Toshiba board gains two directors from activist funds in historic shift

By Makiko Yamazaki

TOKYO (Reuters) -Toshiba Corp shareholders voted in two board directors from activist hedge fund investors at its annual general meeting on Tuesday - an inclusion that is expected to add momentum to its exploration of potential buyout deals.

Nabeel Bhanji, a senior portfolio manager at Elliott Management, and Eijiro Imai, managing director at Farallon Capital Management were elected, as was Akihiro Watanabe, an executive from boutique U.S. investment bank Houlihan Lokey (NYSE:HLI), who becomes chairman of its board.

The appointment of Bhanji and Imai was not without controversy and right after the vote, external director Mariko Watahiki tendered her resignation, TV Tokyo reported. Toshiba (OTC:TOSYY) declined immediate comment.

Watahiki, a former high court judge, had argued their appointments could lead to the board becoming too skewed towards the input of activist investors.

To date only a few large Japanese companies have brought activist shareholders onto their boards. The inclusion by Toshiba is particularly significant given its history of accounting and governance crises since 2015 and tensions with its large activist investor base.

"One of the major issues that we've had as a company is a lack of trust between our large shareholders and management, and this was an attempt to address that," Raymond Zage, who chairs the nomination committee, told the meeting before the vote.

Farallon and Elliott together hold about 10% of Toshiba and activist shareholders are estimated to own roughly a quarter of the company's stock.

Tensions with activist investors were particularly fraught last year when a shareholder-commissioned investigation concluded the company had colluded with Japan's trade ministry - which sees Toshiba's nuclear and defence technology as a strategic asset - to block overseas investors from gaining influence at its 2020 shareholder meeting.

Earlier this year, shareholders rejected management-backed plans to split the company in half, prompting Toshiba to restart a strategic review.

All in all, seven new board directors were appointed and six including Watahiki were reappointed on Tuesday.

Toshiba said this month it had received eight initial buyout proposals to go private as well as two proposals for capital alliances that would see it remain listed.

It plans to shortlist bidders soon so that selected suitors can start due diligence from July.

Jerry Black, who chairs the board's committee in charge of the strategic review, told the AGM that going private "could possibly help" with a radical and speedy transformation of Toshiba, while stressing that the committee has no predetermined points of view.

Sources have told Reuters that at least one bidder is considering offering up to 7,000 yen per share to take the company private, valuing a potential deal at up to $22 billion.

KKR & Co (NYSE:KKR) Inc, Baring Private Equity Asia, Blackstone (NYSE:BX) Inc, Bain Capital, Brookfield Asset Management, MBK Partners, Apollo Global Management (NYSE:APO) and CVC Capital Partners have submitted initial bids, according to sources with knowledge of the matter.

Some of them may form consortia for a bid, they added.

Shares in Toshiba turned positive on the news, finishing 0.7% higher at 5,745 yen. That's up 21% since the end of the year, giving it a market value of $18 billion.