• Jiji


Major electronics and machinery maker Toshiba Corp. is set to take on its activist shareholders at its extraordinary shareholders meeting scheduled to be held Thursday.

Toshiba is holding the meeting at the request of two such shareholders, including a Singapore fund set up by former colleagues of Japanese activist investor Yoshiaki Murakami, over its capital policy and how the company operated a regular general meeting of shareholders in July last year.

The company has asked other shareholders to oppose proposals submitted by the two activist shareholders, but with some voicing support for the proposals, results of the voting at the coming meeting are unpredictable.

The extraordinary meeting was requested by Toshiba’s top shareholder, Effissimo Capital Management Pte., which holds a stake of nearly 10% in the company, and the second-largest shareholder, Chinook Holdings Ltd., which is believed to hold a stake of more than 5%.

Effissimo, the Singapore fund, has called into question the voting results at the regular shareholders meeting, noting that some shareholders were not able to exercise their voting rights due to pressure not to do so.

It has proposed that Toshiba look into the matter through an independent panel of lawyers.

Chinook, affiliated with U.S. asset management company Farallon Capital Management LLC, has protested a management policy announced by the Japanese firm last year.

Claiming that Toshiba changed its capital policy without offering an explanation, Chinook has demanded that the company propose a new capital policy at the shareholders meeting.

Two U.S. proxy advisory companies, which are said to have strong influence over overseas institutional investors, have voiced their support for Effissimo’s proposal, and one of them has recommended that shareholders approve Chinook’s proposal as well.

Toshiba has argued that it has not found anything that suggests unreasonable pressure on shareholders at the regular shareholders meeting.

In regard to Chinook’s proposal, Toshiba said that there are no particular changes to its capital policy.

Toshiba returned to the first section of the Tokyo Stock Exchange in January this year after the regular shareholders meeting.

Earlier in March, it was found that the BlackRock Inc. group, a major U.S. asset manager, had acquired a stake of over 5% in Toshiba and become its third-largest shareholder. BlackRock is believed to be against the activist shareholders’ proposals.

The BlackRock group acquired the shares as the group is “believed to have highly evaluated Toshiba’s management setup and business strategies,” Rei Kyogoku, an executive officer at SMBC Nikko Securities Inc., said.

Toshiba has been making an effort to increase the number of loyal shareholders, with Mizuho Bank and others holding a combined stake of over 5%.

Toshiba is hoping that the proposals will be rejected by a large margin, giving an additional boost to its current management team, led by President and CEO Nobuaki Kurumatani.

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