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Toshiba plans to split into 2 firms instead of 3 after opposition

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Toshiba Corp. said Monday it now seeks to divide into two listed companies instead of three after its initial restructuring plan drew stiff opposition from activist shareholders calling for an increase in corporate value.

Toshiba, a Japanese household name with a nearly 150-year history, said the revision of the original plan, disclosed three months ago, aims to cut costs associated with the reorganization and ensure stability in its finances.

Under the new plan, the industrial conglomerate will only spin off its device business, including its semiconductor and hard disk drive segments, while keeping the infrastructure unit within Toshiba.

Toshiba said it eyes completing the spinoff and listing of the device company by March 2024. It seeks to win enough support over the latest plan from major stakeholders before convening an extraordinary shareholders’ meeting by the end of next month.

“This is a decision that has been reached to make sure that a split of the company is realized and improve the stability of the spinoff while maintaining the original purpose,” Toshiba CEO Satoshi Tsunakawa said in a briefing for investors.

Toshiba said it intends to raise shareholder returns to 300 billion yen ($2.6 billion), triple the amount it announced in November, over the next two years.

To that end, the company will sell 55 percent of its 60 percent stake in Toshiba Carrier Corp., its air-conditioning subsidiary, to U.S. firm Carrier Corp. for about 100 billion yen.

It had planned to break up into three companies — two spinoffs that would each focus on infrastructure and devices and a third that would own a stake in flash-memory chip company Kioxia Holdings Corp.

The rare reorganization of the tech behemoth was seen as an attempt to appease shareholders disgruntled by lackluster efforts to boost growth and corporate value.

It had said the three-way split was set to require about 10 billion yen, but the projected cost ballooned following further evaluation. The two-way split is now estimated to cost around 20 billion yen.

Speaking at a press conference after the briefing, Tsunakawa apologized for causing confusion by scrapping the initial plan in three months.

While insisting the review was a “necessary step to realize the best solution” for all stakeholders, the CEO said Toshiba has no more plans to make changes to its reorganization scheme.

In an effort to concentrate its resources on focus areas, Toshiba will also begin the process of selling its elevator and lighting businesses.

Toshiba has a variety of businesses, from nuclear power and elevators to hard disk drives and semiconductors. In fiscal 2020, which ended in March 2021, it had over 3 trillion yen in sales.

Its strategy was revised after some activist stakeholders voiced opposition against the three-way split.

Toshiba, regarded by the Japanese government as a company critical to national security, is nearly 30 percent owned by foreign funds.

Their influence in Toshiba grew after the conglomerate floundered following the 2017 bankruptcy of its U.S. nuclear plant subsidiary Westinghouse Electric Co.

Following the announcement of the initial plan, Singapore-based 3D Investment Partners Pte., which has a roughly 7 percent stake in Toshiba, said it does not believe that splitting the conglomerate into three is optimal for its shareholders and is “instead very likely to create three underperforming companies.”

The asset management company last month called for Toshiba to convene an extraordinary general meeting of shareholders at which the three-way split could only proceed if two-thirds of the attendees expressed support.


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