Steel Partners seeking another vote against anti-takeover measures

April 15, 2007
By Ken Worsley

No, we’re not talking about another vote at Sapporo. This time, Steel Partners is making an appeal to the shareholders of Aderans Co., Ltd., a wig maker located in Tokyo. Steel Partners holds a 24.68 percent stake in the company, and has proposed that the “Measures for Countering Large-scale Acquisitions (Defense Policy Against Takeover)”, which was approved at a board of directors meeting on December 18, 2006, be abolished.

Steel Partners has issued a press release stating:

The “Measures for Countering Large-scale Acquisitions (Defense Policy Against Takeover)” (the “Policy”) may deprive the shareholders of an opportunity to decide for themselves on the merits of certain types of acquisition proposals. In addition, the revised Securities and Exchange Law already ensures the protection of the rights of existing shareholders by requiring greater disclosure and by extending the tender offer period. Accordingly, we believe there is no justification to maintain the Policy, which places excessive restrictions on transactions beyond the regulations of the law.

Sound familiar? Thus far, it sounds like Steel Partners’ proposal to the shareholders of Sapporo Breweries all over again.

There is one key difference, though: Aderans has already had anti-takeover procedures in place. According to the Japan Times, under pressure from Steel Partners, the board of directors has decided “it would first scrap the measure at its shareholders’ meeting and then make a new proposal for adopting a defensive scheme including almost the same measure.”

Talk about calling a bluff! We’ll be very interested to see how this vote goes. Both sides have plenty of time to campaign for their respective causes, as the shareholder’s meeting is scheduled for late May.

Filed Under Barbarians at the Gate, Hedge Funds, M&A