Farallon playbook…

https://www.reuters.com/markets/funds/toshiba-shareholder-farallon-calls-it-solicit-buy-out-offers-2022-03-11/

Major Toshiba shareholder Farallon calls on it to solicit buy-out offers

March 11, 2022

TOKYO, March 11 (Reuters) - One of Toshiba Corp's (6502.T) largest shareholders on Friday called on it to solicit buy-out offers, joining a chorus of investors who have opposed the Japanese conglomerate's plan to break itself up.

U.S. hedge fund Farallon Capital Management, Toshiba's third-largest shareholder with a stake of more than 6%, said in a statement it planned to oppose the management-backed break-up, calling it a premature step as a privatisation was never adequately explored.

"Farallon believes the privatisation solution is both the most value maximizing alternative and the only solution for Toshiba to fix its governance, capital allocation issues, and the deep mistrust with its shareholders," it said.

Toshiba's top shareholder and two influential proxy advisory firms on Thursday said they opposed the company's plan to split up, pointing out that it needed to rebuild trust with shareholders before pressing ahead with the plan.

Toshiba will hold an extraordinary shareholders' meeting on March 24 to put to a vote its plan to split in two, drawn up originally after a five-month strategic review.


https://www.reuters.com/technology/exclusive-toshiba-nominate-elliott-farallon-executives-its-board-sources-says-2022-05-23/

Exclusive: Toshiba to propose Elliott, Farallon executives join its board

May 23, 2022

TOKYO, May 23 (Reuters) - Toshiba Corp (6502.T) plans to propose giving two of its major hedge fund shareholders seats on its board, people familiar with the matter said, a move that could give foreign investors more influence over the troubled Japanese conglomerate.

Toshiba plans to nominate executives from Elliott Management and Farallon Capital Management for board seats ahead of its annual shareholder meeting in June, said the people, who declined to be identified because the matter has not been made public.

Three of the people said Toshiba would propose an Elliott executive, and two of them said it would also propose one from Farallon.

The move could mark a turning point in a long battle between Toshiba's management and its activist shareholders.

A Toshiba spokesperson said the company hadn't finalised its board director nominees, adding it would disclose its decisions promptly once they had been made.

Farallon, Toshiba's third-largest shareholder with a stake of more than 6%, and Elliott, which sources say owns just under 5% of Toshiba, didn't immediately respond to requests for comment.

Toshiba has delayed board director nominations, saying it is trying to ascertain whether there are any conflicts of interest for some candidates.

Bringing activist shareholders onto a board is relatively rare in Japan.

But this is slowly changing. In 2019, Olympus Corp (7733.T) brought a ValueAct Capital partner onto its board as the medical equipment firm saw the San Francisco-based fund as a potential catalyst for change at the firm, which was reeling from an accounting scandal.

Greater influence for hedge fund shareholders could also raise the chance of a deal to take Toshiba private.

Farallon said in March it believed taking Toshiba private would maximise value for shareholders and was the only solution for Toshiba to fix its governance, capital allocation issues, and the deep mistrust among its shareholders. read more

Toshiba, which has since 2015 been bedevilled by accounting and governance crises, set up a special committee last month to explore strategic options, including potential deals to go private, after shareholders voted down a management-backed restructuring plan.

It said 10 potential investors had signed confidentiality pledges, without identifying them.