Toshiba Corp doesn’t feel threatened by Hoya Corp’s counter-bid for Toshiba chip equipment unit NuFlare.
Japanese conglomerate says that even if its own bid fails it does not expect Hoya to succeed.
Toshiba CEO Nobuaki Kurumatani told that the Japanese conglomerate had no intention of accepting Hoya’s sweeter offer.
Optical products maker Hoya has offered 12,900 yen per NuFlare share or $1.4 billion – a rare unsolicited bid in Japan.
It topped Toshiba’s offer of 11,900 yen for each share it does not own.
If rejected, it could put NuFlare in the uncomfortable position of having to explain to shareholders why it did not accept a higher offer.
However, Hoya has also said it wants at least two-thirds of NuFlare.
It means that Toshiba would need to sell part of its stake.
Toshiba executives said they puzzled by Hoya’s proposal, which cannot succeed without Toshiba’s cooperation.
CEO Toshiba said, “It’s a mysterious tender offer.”
NuFlare has more than 50pc of the world’s market for electron beam mask writers, used to print patterns on semiconductor wafers.
Japan’s Hoya to launch $1.4 billion counterbid for Toshiba unit NuFlare
Japanese activist investor Yoshiaki Murakami also has a 6.2pc stake in NuFlare.
Kurumatani said if Toshiba’s bid fails, “it will just be the current status quo,” he said.
“This is not something we are troubled by.”
“NuFlare cannot survive without Toshiba,” he said.
He added that Toshiba engineers heavily involved in developing NuFlare’s next-generation mask writers.
“We can unleash the value of NuFlare,” he said. “It’s not a matter of price.”
Moreover, a spokeswoman for Hoya said: “Hoya believes its offer is the best one for all three companies – Toshiba, Hoya and NuFlare.”
Travis Lundy, an independent analyst who writes on the Smartkarma platform, said he thought NuFlare and Toshiba Machine Co Ltd, NuFlare’s No.2 shareholder, could be exposed to shareholder lawsuits if Hoya’s bid is rejected.
Although Kurumatani said Toshiba’s board, the majority of which external directors, had signed off on Toshiba’s offer price for NuFlare and bumping that up would harm its own shareholders’ interests.
Toshiba’s bid, which ends Dec. 25, is part of a 200 billion yen ($1.8 billion) plan to convert NuFlare and two other listed subsidiaries into wholly owned units.
If Toshiba’s bid fails, Hoya’s offer would begin in April and is due to run for a month.