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Cerberus plans 45% Seibu Holdings stake

Kyodo, Bloomberg

U.S. private equity fund Cerberus Capital Management LP said Friday it aims to raise its stake in Seibu Holdings Inc. to nearly 45 percent in an apparent bid to take the initiative in managing the railway and hotel operator.

Cerberus, already the largest shareholder in Seibu Holdings, has made a tender offer to boost its stake from the present 32 percent. Initially, it had planned to acquire 36.44 percent of the company, but the investment firm revised the target to 44.67 percent.

The fund, however, denied any intention of making Seibu Holdings a subsidiary. The deadline for the tender offer, originally set for April 23, will be extended to May 17, it added.

The U.S. firm will also nominate a total of eight candidates as new Seibu board members, and has already recommended Hirofumi Gomi, former commissioner of the Financial Services Agency. Cerberus has also proposed executives including former U.S. Vice President Dan Quayle and former U.S. Treasury Secretary John Snow, for Seibu’s board.

Former Japan Post President Masaharu Ikuta, who was nominated as a candidate for the Seibu board by Cerberus, has declined to assume the position.

Cerberus has been at odds with the operator of Seibu Railway Co. over a plan to relist on the Tokyo Stock Exchange, fearing the offering price will be set at a level the U.S. fund sees as unreasonably low if it were to go public now. Seibu Holdings, which has been pursuing reforms to once more become a publicly traded company, was established after Seibu Railway’s delisting from the TSE in 2004 for falsifying financial statements.

On Wednesday, the group said former Seibu hotel and railway group leader Yoshiaki Tsutsumi is opposed to the Cerberus tender offer. Tsutsumi, who has retired from the Seibu group management over an accounting fraud scandal, has a major stake in NW Corp., the second-largest owner of Seibu Holdings, with a stake of slightly less than 15 percent.

Tsutsumi’s opposition to the tender offer is expected to make it difficult for Cerberus to acquire any Seibu Holdings shares from NW. Seibu Holdings’ present management team has already raised opposition to the tender offer. The Development Bank of Japan and Norinchukin Bank, the third- and fourth-largest shareholders in Seibu Holdings, are also expected to reject the Cerberus tender offer.

Given the presence of individual shareholders willing to sell Seibu Holdings shares, however, the bid is expected to succeed, a securities industry source said before Cerberus raised its stakes target above 44 percent.

Separately Thursday, four mayors in Saitama Prefecture submitted a petition to Seibu Holdings asking it to refrain from closing the unprofitable Seibu Chichibu Line or selling the Seibu Lions baseball team. Last October, Cerberus proposed that Seibu consider such options, according to Seibu Holdings President Takashi Goto. Cerberus has denied making such a suggestion.

“We will not yield to any kind of outside pressure,” said Seibu Railway President Hisashi Wakabayashi. “We will do our utmost to maintain (the railway).”

Tokorozawa Mayor Masato Fujisawa criticized the Cerberus move, saying that as railways are public transportation, their operation should not be judged based on short-term benefits of stockholders. The three other mayors are from the cities of Hanno, Sayama and Iruma.

“We, the four cities along the railway, have been trying to develop the area with Seibu Raiway. (The Cerberus move) will block that,” Fujisawa said.