• Kyodo News


Major wig maker Aderans Co. has decided to propose antitakeover measures at its general shareholders’ meeting in late May, a move which was on the verge of being scrapped due to increasing pressure from top shareholder Steel Partners Japan Strategic Fund, company sources said Saturday.

The decision is likely to lead to a fierce battle between Aderans and Steel Partners, a U.S. hedge fund, to gain proxies from shareholders to vote at the meeting. Steel Partners and other foreign shareholders account for about half of the company’s outstanding shares.

Holding a 24.68 percent stake, Steel Partners is certain to reject the proposal. It has argued that such a defensive action would deprive shareholders of the opportunity to give opinions and participate in decisions on whether to accept or turn down takeover offers.

Aderans had earlier considered scrapping the defensive scheme due to the hedge fund’s resistance but concluded it may face a hostile takeover without any protective measures, the sources said.

Aderans executives decided in December at a board meeting to adopt a defensive measure of exercising equity warrants to lower the percentage of shares owned by those engaged in hostile takeover bids.

But given that the company has not confirmed the intentions of its shareholders, Aderans has said it would first scrap the measure at its shareholders’ meeting and then make a new proposal for adopting a defensive scheme including almost the same measure.

Taking action against such a move to gain shareholders’ endorsement, the Japanese office of the U.S. hedge fund on March 28 submitted a shareholder proposal calling for abolishing the defensive measure — a seemingly odd move of seeking termination of a measure which Aderans had already decided to scrap.

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