• Kyodo News


Tokyo Broadcasting System Inc. on Thursday took another step toward invoking an antitakeover measure against Rakuten Inc. by asking an advisory panel of experts whether it should counter the online shopping mall operator’s move.

Directors of the major TV and radio station adopted a resolution on the panel at an extraordinary board meeting convened in the morning, after which a written request was presented to the panel by TBS President Hiroshi Inoue. The six-member panel, chaired by Mainichi Newspapers Co. President Masato Kitamura, will hear directly from Rakuten President Hiroshi Mikitani about the purpose of his company’s plan to raise its stake in TBS to a level above 20 percent from 19.86 percent at present.

The panel will analyze the additional share acquisition plan for up to 90 days and decide whether to identify Rakuten as an aggressive acquirer that should be subjected to a poison pill.

In addition to Kitamura, the panel members include three outside members of the TBS board plus lawyer Masakazu Iwakura, Zenichi Shishido, a professor at Seikei University Law School, and Soumitsu Takehara, a certified public accountant.

Under the poison pill plan, TBS would allocate equity warrants that TBS shareholders other than the aggressive acquirer attempting to buy a stake of 20 percent or more in TBS would be allowed to exercise with the specific aim of diluting the aggressive acquirer’s stake.

Unless the panel decides against the poison pill, TBS will put it to a vote at a general shareholders’ meeting.

In October 2005, Rakuten pressed TBS to merge with it after acquiring a 15.46 percent stake in the broadcaster, saying there would be merits in fusing TV broadcasting with Internet services.

For related stories:

TBS affiliates say no to Rakuten
TBS demands Rakuten answer all questions
TBS execs reject Rakuten bid, call for ‘tough actions’

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