SAN FRANCISCO, Farallon Capital Management L.L.C. (“Farallon”) today issued a statement detailing its belief that Toshiba Corporation (“Toshiba” or the “Company”) (6502.T) should carefully evaluate – through a comprehensive solicitation process – private equity interest in acquiring the Company to put an end to the spiral of mistrust and reposition the Company for the future. Farallon also outlines its current opposition to Toshiba’s proposed two-way split (the “spin-off plan”), as it is a premature step prior to a solicitation of privatization proposals.
Farallon’s key views and voting intentions regarding the upcoming EGM are as follows:
Vote NO for Proposal 1 The proposed 2-way spin-off is premature since a privatization was never adequately explored New management has acknowledged they were not involved in the development of the spin-off plan Voting yes would grant the Company the ability to disenfranchise shareholders at a later date Voting no does not preclude choosing the RIGHT spin-off plan with wide support at a later date
Vote YES for Proposal 3 Shareholders request the Company continue its strategic review to ensure all alternatives are fully considered and benchmarked against the Spin-Off Plan Farallon believes the privatization solution is both (1) the most value maximizing alternative and (2) the only solution for Toshiba to fix its governance, capital allocation issues, and the deep mistrust with its shareholders
Farallon issued the following statement:
“We are deeply concerned by the disarray at the Company and regret the further erosion of trust Toshiba has caused by changing the method – and resulting vote threshold – of its proposed spin-off plan while refusing to engage with potential private equity acquirers.
Farallon believes that a privatization is likely in the best interest of all of Toshiba’s stakeholders and will enable the Company to emerge stronger after a period of focused reform and revitalization. However, as there has been no solicitation of proposals or a request for bids, shareholders cannot with confidence benchmark the appeal of one option versus the other, though it is clear that a “do nothing” status quo is unacceptable. As a result, Farallon intends to vote NO to Proposal 1 and YES to Proposal 3.
We believe this is the last chance to fix Toshiba. There have been five years of discord and it is the Board that must finally do the right thing and end the cycle of conflict. We believe that the only viable option to put an end to the spiral of mistrust and reposition the Company for the future is to solicit privatization proposals.”
About Farallon
Farallon Capital Management, L.L.C., is a global investment firm founded in 1986 and registered as an investment advisor with the United States Securities and Exchange Commission since 1990. Farallon seeks investments across asset classes and around the world through a process of bottom-up fundamental research and analysis emphasizing capital preservation.
This article was shared with Prittle Prattle News as a Press Release by PRNewswire.
