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Aderans Holdings Co. said Thursday it will accept a tender offer from Japanese investment fund Unison Capital Inc., a move seen as intended to fend off demands by U.S. hedge fund Steel Partners, its top shareholder.

Unison Capital will launch the tender offer in June to acquire about 14.68 million shares, or 35.2 percent of Aderans’ stock, for ¥1,000 per share.

Aderans board members reached the decision at a meeting earlier in the day following heated talks that caused them to delay the announcement of earnings for the 2008 business year through February until Thursday evening.

Earlier, sources said Unison Capital aims to secure more than 33.4 percent of Aderans, which would exceed the 26.7 percent stake owned by Steel Partners Japan Strategic Fund (Offshore) L.P. A stake that large will allow the Unison to veto key proposals for the company’s management.

Aderans was also considering accepting outside board members from Unison Capital as it seeks to fight Steel Partners’ demand that it replace more than half of its board members.

A strengthening of ties between the toupee maker and the Unison Capital is likely to spark opposition from the U.S. activist fund, which may develop into a proxy fight ahead of a general shareholders’ meeting in May, the sources said.

While some board members favored the tender offer, others likely supported by Steel Partners strongly opposed it, with opinion also divided over whether to accept new board members from Unison Capital, they said.

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