Toshiba said on Thursday its board of directors has decided to recommend shareholders take up a tender offer from a consortium led by private equity firm Japan Industrial Partners (JIP).
The board earlier this year accepted the buyout offer, which would value the conglomerate at ¥4,620 a share or ¥2 trillion ($14.29 billion), but did not go as far as recommending shareholders tender their shares.
On Thursday, it said, "as a result of the transaction, the company would build a stable management base to implement a consistent business strategy to reform and grow the company over the medium to long term."
Since 2015, Toshiba has been battered by accounting scandals — suffering heavy loss — and came close to being de-listed. It was then engulfed in a series of corporate governance scandals.
Toshiba disclosed the buyout price is at the low end of estimates from outside experts based on financial projections, but said that its business outlook remains shaky. JIP’s bid was the only "fully competitive and fair” offer it received, it said.
Chief Executive Office Taro Shimada "has stated his concern regarding the achievability of the projected figures for FY2024 and FY2025 in the budget of FY2023 if the company’s management base continues to be unstable,” the company said.
Once celebrated for its technology innovations, Toshiba paid what was Japan’s largest-ever penalty for falsifying financial statements in 2015. It then suffered a disastrous foray into the nuclear business that forced it to take a $6.3 billion writedown and sell off its crown jewel memory-chip business, now reorganized as Kioxia Holdings.
Activists began circling the troubled company and, in 2021, it announced plans to split into three units, only to revise that plan in favor of a two-way split in 2022. The chief executive at the time resigned to take responsibility for the chaos, after which the company’s board began soliciting bids to take the company private.
That auction process had dragged on as bidders tried to arrange financing and win government approval. In February, Akihiro Watanabe, chairperson of the board, said as the company cut its profit forecast that there is an urgent need to transform the company.
At the same time as those financial results, Chief Operating Officer Goro Yanase stepped down from his position to take responsibility for inappropriate entertainment expense claims while he was a manager at Toshiba Energy Systems in 2019.
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