Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners”) announced today that it has nominated a slate of 8 highly qualified director nominees for election to the Board of Directors of Aderans Holdings Co., Ltd. (TSE Code: 8170) (“Aderans” or the “Company”) at the Company’s Annual General Meeting of Shareholders scheduled to be held in May 2009.
Steel Partners detailed its nominations in a shareholder proposal (the “Proposal”) presented to Kiyoshi Hayakawa, President and Representative Director of Aderans.
In the Proposal, Steel Partners said the fresh perspective that its nominees would bring to Aderans is needed to accelerate a recovery in the Company’s corporate value.
“We are proposing to nominate for election eight directors to the Company’s Board of Directors who we believe are qualified and prepared to respond to changing market conditions with the urgency that is necessary for the Company to stave off further decline, to stabilize and then to grow, which a majority of current directors have been unwilling to do,” Steel Partners stated in the Proposal. “Each of our nominees has significant investment or management experience and a record of excellence in executing business operations.”
Steel Partners noted that Aderans' operating performance has continued the decline that was set in motion several years ago by its current management. Aderans' operating income and operating margins have substantially decreased as its direct competitors strategically and financially outperform the Company. In addition, the Company continues to retain a significant percentage of its consolidated assets that do not contribute to its hair replacement business and have resulted in significant losses.
Steel Partners’ nominees include Nobuo Watabe, a former senior executive of the Company, until his retirement in 2006, and current President and Representative Director Kiyoshi Hayakawa. Steel Partners said that Mr. Hayakawa’s short tenure as President does not lend itself to a fair evaluation of his ability or willingness to help the Company out of its current fiscal decline.
Steel Partners director nominees are:
Candidate |
Name |
Career Summary and Positions | ||
1969: He joined Aderans Corporation (currently Aderans Holdings Co., Ltd) | ||||
1981: Director at Aderans Corporation | ||||
1984: Managing Director at Aderans Kogei K.K. | ||||
1 | Nobuo Watabe | 1991: President & Representative Director at Aderans Kogei K.K. | ||
(October 9, 1942) | 1996: Vice President & Representative Director at Aderans Corporation | |||
2005: Executive councillor at Aderans Corporation | ||||
2006: He resigned Aderans Corporation | ||||
2008: Representative Director at 101 Japan K.K. (up to the present) | ||||
1972: He joined Fontaine K.K. | ||||
2000: Director & General Manager for Business Section at Fontaine K.K. | ||||
2 | Kiyoshi Hayakawa | 2001: Managing Director & General Manager for Business Section at Fontaine K.K. | ||
(April 30, 1948) | 2003: Executive Managing Director & General Manager for Business Section at Fontaine K.K. | |||
2004: Representative Director, President & General Manager for Business Section at Fontaine K.K. (up to the present) | ||||
2008: Representative Director at Aderans Holdings Co., Ltd. (up to the present) | ||||
1978: He joined Mobil Oil K.K. (currently Exxon Mobil Y.G.) | ||||
1998: Director & General Manager at Business Management Section, Shiseido Beauty Company K.K. (currently Shiseido Professional K.K.) | ||||
2001: Director & General Manager at Business Management Section, Japan Polaroid K.K. | ||||
3 | Shigeru Ishiko | 2006: Outside director, Naigai Co., Ltd. | ||
(June 26, 1953) | 2007: Representative and Executive Director, Naigai Co., Ltd. | |||
Guest Professor at Graduate School of Tokyo University of Technology (up to the present) | ||||
2008: Corporate Advisor, Naigai Co., Ltd. | ||||
Certified Public Accountant/Master of Business Administration | ||||
1977: She joined P&G Sun Home K.K. (currently P&G Far East, Inc.) | ||||
1998: Vice President, Corporate New Ventures, Asia, Procter & Gamble | ||||
4 | Hiroko Wada | 2001: Representative Director, Dyson Japan Branch | ||
(May 4, 1952) | 2004: Representative Director and Chief Operating Officer, Toys “R” Us-Japan, Ltd. | |||
2004: She established Office WaDa, serves as the Representative Director (up to the present) | ||||
2009: Guest professor at Momoyama Gakuin University (up to the present) | ||||
1962: He joined Mitsubishi Corporation | ||||
1992: Director, Mitsubishi Corporation | ||||
1994: Executive Director, Mitsubishi Corporation | ||||
1998: Director, Vice President, Mitsubishi Corporation | ||||
5 | Hironori Aihara | 1999: IT business Group CEO, Mitsubishi Corporation | ||
(June 17, 1938) | 2000: CEO in charge of the Americas & President at Mitsubishi International Corporation | |||
2007: Director Chairman & Advisory Board Member of TTI ellebeau, Inc. (up to the present) | ||||
Director Chairman Transcu Ltd (Singapore) (up to the present) | ||||
2008: Director at Aderans Holdings Co., Ltd. (up to the present) | ||||
Director & Advisory Board Member at Pasona Inc. | ||||
Advisory Board member at Deutsche Bank AG, etc. | ||||
1967: He joined General Foods (currently Ajinomoto General Foods K.K.) | ||||
1989-98: He joined Pepsi-Cola Japan (Japan Branch of PepsiCo Inc.) | ||||
1996: President, Pepsi-Cola Japan | ||||
6 | Tadao Otsuki | 1998-2004: President & Representative Director, Drake Beam Morin. Japan, Inc. | ||
(May 24, 1943) | 2005: Chairman and CEO, Novations Group Inc. | |||
2006: He retired Novations Group Inc. | ||||
2006: President & Representative Director, Otsuki Consulting International, Inc. (up to the present) | ||||
2007: Japan Representative of Aviador Group, Inc., USA, Japan Representative of Apogee Foundation, USA. (NPO) (up to the present) | ||||
1976: He joined Peat, Marwick & Mitchell | ||||
1978: He joined Gulf Western Inc. | ||||
1980: He joined Applied Materials Japan K.K. | ||||
7 | Seitaro Ishii | 1982: Director at Applied Materials Japan K.K. | ||
(August 21, 1946) | 1996: Vice President at Applied Materials, Inc. | |||
2005: He retired Applied Materials, Inc. | ||||
2006: He started Ishii Associates | ||||
2008: Representative Director & CEO at IIOSS K.K. (up to the present) | ||||
Director at Aderans Holdings Co., Ltd. (up to the present) | ||||
1996: Tax Consultant at Ernst & Young LLP | ||||
8 | Joshua Schechter | 1997: Financial Analyst at LeiferCapital Inc. | ||
(March 27, 1973) | 1998: Associate in Corporate Finance Group of Imperial Capital LLC (M&A, mezzanine debt and equity investment analysis / advisory) | |||
2001: Partner at Steel Partners, Ltd. (to the present) | ||||
2008: Director at Aderans Holdings Co., Ltd. (up to the present) |
(Notes)
(1) | None of the above candidates for director has a special interest between each other and the Company, except Mr. Watabe. | |
(2) | Mr. Watabe is the representative director of 101 Japan K.K., which conducts business categorized as same as one of the businesses conducted by the Company. Mr. Watabe informed SPJSF that he intends to resign from 101 Japan if he is elected to the board of directors of the Company. |
Steel Partners has been an investor in Aderans since 2004 and is the largest shareholder of the Company, owning 11,155,000 shares, or approximately 26.7% of the Company’s outstanding shares.
About Steel Partners
Steel Partners Japan Strategic Fund (Offshore), L.P. is a long-term relationship/active value investor that seeks to work with the management of its portfolio companies to increase corporate value for all stakeholders and shareholders.
Contacts:
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financial@prap.co.jp
or
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Jason Booth, 310-941-3616