A Self-Made Rebel Takes on $13 Billion Japan Giant in M&A Fight

(Bloomberg) -- Beji Sasaki, a maverick businessman who first challenged Tokyo’s status quo four decades ago, says his bidding war with the $13 billion computer giant Fujitsu Ltd. is just the start of his plan to use takeovers to change Japan Inc.

Sasaki, a 61-year-old entrepreneur, fashion designer and supermarathon runner, says he’s setting up a fund backed by Taiwanese money to help ambitious Japanese executives and employees buy out their companies and expand into China and Southeast Asia. His logic is that many firms are undervalued because their owners or senior managers lack incentives to take risks and boost profits.

A Self-Made Rebel Takes on $13 Billion Japan Giant in M&A Fight

Beji Sasaki.

Photographer: Akio Kon/Bloomberg

But before helping others do buyouts, he’s trying an acquisition of his own. The charismatic native of a remote Japanese island, who runs a group of more than 50 small businesses ranging from termite extermination to sales of ATM machines, made headlines in February with an unsolicited offer for Solekia Ltd. Seeking to buy 36 percent of the chip company, Sasaki claimed its relationship with Fujitsu is ruining profitability. Fujitsu made a counter-bid, triggering a rare public battle in a culture that frowns upon hostile takeovers.

“I have no problem causing friction,” Sasaki said in an interview in Tokyo. “Solekia is just the first test case.”

According to Sasaki, Fujitsu has been treating Solekia as a de facto subsidiary, despite owning just 2.3 percent of the shares. As Solekia’s biggest customer, it has been getting favorable trade terms and leaving Solekia stuck with excess inventory in tough times, he says.

Before Sasaki made his bid, Solekia traded at less than a third of its book value, and its stock had been flat for more than a decade. “That’s why I did the tender offer,” he said.

Fujitsu Support

Solekia’s nine-person board, which includes four former Fujitsu executives, supported Fujitsu’s offer and opposed Sasaki’s, saying strengthening the company’s long relationship with Fujitsu should help increase customers, while Sasaki has a short-term perspective and lacks understanding of the business. A Solekia spokesman, who declined to be identified, said he had no comment beyond the company’s public statements.

“Solekia is an important partner,” Fujitsu spokesman Shinnosuke Okubo said. “We want to align our business strategy and policies, and we thought making it a subsidiary would speed up decision-making.”

After Fujitsu’s counter-offer, Sasaki raised his bid three times. It now stands at 5,300 yen, a 173 percent premium to the close on Feb. 2. Fujitsu increased its price twice, to 5,000 yen a share, and said in a statement Friday that it can’t justify going any higher. Sasaki is “seriously considering” raising his bid again, he wrote in a letter to shareholders dated Sunday that he provided to Bloomberg. If he does so, he will extend the offer period, he wrote.

A Self-Made Rebel Takes on $13 Billion Japan Giant in M&A Fight

Fujitsu’s tender offer runs to May 10, while Sasaki’s ends April 28. If Sasaki doesn’t increase his price, the next stage would be to check if either of them has been successful. Solekia closed at 5,250 yen on Monday, short of Sasaki’s latest bid.

“The side the board supports is often in a stronger position in Japan,” said Naoki Fujiwara, chief fund manager at Shinkin Asset Management Co. in Tokyo. “It’s not just a matter of simple economic logic.”

While Japan has sought to improve corporate governance since Prime Minister Shinzo Abe took power in 2012, many businesses still have low returns on equity. Almost half the stocks in the Topix index trade below book value.

Hostile Takeovers

Despite the predominance of cheap shares, hostile takeovers have never taken root in Japan, which tends to close ranks to rebuff outsiders. Sasaki, however, disputes that his offer at Solekia is unfriendly, saying he’s not seeking control and is acting in shareholders’ interests.

“What matters is which side is able to increase profit,” said Tetsuo Seshimo, a portfolio manager at Saison Asset Management Co. in Tokyo. “Brushing aside new shareholders suggests an aversion to change. These kinds of situations may be one reason the Japanese market isn’t creating much profit.”

Whatever happens, Sasaki, who leads a group of at least 30 employees on a 10 kilometer (6.2 mile) run at 5:45 a.m. every day and competes in three 100 kilometer supermarathons a year, is adamant that Solekia won’t be a one-off event.

MBO Fund

Sasaki has been working with Taiwanese entrepreneurs to set up a 10 billion yen ($91 million) fund for management buyouts, whether hostile or not. He declined to identify the people or say when the fund will start. The Solekia purchase, if successful, would be financed by Sasaki himself. A filing to the Financial Services Agency showing a bank balance of 2.1 billion yen suggests he has the funds.

Japanese companies’ owner-managers often have no incentive to improve profitability, because that would increase the inheritance tax incurred when their business is passed on to the next generation, Sasaki says. Non-owner managers, meanwhile, lack motivation because they don’t have stock compensation. The solution, he says, is to finance management buyouts to incentivize management to break the cycle.

“Japanese executives and employees don’t want to work on low salaries for the rest of their lives,” he said. “They dream of becoming owners,” he said. “If Taiwanese money can help facilitate that, I’m happy to show the way.”

A Self-Made Rebel Takes on $13 Billion Japan Giant in M&A Fight

Aogashima Island.

Source: Aogashima Village

Sasaki grew up on the volcanic island of Aogashima -- population 145 -- which is 360 kilometers (224 miles) south of Tokyo and can only be reached by helicopter or boat from a neighboring island. The eldest of six children, Sasaki was named Beji (a transliteration of Veggie) by his father, who served as the island’s mayor for 16 years and helped introduce macrobiotic foods in Japan.

Sasaki moved to Tokyo on his own at 15 to attend high school. He took a job at an electronics retailer at 18 because he knew he’d need to support his siblings when they arrived. He was fascinated by electrical products because Aogashima had no electricity in his childhood.

At 20, he set up his own store in Tokyo’s electronics shopping district, and started offering lower prices than other retailers, which he says worked as a cartel.

“Being an islander, I had no choice but to make my own way,” he said. “I got shouted at a lot.”

As Sasaki built his business, he became more ambitious. He launched a 45 billion yen bid for a unit of U.S. cosmetics maker Avon Products Inc. in 1990, which failed when he wasn’t able to finance the deal. He declared personal bankruptcy in 1997 due to bubble-era debts.

Kimono Fashion

These days, Sasaki’s group has as much as 50 billion yen in annual revenue, he says. He exhibited his own kimono fashion brand at the Vancouver Fashion Show last month. And even if Fujitsu succeeds in buying Solekia, he’s set to profit on the 5.8 percent stake in Solekia that Freesia Macross Corp., a company he controls with his brother, already owns. Still, that probably won’t be the last Japan hears from Sasaki, who says stirring things up is the best form of communication.

“It has always been seen as common sense in Japan that hostile takeovers should absolutely never succeed,” Sasaki said. “But in some cases it’s fine to go up against company management or founders,” he said. “Takamori Saigo” -- a famous Japanese reformer -- “Jesus Christ and Vincent Van Gogh all caused friction during their lives.”