent special committee,” according to the statement.
Farallon, Toshiba’s third-largest shareholder with a stake of around 6% according to a source, is the first large investor to publicly comment on CVC’s unsolicited offer of 5,000 yen ($45.68) per share, a 30% premium on its earlier value.
Taking Toshiba private would improve its governance and capital allocation by “further aligning the interests of shareholders and management,” Farallon said.
Investors say a deal of this size would lure other potential suitors. Two sources familiar with the matter said Toshiba has been approached by other suitors in the past.
When a change-of-control is likely to occur in the United States, the target is required to seek and achieve the highest price reasonably available from any and all parties, said Nicholas Benes, a corporate governance expert and representative director of the Board Director Training Institute of Japan.
The board’s duty would shift to “obtaining the highest price for shareholders” using an auction process, he said. “However, Japan does not have this legal principle. This can leave the standard for board decisions unclear, leading to less value for shareholders.”
($1 = 109.4600 yen)
