Toshiba board accepts Japan Industrial Partners’ $15.2 billion buyout proposal

Toshiba board accepts Japan Industrial Partners’ $15.2 billion buyout proposal

TOKYO (Reuters) -Toshiba Corp’s board has accepted a $15.2 billion buyout offer from a group led by private equity firm Japan Industrial Partners, the company said on Thursday, potentially drawing a line under years of upheaval at the conglomerate.

A successful deal, which would value Toshiba (OTC:) at 4,620 yen per share or 2 trillion yen in total, would see the scandal-ridden company taken private and firmly in domestic hands after much tension with overseas activist shareholders.    It is however not yet clear whether activist funds, which are estimated to own roughly a quarter of the company, will be satisfied with the terms. The offer price would give just a 9.7% premium over Thursday’s closing price of 4,213 yen.

Toshiba said in a filing that the board would not go as far as recommending shareholders to tender their shares, because the offer price is not high enough to give recommendations. The price was lowered a few times from an initial offer of up to 5,500 yen per share, according to the filing.

It also said the board’s support may change before late July, when the JIP group plans to start the tender offer.

But the JIP bid is “the only complete proposal” that has been submitted during a one-year competitive auction process, and would give shareholders a chance to exit their investments, Toshiba said.

Some 20 Japanese companies, including financial services firm Orix (NYSE:) Corp, chipmaker Rohm Co and Chubu Electric Power, plan to take part in the deal, sources have said. It would be the third-largest M&A transaction globally so far this year, according to Refinitiv data.

“This ends months of uncertainty regarding whether a deal was coming and years of uncertainty regarding Board understanding of the right price,” said analyst Travis Lundy of Quiddity Advisors, who publishes on Smartkarma.

“This would provide a lot of activists a way out, even if it is not what they hoped for. The question is whether ‘Toshiba Fatigue’ is strong enough to overcome disappointment on price.”

Since 2015 Toshiba, a sprawling conglomerate which also owns 40.6% of memory chip maker Kioxia Holdings, has been battered by accounting scandals and heavy losses, and came close to being delisted before becoming engulfed in a series of corporate governance scandals.

At one of its lowest points, a shareholder-commissioned investigation concluded Toshiba had colluded with Japan’s trade ministry – which sees the company’s nuclear and defence technology as a strategic asset – to block overseas investors from gaining influence at its 2020 shareholder meeting.

The fallout from that debacle eventually led to the strategic review and the buyout proposal.

Toshiba started an auction process about a year ago, receiving eight initial buyout proposals as well as two offers for capital alliances.

Four bidders proceeded to a second round, including private equity firms Bain Capital, CVC Capital Partners and Brookfield Asset Management, sources have said.

JIP initially teamed up with state-backed Japan Investment Corp (JIC) but decided to part ways due to disagreements over whether management should be retained and plans for restructuring.

The JIP consortium last month submitted a binding buyout proposal backed by $10.6 billion in loan commitments from major banks.

It has taken weeks for the board to proceed with a vote on JIP’s proposal, as some board members were dissatisfied with its offer price, sources have said.

Toshiba shares have fallen 12% over the last year, underperforming a 2.2% decline in the average.

($1 = 130.7500 yen)