Toshiba Board Urges Caution Over CVC Offer, Sending Stock Lower

Toshiba Corp.’s board issued an unusual statement Friday in the wake of CVC Capital Partners’s offer to take the Japanese conglomerate private, cautioning the proposal is preliminary and may not lead to a transaction. Shares tumbled.

CVC’s offer is not legally binding and many details still need to be worked out, said Osamu Nagayama, chairperson of the board. Any deal also requires extensive regulatory reviews and CVC would have to organize a consortium to line up financing.

“We expect that such financing process would require a substantial amount of time and involve complexity for consideration,” said Nagayama. Directors will conduct a “careful review of the initial proposal when it is further clarified in the future.”

Toshiba’s shares slid 5.4% in Friday trading. The board also said the CVC proposal was “completely unsolicited and not initiated by Toshiba.”

The company disclosed this week that CVC made an offer to buy out its public shareholders. The preliminary proposal is for 5,000 yen a share or about 2.28 trillion yen ($20.7 billion), Bloomberg News reported.

An acquisition by a foreign buyer may prove difficult because the company has been considered an icon of Japan and several of its businesses have deep strategic importance for the country. Its nuclear unit, for example, is involved in decommissioning the wrecked Fukushima Dai-Ichi nuclear power plant. Toshiba is also the largest shareholder in memory-chip maker Kioxia Holdings Corp.

Given the sensitivity around Toshiba’s bushiness, government approval would be required for the deal, said Chief Cabinet Secretary Katsunobu Kato.

Separately, Toshiba this week reappointed Satoshi Tsunakawa, currently chairman of the company, as an executive officer to have him deal with its largest shareholder Effissimo Capital Management, according to people familiar with the matter.

The board approved the decision during a meeting on Wednesday, said the people, asking not to be identified because the matter is private. The move will give Tsunakawa a more central role as the tech icon navigates the flurry of deal negotiations.

Toshiba Board Urges Caution Over CVC Offer, Sending Stock Lower

Tsunakawa became the conglomerate’s president in June 2016 and led the company’s effort to restructure after its large-scale accounting scandal before he passed the baton to Nobuaki Kurumatani in 2018. Tsunakawa had stepped down as a representative executive officer last year.

Singapore-based fund Effissimo has been increasing its pressure on Toshiba in recent months, including forcing the company to hold an extraordinary general meeting of shareholders in March. At that event, Toshiba shareholders approved the firm’s request for an independent investigation into director appointments at the annual shareholders’ meeting last year -- despite Toshiba management opposition.

That vote was considered a blow to Kurumatani. Effissimo has hired lawyers to investigate those appointments.

A Toshiba spokeswoman declined to comment on the board’s move.

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