Business Services Industry

Steel Partners Provides Aderans’ Shareholders Further Information Regarding Plans for Operational Improvement

Business Wire, May 14, 2009

Urges Shareholders to Vote Against Management’s Board Slate and Against the Issuance of Treasury Shares at the 2009 Annual General Meeting

TOKYO -- Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners”) today sent a letter to shareholders of Aderans Holdings Co., Ltd. (TSE Code: 8170) (“Aderans” or the “Company”), providing information regarding Steel Partners’ plans for improving the operational performance of the Company and urging shareholders to vote for Steel Partners’ slate of eight highly qualified director nominees (the “Shareholder Nominees”) to the Company’s Board of Directors at the Company’s upcoming 2009 annual general meeting of shareholders to be held on May 28, 2009 (the “AGM”). At the same time, Steel Partners made available to investors an in-depth presentation it made this week to leading proxy advisory firms RiskMetrics Group and Glass Lewis. In the presentation, Steel Partners outlines its operational objectives for improving the Company’s long-term performance, the significant qualifications of the Shareholder nominees; as well as its concerns about the Company’s alliance with Unison, which contemplates the election of three Unison representatives to the Board, the tendering of the Company’s treasury shares, and the launching of an inadequate and coercive tender offer shortly thereafter.

Both the letter and presentation are available for review and download in English at http://www.spjsf.jp/english.html and in Japanese at: http://www.spjsf.jp/index.html.

“Our director nominees are experienced and respected businesspeople in corporate Japan, and they are willing, committed and motivated to effect meaningful positive change at Aderans,” stated Warren Lichtenstein of Steel Partners. “We urge shareholders to evaluate the proposals to be presented at the AGM based on their merits, rather than on rhetoric. If they do, I am confident that shareholders will vote for our director nominees in order to send a strong message to the Company that improving corporate value for all shareholders is paramount.”

Steel Partners wrote in a letter to Aderans’ shareholders that if the Shareholder Nominees are elected, they intend to pursue the following operational goals:

  • Restore profitability and refresh the operations of the Company’s core men’s business segment.
  • Integrate the woman’s businesses in order to better utilize the Company’s resources for this important business segment.
  • Fully integrate the North American subsidiaries in order to maximize efficiencies and profitability.
  • Refresh and improve marketing and advertising practices, including target customer analysis and ROI for each advertising and sales channel.
  • Review cost structure and working capital requirements in order to create a healthy and effective balance that will promote long-term stability and improved performance for the Company.
  • Accelerate divestiture of non-core assets, specifically the Aderans golf course and other real estate, so that the Company can restore focus on its core businesses and on maximizing customer service and satisfaction.
  • Review the Company’s capital allocation practices and cash management systems in order to improve the use of the Company’s resources.
  • Improve efficiency of corporate overhead.
  • Review the Company’s treasury share holdings and consider their cancellation in order to protect Company’s shareholders from dilution.

Steel Partners reiterated its call for fellow shareholders to (1) vote against the election of the Company’s director nominees (the “Company Nominees”), which includes the three Unison representatives who will resign if Unison’s proposed tender offer (the “Unison TOB”) is not launched or if it fails, and (2) vote the against the Company’s tender of its treasury shares at a significant discount to book value because such a sale would both dilute the holdings of remaining shareholders and would be the equivalent to the Company giving away the assets of its remaining shareholders. Steel Partners stressed that if the Unison TOB is successful, the acquisition of Aderans’ shares at below book value would enable Unison to acquire control of the Company at a discount instead of paying a premium.

“Given the costs, risks and uncertainty presented by the Unison TOB, we urge shareholders to reject the Unison TOB and to vote AGAINST the Company Nominees (Proposal 3) and AGAINST the tender of Treasury Shares (Proposal 5),” Steel Partners said. “By keeping your shares instead of tendering them at 63% of book value, you remain invested in the Company and are able to participate in any future growth in corporate and shareholder value for as long as you own your shares.”

 

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