Steel Partners Japan Strategic Fund (Offshore) has sent a letter to shareholders of Aderans Holdings urging them to vote for Steel Partners’ slate of eight director nominees to the comp
Steel Partners Japan Strategic Fund (Offshore) has sent a letter to shareholders of Aderans Holdings urging them to vote for Steel Partners’ slate of eight director nominees to the company’s board of directors.
At the same time, Steel Partners made available to investors an in-depth presentation it made this week to leading proxy advisory firms RiskMetrics Group and Glass Lewis. In the presentation, Steel Partners outlines its operational objectives for improving the company’s long-term performance, the significant qualifications of the shareholder nominees, as well as its concerns about the company’s alliance with Unison. The latter contemplates the election of three Unison representatives to the board, the tendering of the company’s treasury shares, and the launching of an inadequate and coercive tender offer shortly thereafter.
‘Our director nominees are experienced and respected businesspeople in corporate Japan, and they are willing, committed and motivated to effect meaningful positive change at Aderans,’ says Warren Lichtenstein of Steel Partners (pictured). ‘We urge shareholders to evaluate the proposals to be presented at the AGM based on their merits, rather than on rhetoric. If they do, I am confident that shareholders will vote for our director nominees in order to send a strong message to the company that improving corporate value for all shareholders is paramount.’
Steel Partners wrote in a letter to Aderans’ shareholders that if the shareholder nominees are elected, they intend to pursue the following operational goals:
• Restore profitability and refresh the operations of the company’s core men’s business segment.
• Integrate the woman’s businesses in order to better utilize the company’s resources for this business segment.
• Fully integrate the North American subsidiaries in order to maximize efficiencies and profitability.
• Refresh and improve marketing and advertising practices, including target customer analysis and ROI for each advertising and sales channel.
• Review cost structure and working capital requirements in order to create a healthy and effective balance that will promote long-term stability and improved performance for the company
• Accelerate divestiture of non-core assets, specifically the Aderans golf course and other real estate, so that the company can restore focus on its core businesses and on maximizing customer service and satisfaction.
• Review the company’s capital allocation practices and cash management systems in order to improve the use of the company’s resources.
• Improve efficiency of corporate overhead.
• Review the company’s treasury share holdings and consider their cancellation in order to protect company’s shareholders from dilution.
Steel Partners stressed that if the Unison proposed tender offer is successful, the acquisition of Aderans’ shares at below book value would enable Unison to acquire control of the company at a discount instead of paying a premium.
