Business Services Industry
All Steel Partners’ Nominees Elected to Board of Directors of Aderans Holdings Co., Ltd.
Business Wire, May 28, 2009
Company Withdraws Dilutive Treasury Share Proposal
Vote Sets New Milestone for Corporate Governance in Japan
TOKYO -- Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners”) announced today that the shareholders of Aderans Holdings Co., Ltd. (TSE Code: 8170) (“Aderans” or the “Company”) have elected ALL of its nominees to the Aderans’ Board of Directors (the “Board”) at the Company’s Annual General Meeting. Steel Partners nominees now represent the majority of the Board.
Additionally, in the face of shareholder opposition the Company’s proposed tender of treasury shares, which Steel Partners strongly opposed, was withdrawn as an agenda item.
“With today’s vote, Aderans’ shareholders demonstrated their strong desire for constructive change in the Company’s leadership and direction and have set a new milestone for corporate governance in Japan,” stated Warren Lichtenstein of Steel Partners. “Our nominees elected to the Board are committed to leading Aderans to stronger corporate performance and increased shareholder value. We are grateful for the support of our fellow shareholders and look forward to working collaboratively with both management and the Board."
Mr. Lichtenstein added: “Our nominees are committed to working to increase shareholder value. While we strongly opposed the undervalued and coercive offer approved by the former Board, we are confident the new Board would consider any offer made by a bona fide purchaser that is fair to all shareholders from a financial point of view, in accordance with the fiduciary duties governing all board members.”
Newly-elected Board members proposed by Steel Partners bring to the Company valuable management and operational expertise gained from managing leading companies and enterprises in Japan.
“I firmly believe that the newly elected Board is willing, committed and motivated to effect meaningful positive change in the management and corporate performance of Aderans,” stated Warren Lichtenstein. “Furthermore, the Board’s independence assures that their interests are aligned with the interests of the Company’s shareholders and stakeholders.”
Steel Partners said that as the Company’s largest shareholder, it will encourage the new Board to pursue the following operational goals for the benefit of all shareholders:
- Restore profitability and refresh the operations of the Company’s core men’s business segment.
- Integrate the women’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.
- 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 has been an investor in Aderans since 2004 and is the largest shareholder of the Company, owning 11,155,000 shares, or approximately 26.7% of the Company’s outstanding shares.
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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