Japan's Toshiba Brings In M&A Adviser And Activists In Board Overhaul

Toshiba Corp nominated an executive from M&A advisory firm Houlihan Lokey as chairperson and activist shareholders as outside directors on Thursday, in a board overhaul that could intensify pressure to take the conglomerate private.

Ahead of its annual shareholders' meeting on June 28, Toshiba nominated Akihiro Watanabe, the founder of Japanese M&A advisory firm GCA Corp, which was recently acquired by U.S. investment bank Houlihan Lokey.

It also proposed Nabeel Bhanji, a portfolio manager at Elliott Management, and Eijiro Imai, managing director at Farallon Capital Management, would be given board seats, a potential turning point in a long battle between Toshiba and its activist shareholders.

Farallon, Toshiba's third-largest shareholder with a stake of more than 6%, has said it believes taking Toshiba private would maximise value for shareholders. Elliott owns just under 5% of Toshiba, according to sources.

Toshiba, which has since 2015 been bedevilled by accounting and governance crises, has been exploring strategic options, including potential deals to go private, since shareholders voted down a management-backed restructuring plan.

Raymond Zage, the head of the nomination committee, said at a briefing that given the importance of the discussions on potential privatization proposals, the committee felt that it "would be helpful to all shareholders to have two out of the 13 representatives on the board" from large shareholders.

Current board Chair Satoshi Tsunakawa, who has been serving in the post on an interim basis since the re-election of the then chairperson was rejected last year, will step down to become executive advisor.

Board director nominations were delayed for about two weeks as Toshiba took extra time to ascertain whether there were any conflict-of-interest issues for some candidates.

Toshiba also nominated Taro Shimada and Goro Yanase as chief executive officer and chief operating officer, respectively. The two also have been serving in the posts on an interim basis since the sudden resignation of Tsunakawa as CEO in March.