Toshiba Supports JIP-Led Buyout Offer in Boost to Deal’s Chances

Tsuyoshi Inajima and Tom Redmond, Bloomberg News

Signage for Toshiba Corp. displayed at the company's headquarters in Tokyo, Japan, on Friday, March 24, 2023. Toshiba accepted a buyout offer from a Japanese consortium, as the iconic conglomerate moved a step closer to ending a troubled chapter in its more-than-140-year history. Shares jumped on Friday in Tokyo. Photographer: Kosuke Okahara/Bloomberg , Bloomberg

(Bloomberg) -- Toshiba Corp. said it supports a buyout offer led by domestic private equity firm Japan Industrial Partners Inc., boosting the long-discussed takeover’s likelihood of going through.

The Tokyo-based firm recommended that shareholders tender their shares in the offer. The buyout price is at the low end of estimates from outside experts based on financial projections, Toshiba said, but executives added that the company’s business outlook remains shaky.

The prospects for flash memory chipmaker Kioxia Holdings Corp. remain “very severe,” despite promising demand for power semiconductors, Chief Executive Officer Taro Shimada said at a news conference Thursday. Shimada had previously said the company might not be able to meet projected targets for the next two years if the company’s “management base remains unstable.”

Toshiba’s stock price edged up 0.5% to ¥4,540, but remain below JIP’s offer of ¥4,620 per share.

The announcement comes after Toshiba accepted a $15 billion bid from a consortium led by JIP in March. A sale could bring the curtain down on years of turbulence at the storied Japanese firm after a series of scandals plunged it into difficulty and set it on the path to a sale.

Read: Toshiba Accepts $15 Billion Buyout Bid From Japan Consortium

JIP’s bid was the only “fully competitive and fair” offer which it received that also had financial backing and feasibility, executives said.

“We have now arrived at the best strategic option for Toshiba,” outside director Jerry Black said. “It is my hope we will look back on this day as a new beginning.”

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 Corp.

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.

“I think the lesson for Japan in general — because I do believe activism will increase — I think the lesson is not to feel that shareholders are a threat or an enemy,” said Black. “The lesson is to fully, pro-actively engage and try to have an understanding of their analysis.”

That auction process had dragged on as bidders tried to arrange financing and win government approval. In February, Akihiro Watanabe, chairman 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.

“I accept criticism regarding our performance,” said Shimada, who reiterated his resolve to stay at the helm of the company. “It will take some time for us to deliver on our value over the longer term. But I have great confidence in our ability to grow.”

(Updates with executive comments from third paragraph)