• Kyodo News


Steel Partners asked the Tokyo District Court on Wednesday to prevent Bull-Dog Sauce Co. from implementing antitakeover measures aimed at diluting the U.S. fund’s shareholdings.

Steel Partners Japan Strategic Fund asked the court for a provisional injunction to block the measures.

“Such a scheme, if allowed to be carried out, would be detrimental to the legal framework of corporate Japan, would weaken international faith in the integrity of the Japanese capital markets and could deter investments in Japanese companies and Japan’s national economy as a whole,” Steel Partners said.

Last week, Bull-Dog, Japan’s leading Worcester sauce maker, said the tender offer being conducted by Steel Partners is unwanted and it will try to issue exercisable equity warrants to all shareholders except the U.S. fund to foil the takeover attempt.

Bull-Dog President Shoko Ikeda and Steel Partners Chairman and CEO Warren Lichtenstein held a face-to-face meeting Wednesday in Tokyo, but failed to narrow their differences over the buyout bid, sources said.

Bull-Dog has criticized Steel Partners, its top shareholder, for abruptly launching a tender offer on May 18 without providing clear information on its intentions. Steel Partners aims to acquire all of Bull-Dog’s shares by offering 1,584 yen per share.

Tenryu opposes bid

Tenryu Saw Mfg. Co. voiced opposition Wednesday to Steel Partners’ tender offer being conducted for the maker of circular saws, saying the U.S. hedge fund’s buyout aim is unclear and the envisioned acquisition will most likely damage its corporate value.

Steel Partners, which suddenly launched the tender offer on May 24 for the Japanese company, is aiming to acquire all of its outstanding shares for 4,945 yen per share.

The opposition came a day after Warren Lichtenstein, the head of Steel Partners, told a news conference in Tokyo that the fund “has always been and continues to be a long-term investor” and “I would not categorize any of our offers as hostile.”

Lichtenstein also urged Japanese investors to consider the downside of antitakeover defenses like the poison pill.

“We believe that poison pill is illegal and discriminates against shareholders,” Lichtenstein said Tuesday. “It’s (still) new (in Japan) and so people don’t understand.”

For related stories:

Steel Partners bids for Bull-Dog
Steel Partners to go after Bull-Dog

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