(word is out that Hoya is now considering a hostile takeover bid of Pentax.)
Pentax set to pull backers of takeover bid from board
The Yomiuri Shimbun
Pentax Corp. President Takashi Watanuki and other executives have decided to exclude two former executives who supported a takeover bid by Hoya Corp. from a list of board member candidates to be proposed at a shareholders meeting in June, it was learned Thursday.
The Pentax management plans to remove former President Fumio Urano and former Managing Director Katsuo Mori from the list to be submitted at the shareholders meeting, where the new members will be elected.
Investment firm Sparx Group Co., the largest shareholder in Pentax, said Wednesday it would make a stockholder proposal to replace members of the Pentax management to promote the merger with the glassmaker.
A conflict within Pentax has led to a confrontation between the management and the major shareholder over the board personnel.
Pentax's shareholders meeting is scheduled for June 22. All eight board members will face reelection there.
Six of them, including Watanuki, are reluctant to support business tie-up talks with Hoya. By removing Urano and Mori from its board, the management will have no proponents of the merger.
Sparx said: "Those in the current management [of Pentax] got their posts only as a result of the internal conflict. Their management ability is unknown, and we're not in a situation to believe that they deserve to obtain a mandate from shareholders."
Sparx's proposal will urge other shareholders to elect Urano and Mori, and Yuji Nishiura, managing director of the Tokyo office of U.S. management consultancy AlixPartners, LLC, as an outside board member.
According to sources, Sparx employees met with Pentax top executives Wednesday, shortly before the deadline for the submission of shareholder proposals. The Sparx proposal was submitted to the Pentax executives.
The Pentax side told the Sparx employees that it would not approve of reelecting Urano and Mori, but proposed to have an outside board member to strengthen transparency in its management.
The camera maker also suggested it was willing to include several individuals backed by Sparx on its board, the sources said.
Sparx expressed an intention to have talks with Pentax on the matter. However, depending on the way the discussion goes, a proxy scramble could ensue, according to the sources.
(Apr. 27, 2007)