• Kyodo News


Tokyo Broadcasting System Inc. has secured enough shareholder votes to introduce an antitakeover measure and reject proposals by Internet mall operator Rakuten Inc. at a general meeting of TBS shareholders slated for June 28, a TBS executive said Tuesday.

Many corporate shareholders, including banks, have reportedly expressed support for TBS.

The broadcaster and Rakuten have been waging a proxy war to pass their respective proposals.

A combination of proxies collected by TBS and written votes submitted for the TBS proposal covers more than 50 percent of the shareholders’ votes, the TBS executive said, speaking on condition of anonymity.

Interviews by TBS executives with some shareholders have convinced TBS that more votes for the broadcaster can be expected, the executive said, indicating that some 60 percent of the shareholders will vote in favor of TBS.

Rakuten, the broadcaster’s largest shareholder with a stake of 19.86 percent, has threatened to increase its stake to above 20 percent following unsuccessful bilateral talks on a possible business alliance.

TBS last week asked a panel of experts to decide whether to identify Rakuten as a hostile bidder that should be subjected to the poison pill measure.

Under the poison pill, TBS would allocate equity warrants that TBS shareholders other than Rakuten would be allowed to exercise to dilute the unsolicited acquirer’s stake.

Rakuten has vowed to submit proposals at the TBS shareholders’ meeting calling for naming two outside directors to the TBS board, including Rakuten President Hiroshi Mikitani, and for requiring a two-thirds majority for approving any poison pill measure.

In response, TBS is trying to garner two-thirds or more of shareholder votes to pass the poison pill measure, an industry source said.

No. 2 stakeholder sells

Tokyo Broadcasting System Inc.’s second-largest shareholder, real estate firm E.M. Planning, has reduced its stake to 3.35 percent from nearly 10 percent amid a high-profile battle between the broadcaster and Internet firm Rakuten Inc.

According to an E.M. Planning report filed Monday with the Finance Ministry, the company has sold some 12.49 million TBS shares for 46.6 billion yen in off-hours trading on the Tokyo Stock Exchange.

The buyers of the shares cannot be identified as the transactions took place in the market, E.M. Planning said.

Rakuten said it has nothing to do with E.M. Planning’s sales of TBS shares.

Headed by shoe retailer ABC-Mart Inc. Chairman Masahiro Miki, E.M. Planning began actively purchasing TBS shares last fall. As of March 31, it was the second-largest shareholder, with a stake of 9.91 percent, following Rakuten with a 15.71 percent stake.

The emergence of E.M. Planning as a major shareholder in TBS has made Miki a key figure in the tug of war over Rakuten’s overtures to TBS to combine Internet and broadcasting operations.

Despite E.M. Planning’s reduced stake, Miki will be able to greatly affect the outcome of the June 28 TBS shareholders’ meeting because voting rights will be based on the situation as of March 31.

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