Bull-Dog Sauce Co. on Thursday defended the legality of its moves to foil the unsolicited takeover bid from U.S. investment fund Steel Partners, which asked a court the previous day to issue a provisional injunction to block the antitakeover defense.
To counter the takeover bid by Steel Partners Strategic Fund, Japan’s leading maker of Worcestershire sauce plans to issue exercisable equity warrants to all shareholders except the U.S. fund. This measure “is legal and appropriate,” Bull-Dog said in a statement.
Bull-Dog Sauce officials said the company intends to seek endorsement of the plan at its shareholders’ meeting June 24. The resolution will need to be supported by at least two-thirds of the shareholders’ votes to be adopted.
The Tokyo District Court is expected to rule on the case before the meeting convenes after hearing what both sides have to say, sources said.
Commenting on the move, a senior trade ministry said Thursday there are no legal problems with an increasingly popular antitakeover measure being adopted by Japanese companies, fending off criticism from Steel Partners.
The most frequently adopted poison pill defense in Japan “conforms with international standards and is legal,” Vice Economy, Trade and Industry Minister Takao Kitabata said, adding Steel Partners has “completely misunderstood” the situation.
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