• Kyodo News


Aderans Co. shareholders narrowly approved a takeover defense Thursday put forth by the wig maker’s management, overriding opposition from top shareholder Steel Partners, the U.S. hedge fund, company officials said.

The measure was passed at Aderans’ general shareholders’ meeting, where 54.71 percent of shareholders backed the company’s “advance warning system” proposal.

Steel Partners had tried to collect enough proxies from other shareholders to vote down the proposal, saying it would not protect the rights or interests of shareholders but just management alone.

“While we are disappointed that the proposed advance warning system has been approved, we are extremely pleased with the large number of shareholders that supported us by voting against the proposal,” said Warren Lichtenstein, managing partner at Steel Partners Japan Strategic Fund, the hedge fund’s local branch.

Steel Partners Japan Strategic Fund held 26.67 percent of shares with voting rights in Aderans as of Feb. 28.

“I was disappointed that the management’s proposal was approved,” a 76-year-old Aderans shareholder told reporters after the meeting in Tokyo. “Times have changed. From now on, it is necessary to have foreign capital to energize the management.”

“Without that, its stock prices also will not rise. So I supported Steel Partners,” he said.

The Aderans shareholders’ meeting lasted 1 hour and 40 minutes, far longer than last year’s 25 minutes. The number of shareholders attending the meeting also rose, to 130 from 77.

The vote means Aderans, Japan’s largest maker of wigs, can trigger a “poison pill,” a defense system designed to issue additional shares to dilute the holdings of any potential acquirer.

The defense can be exercised if a potential acquirer intends to obtain a stake in Aderans exceeding 30 percent and refuses to disclose relevant information.

The fund has recently been hogging newspaper headlines with its unwanted takeover bids for cash-rich and undervalued Japanese firms. It is the largest shareholder in Nissin Foods Products Co. and Citizen Holdings Co., as well as Aderans and Sapporo Holdings.

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