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Steel Partners Urges Aderans’ Shareholders to Vote against Aderans’ Board Slate at 2009 General Shareholders’ Meeting; Reject Unison Tender Offer and Dilutive Sale of Treasury Shares
Business Wire, May 11, 2009
Says Unison Tender Offer Inadequate, Coercive and Damaging to Existing Shareholders
TOKYO -- Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners”) today urged fellow shareholders of Aderans Holdings Co., Ltd. (TSE Code: 8170) (“Aderans” or the “Company”) to vote AGAINST the election of the Company’s candidates to the Board of Directors (the “Board”), which includes three representatives of the Unison Capital Group (“Unison”), and AGAINST the Company’s proposed issue of treasury shares at the Company’s General Shareholders’ Meeting to be held May 28, 2009 in Tokyo. Steel Partners has been a long-term investor in Aderans since 2004, and is currently its largest shareholder, owning over 26% of the Company’s outstanding shares.
“Unison’s proposed tender offer is inadequate and coercive, and tendering the treasury shares will dilute shareholder ownership of Aderans,” Steel Partners wrote in a letter to Aderans shareholders.
Instead of paying a premium to acquire control of Aderans, Unison has proposed to acquire at least 35.2% of the Company’s outstanding shares for ¥1,000 per share, significantly below Aderans’ book value per share of ¥1,582, as of February 28, 2009, and approximately 25% below the closing price of Aderans shares, for the one-year period through April 15, 2009.
Steel Partners questioned the Aderans’ Board’s support of the Unison tender offer, announced on April 16, 2009, over the objections of three outside directors. Aderans has approximately ¥20 billion in cash and investment securities, or approximately ¥500 per share, and no meaningful debt and thus has no need to raise additional capital. Additionally, management has failed to earn adequate returns on the capital they have currently invested.
“Management is recommending this inadequate, dilutive and coercive bid from Unison in order to preserve their current positions,” Steel Partners wrote. “They have no legitimate business reason to recommend a bid at such a low price.”
Steel Partners noted that Aderans’ Board and management team have consistently failed to meet their own business forecasts and the Company has suffered nominal or negative returns on equity (“ROE”) in each of the last two fiscal years and has forecast a paltry 1% ROE for the current fiscal year.
“Management has already demonstrated that it cannot earn an adequate return on its existing capital, has missed budgets, made failed acquisitions and allocated capital poorly,” Steel Partners wrote.
To protect the interests of all shareholders and the welfare of the Company and its employees, Steel Partners urges shareholders to vote FOR Steel Partners’ slate of 8 highly qualified director nominees for election to the Board of Aderans, announced on March 25, 2009. As a long-term investor in Aderans since 2004 and as its largest current shareholder, owning over 26% of the Company’s outstanding shares, Steel Partners believes its nominees will bring a fresh perspective needed to accelerate a recovery in the Company’s business performance and corporate value.
Steel Partners’ director nominees for election to the Board include candidates who have experience restructuring businesses and who will bring to the Company valuable management and operational expertise gained from managing leading companies and enterprises in Japan.
Reference material urging Aderans shareholders to elect the Steel Partners’ slate and to reject the Unison tender offer by voting against the Aderans Board slate and against the tender of treasury shares is available in English at:
http://www.spjsf.jp/english.html
and available in Japanese at:
http://www.spjsf.jp/index.html
DISCLAIMER:
Please note that this release is intended for the purposes of conveying our views to the public including fellow shareholders of Aderans Holdings Co., Ltd. (“Aderans”). While this includes our intention to encourage fellow shareholders to cast their votes against certain proposals by Aderans and in favor of our proposal by either attending the upcoming annual general meeting of Aderans or using the voting card enclosed with the convocation notice from Aderans, it is not intended and should not be considered to solicit, encourage, induce, or seek for fellow to authorize SPJSF or any other third party as their proxy in exercising their voting rights on their behalf.
About Steel Partners
Steel Partners Japan Strategic Fund (Offshore), L.P. is a long-term relationship/active value investor that seeks to work with the management of its portfolio companies to increase corporate value for all stakeholders and shareholders.
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