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Toshiba Accepts $15 Billion Buyout Offer from Japanese Consortium

Japanese tech giant Toshiba has accepted a $15 billion buyout offer.

Toshiba has accepted a buyout offer from a Japanese consortium as the iconic conglomerate draws to a close a troubled chapter in its more than 140-year history. Stocks in Tokyo rose sharply on Friday.

On Thursday, the Tokyo-based company’s board approved a consortium led by domestic private equity firm Japan Industrial Partners Inc to contribute about 2 trillion yen ($15.3 billion), or 4,620 days per share. Yuan. The offer represents a premium of about 9.7% to Toshiba’s closing price on Thursday. Its shares were up 6.1% at 4,471 yen by 9:09 am local time.

The next step is expected to be a tender offer in late July, with a specific timetable to be announced later, the company said.

Toshiba said 17 Japanese companies and six domestic financial institutions would participate in the acquisition. Companies including Orix, Rohm and Chubu Electric Power were among those involved, Nikkei reported before the statement, confirming an earlier report by Bloomberg News.

The move could cap years of turmoil for the storied Japanese company after a series of scandals crippled it and put it on the path to a sale. Toshiba’s management, the Japanese government and many of the company’s outspoken foreign shareholders have been at odds over the company’s future, with activist investors seeking to maximise returns. At the same time, the country prioritises preventing sensitive technology and businesses from falling into foreign hands.

“It would be positive to resolve here, as one of Toshiba’s problems is the lack of a coherent strategy due to constant changes in direction,” said Mio Kato, an analyst at LightStream Research. There is still work to be done to realise the potential of some emerging businesses.”

The saga has become a test case for corporate governance in Japan, as a string of prominent activist investors saw an opportunity and took stakes in the company. They include billionaire Paul Singer’s Elliott Management Corp, Seth Fischer’s Oasis Management Co and Singapore-based funds Effissimo Capital Management Pte and 3D Investment Partners Pte.

Some of the world’s largest private equity firms are considering bids, including Bain Capital, CVC Capital Partners and KKR & Co.

Toshiba’s nuclear power business is considered essential to national security. It decommissioned the Fukushima Daiichi nuclear power plant, damaged in the 2011 earthquake, tsunami and nuclear leak. This makes it difficult for the government to accept the transfer of ownership to overseas companies.

Before the lacklustre demand for memory chips and hard disk drives, Toshiba said the consortium bid as much as 5,500 yen per share. But JIP said it had lowered its bid several times since then due to deteriorating market conditions, financing difficulties and Toshiba’s lowered profit forecast.

If the deal goes through, it will be one of the biggest in Asia this year as deal volumes plummet. It would also be one of Japan’s largest private equity-led acquisitions.

The road to board acceptance has been far from smooth. According to Bloomberg, the process has faced multiple delays. The JIP-led group has faced headwinds in financing as banks have become more cautious about funding large deals in a less favourable economic environment.

Toshiba has tumbled from one disaster to another over the past eight years, starting with an accounting scandal in 2015 that wiped out profits and led to a company-wide restructuring. Subsequently, the costly nuclear power business in the United States failed, resulting in a $6.3 billion write-down of assets and hovering on the verge of delisting. It was forced to sell its crown jewel, the memory chip unit, and offer shares snapped up by foreign investors.

Since then, shareholders and executives have clashed over the company’s future. When Effissimo sought to put one of its co-founders and other candidates on Toshiba’s board in 2020, shareholders rejected it. Effissimo, sceptical of how the vote was conducted, proposed the appointment of an independent investigator to investigate it and won a landmark shareholder vote in 2021. The investigative report said Toshiba management worked with government allies to influence the vote.

Shareholders rejected management’s proposal to split the company in two early last year, which was proposed as an alternative to investors’ calls to sell the group to private equity. The plan’s failure has launched an exploration of Toshiba’s future strategic options, including a possible sale. JIP was selected as the preferred bidder in October.

Tokyo-based JIP was founded in 2002 by buyout fund CEO Hidemi Moue. He started his career at Industrial Bank of Japan Ltd, one of the companies that merged in 2000 to form Mizuho Financial Group Ltd. JIP has been involved in pioneering businesses seen as peripheral by its parent company and is known for acquiring PC maker Vaio Corp from Sony Group Inc in 2014.

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