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TOKYO: Toshiba<\/a>'s board planned to oust troubled CEO Nobuaki Kurumatani before CVC Capital Partners<\/a> launched a $20 billion buyout bid last week, informing him a day before the offer was announced that it would replace him, people familiar with the matter said.
Two members of Toshiba Corp's nomination committee, including board chairman Osamu Nagayama, met Kurumatani, himself a former CVC<\/a> executive, and told him they intended to look for a new chief executive, three of the people said.
Kurumatani then told them of the European private equity firm's plan to take Toshiba private, the three people said. A day later, the Japanese conglomerate announced it had received the offer, two of them said.
The events of the meeting show how Kurumatani's tenure was undone by his flagging popularity even before the offer was announced. It marked the culmination of deepening discord between Kurumatani and activist shareholders, who had raised concern over what they said were governance issues.
The plan to remove him appears to have accelerated after the April 6 meeting at Toshiba's headquarters next to Tokyo Bay. On Wednesday, Toshiba said the onetime Sumitomo Mitsui Financial Group banker was stepping down after some three years at the helm.
Support for him both within the company and among investors had eroded, a person briefed on the matter said. All of the sources declined to be identified because of the sensitivity of the issue.
\"A survey of managers at Toshiba showed low support for Kurumatani,\" the person who was briefed said. There was \"deep distrust\" of him among shareholders, the person said.
Toshiba said on Wednesday that Kurumatani was stepping down. It said he was doing so to \"recharge\" and after achieving his plan to revive the conglomerate that had been weakened by an accounting scandal.
Reuters was not immediately able to reach Kurumatani for comment on this story. Nagayama declined to comment. Toshiba said it could not comment on speculation. A representative for CVC Japan declined to comment.
ESCALATING CHALLENGE<\/strong>
Joining Toshiba in 2018 from CVC's Japan unit with a pledge to reshape a sprawling, 150-year-old enterprise, Kurumatani was a rare outsider in the storied corporation, where managers typically toil for decades before reaching the executive suite.
The challenge against him escalated last month when activist investors won an emergency shareholders meeting vote to establish an independent probe into whether management had previously pressured shareholder over shareholder votes.
An earlier, internal probe by Toshiba had found no fault.
That vote convinced the board Kurumatani was unlikely to win backing at the next annual shareholders' meeting, a second person who briefed on the matter said. At the last shareholders' meeting he won only 57% of the vote, a stinging rebuke in a country where management is rarely challenged.
His departure could dent CVC's chances of taking control of Toshiba, a move that would have closed down attempts to shine a light on management decisions.
Toshiba executives are lobbying against the CVC offer with government officials, who will have to approve any deal because the company builds nuclear reactor manufacturers and defence equipment, according to the person briefed on the matter.
\"It's a deal nobody wants. Toshiba has various businesses linked to national defence and foreign ownership could result in client exodus,\" a person familiar with the board's thinking said.
CVC plans to stick with its takeover bid, Japanese media reported Wednesday, offering a 30% premium over Toshiba's current share price. Hong Kong-based activist fund Oasis Management has slammed that as too low, while U.S. hedge fund Farallon Capital Management has called on Toshiba to solicit other bids.
For now, company chairman Satoshi Tsunakawa, 65, who joined Toshiba in 1979, will manage the company, including having to deal with CVC and other potential bidders. Those could include U.S. investment firm KKR<\/a> and Canada'a Brookfield Asset Management Inc according to a Financial Times<\/a> report.
\"We have a shortage of internal candidates for the top post but it will be difficult bring in an outsider after getting rid of Kurumatani,\" a source familiar with internal discussions at Toshiba said.
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东芝公司董事会计划推翻200亿美元的收购要约前首席执行官:来源
两个东芝提名委员会的成员,其中包括董事长Osamu Nagayama Kurumatani会面,CVC前高管,并告诉他他们打算寻找新的首席执行官,三个人说的。< / p >
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东京:东芝的董事会计划推翻前伸明Kurumatani陷入困境的首席执行官CVC Capital Partners上周发起了一项200亿美元的收购要约,通知他提供的前一天,宣布它将取代他,知情人士说。
两个东芝提名委员会的成员,其中包括董事长Osamu Nagayama Kurumatani相遇,自己前CVC执行官,告诉他他们打算寻找新的首席执行官,三个人说的。
Kurumatani然后告诉他们欧洲私人股本公司的计划将东芝私有化,三个人说。一天后,日本企业集团宣布,它已收到报价,他们两个说。
会议的事件显示Kurumatani的任期被他低迷的人气甚至在报价之前公布。它标志着经过深化Kurumatani和维权股东之间的冲突,他的担忧,他们说治理问题。
把他的计划似乎加速后,4月6日会议在东芝的总部东京湾旁边。周三,东芝表示,曾经的三井住友金融集团的银行家下台后三年掌舵。
对他的支持在公司内部和投资者都侵蚀,一位知情人士说。所有的消息人士不愿透露姓名,因为这个问题的敏感性。
“东芝的经理们的一项调查显示低支持Kurumatani,”了的人说。有“深度不信任”他的股东之一,这位人士说。
东芝公司周三表示,Kurumatani下台。它说,他这样做后“充电”和实现他的计划振兴集团已经削弱了会计丑闻。
路透未能立即能够达到Kurumatani评论这个故事。Nagayama拒绝置评。东芝表示无法对传言发表评论。CVC日本的代表拒绝置评。
不断升级的挑战
2018年加入东芝CVC的日本单位承诺重塑一个庞大的、有着150年历史的企业,Kurumatani在赫赫有名的公司,是一个罕见的局外人,经理通常几十年的辛苦工作,才能达到行政套房。
对他的挑战升级上个月当维权投资者获得紧急股东大会投票支持建立一个独立的调查是否管理曾迫使股东在股东投票。
早前,由东芝内部调查没有发现错误。
投票说服董事会Kurumatani不太可能赢得支持在下一年度股东会议,第二个内情的人说。在最后的股东会议上,他只赢得了57%的选票,刺痛的责备在中国,管理是很少的挑战。
他的离开可能削弱CVC的机会控制东芝,此举将会关闭光照管理决策。
东芝公司高管与政府官员游说反对CVC的报价,他们将不得不批准任何交易,因为该公司建立核反应堆制造商和国防设备,根据知情人士。
“这是一个没人想要。东芝有各种企业与国防和外资可能导致客户流失,”一位知情人士透露,董事会想说。
CVC坚持其收购计划,日本媒体周三报道,东芝公司当前的股价溢价30%。香港维权基金管理绿洲抨击过低,而美国对冲基金Farallon Capital Management呼吁东芝征求其他投标。
目前,公司主席Satoshi Tsunakawa, 65年,1979年加入东芝,将管理公司,包括必须处理CVC和其他潜在竞购者。这些可能包括美国投资公司KKR和加拿大布鲁克菲尔德资产管理公司根据金融时报》报告。
“我们缺少内部继任首相职位的但是很难摆脱Kurumatani后引入一个局外人,”一位知情人士透露,在东芝表示内部讨论。
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