US private equity firm KKR is stepping back from a potential $22bn bidding war for the future of Toshiba, people familiar with the talks said, leaving its main rival Bain Capital in pole position to pull off Japan’s biggest take-private deal.
KKR’s decision came as Toshiba appeared to descend into further chaos following a historic annual shareholder meeting where representatives of two activist funds were voted on to the board after months of conflict between investors and management.
Within hours of the tense meeting, former judge Mariko Watahiki, who had openly opposed the appointment of nominees from US activist hedge funds Elliott Management and Farallon Capital, resigned from the board.
People close to the company said a large proportion of activists and hedge funds on Toshiba’s shareholder register have voted against her reappointment.
Blackstone approached KKR last month to prepare a joint bid for Toshiba, setting the stage for a showdown with Bain, which in April secured qualified support for a buyout deal from Toshiba’s largest shareholder, Singapore investment fund Effissimo.
But three people familiar with the discussions said KKR was now no longer as enthusiastic about bidding for the entire company and would instead aim to acquire businesses to be spun off from the conglomerate during the privatisation process.
Although KKR continues to identify Japan as its most important market outside the US, the private equity firm suffered a big setback when an auto parts company it bought from Nissan and rebranded as Marelli, entered court-led restructuring.
The debt-laden Marelli suffered a huge sales collapse during the pandemic, and the sharpness of its reversal raised red flags among Japanese banks that had previously viewed leveraged buyouts as a lucrative opportunity.
KKR declined to comment.
Toshiba has received eight initial buyout bids to go private and two proposals for capital tie-ups that would see it remain listed from the largest names in private equity, with the final deal expected to include domestic investors and a state-backed fund.
Apart from KKR, Bain and Blackstone, Baring Private Equity Asia, Brookfield Asset Management, Apollo Global Management, MBK Partners and CVC Capital Partners have also submitted initial bids, people familiar with the process have said. Outside of private equity, the Japanese government-backed fund JIC also took part in the first round of bidding.
Tuesday’s appointment of directors representing activist hedge funds ends years of infighting between management and several leading shareholders, a tussle that has been closely monitored as a litmus test of Japanese corporate governance standards.
The battle goes back to an accounting scandal that rocked the 146-year-old conglomerate seven years ago, bringing it to the brink of bankruptcy. Last year, an independent panel found that Toshiba had colluded with Japan’s ministry of economy to pressure foreign investors at the 2020 shareholder meeting.
“Strong Toshiba can only be realised by radical transformation,” Jerry Black, who chairs the board’s committee in charge of the strategic review, told the annual meeting. He added that the management’s vision would “require speed and clear direction, and privatisation could possibly help that transformation”.
Several regular shareholders echoed Watahiki’s opposition to the appointment of board members represented by activist funds, while others spoke out against privatisation. Chief executive Taro Shimada said the company had not settled on privatisation and would consider various options.