2010-03-08 07:20:02 -
Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners”) today announced that it has commenced a proxy solicitation campaign seeking support for the election of its slate of ten director-nominees to the Board of Directors (the “Board”) of Sapporo Holdings Limited (TSE: 2501) (“Sapporo” or the “Company”) at Sapporo’s annual general meeting of shareholders scheduled for March 30, 2010 (the “2010 AGM”).
Steel Partners is seeking the support of Sapporo shareholders for Steel Partners’ six director-nominees (the “Shareholder Nominees”) and four incumbent directors whom Steel Partners supports for re-election to the Board at the 2010 AGM (the “Independent Nominees”). Set forth at the end of this press release are brief biographies of Steel Partners’ slate of director-nominees outlining their professional histories.
“We believe that electing the Shareholder Nominees and the Independent Nominees will maintain continuity on the Board while also bringing about the leadership change necessary to revitalize Sapporo, to refresh Sapporo’s leadership and to increase Sapporo’s long-term corporate value,” stated the letter to Sapporo shareholders included in Steel Partners’ proxy solicitation materials (the “Proxy Materials”).
In the Proxy Materials, Steel Partners highlighted its serious reservations about the ability and competence of Sapporo’s current Board to effectively manage the Company. In the letter to shareholders, Steel Partners wrote, “We believe that poor Board oversight and poor management are the root cause of these problems… Further, management cannot be trusted to fix the long-term problems that they created.” The Proxy Materials further emphasized Steel Partners’ concerns about the Company’s poor performance and deteriorating corporate value under its current Board. “Sapporo’s existing board and management team have been given a sufficiently long period of time to demonstrate the effectiveness of their strategy, and we believe they have failed. If the status quo is maintained, we are deeply concerned that the Company’s future will mirror its past under present leadership,” stated Warren Lichtenstein of Steel Partners.
“Our goal is to help Sapporo reverse its long-term decline in business and corporate value,” added Mr. Lichtenstein. “We believe in Sapporo’s potential value, but its full value will not be realized under its current Board. Sapporo can return to prominence under capable leadership. The Shareholder Nominees have significant management experience and a record of excellence in executing business operations and are prepared to lead the Company’s revival.”
Steel Partners also announced that it will host information meetings with Sapporo shareholders (the “Information Meetings”) in seven cities, Tokyo, Osaka, Nagoya, Yokohama, Sapporo, Chiba and Omiya. One Information Meeting will be held in each of these cities in order to provide Sapporo shareholders with the opportunity to learn the background behind the Steel Partners shareholder proposal and the qualifications of its Shareholder Nominees. The Information Meetings are intended to help Sapporo shareholders understand how Steel Partners Shareholder Nominees will help revitalize Sapporo. Directions to the Information Meetings are available to Sapporo shareholders on the Steel Partners website at
spjsf.weblogs.jp/en/ :
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The Steel Partners website also includes various presentation materials and additional information that are available to the public.
Steel Partners is the largest shareholder of Sapporo, owning, together with its joint holder, approximately 18% of the Company’s outstanding shares and has been the Company’s largest shareholder since June 2004.
THE SHAREHOLDER NOMINEES
Mr. Yoshiharu Naito, former Chairman & President of Pokka Corporation; current Supreme Advisor of Serendip Consulting
Mr. Naito will take the initiative in expanding the Company’s beverage business including Sapporo’s beer-type products and its business in the Southeast Asian market, which grew during his presidency of Pokka Corporation.
Mr. Yasuo Nakata, former Representative Director and President/CEO/CIO of Calbee Foods Co. Ltd.; current Outside Director at Autobacs Seven Co., Ltd. and Kojima Co., Ltd.; Representative Director at K.K. Nakata Yasuo Office Ltd.
Mr. Nakata is one of the most well recognized executives in the food industry. He will draw on his rich experience and exert his leadership at Sapporo to grow its food business and private brand product development.
Mr. Hironori Aihara, former Director/Vice President of Mitsubishi Corporation; former CEO, Mitsubishi Americas & President of Mitsubishi International Corporation; current Director Chairman & Advisory Board Member of TTI Ellebeau Inc.; Director Chairman of Transcu Ltd.; Director and Advisory Board Member of Pasona Inc.; Outside Director of Aderans Holdings Co., Ltd.; Advisory Board Member at Deutsche Securities Inc.
Mr. Aihara is an external board member at a number of companies. He is also a former chairman of compliance/governance committee at Mitsubishi Corporation and the current head of such committee at Aderans Holdings Co., Ltd. He will exercise his leadership as a corporate governance professional.
Mr. Shunichi Fujii, former Representative Director and President at Fujiya Co., Ltd.; former President and CEO at Nestlé Japan Ltd.; current Outside Statutory Auditor at WDI Corporation; Chairman at Fujii Office, Ltd.
Business alliances with overseas food and drinks manufacturers are necessary for Sapporo’s growth. Mr. Fujii will take the initiative in developing Sapporo’s overseas alliances using his rich experience in international partnership and his former role as the representative of a major foreign food company.
Mr. Shiro Hara, former Representative Director and President at CB Richard Ellis Investors Japan K.K.; former Representative Director and President at K.K. New City Corporation; current Representative Director and President at K.K. GIA Global Investment Advisory and Global Capital Management K.K.
Mr. Hara launched a real estate fund at CB Richard Ellis Investors Japan K.K. and engaged in the acquisition of Nihon-shintoshi-kaihatsu Corporation and succeeded in reviving that company. He also started New City Residence Investment Corporation, a REIT exclusively focused on residential properties in Japan, and was successful in growing that company into a JPY200bn-asset enterprise. Building on New City Corporation’s platform, he developed its real estate investment & development business to cover Japan, China and South Korea acquiring and managing JPY400bn of real estate assets with 700 employees including its subsidiaries. Drawing on his experience as the top executive of a real estate developer, Mr. Hara will exercise his leadership in maximizing the value of Sapporo’s real estate business.
Mr. Joshua Schechter, former Tax Consultant at Ernst & Young LLP; current Partner at Steel Partners Ltd. and outside Director of Aderans Holdings Co., Ltd.
As a professional in M&A and accounting, Mr. Schechter is currently making great contributions to helping rebuild corporate value at Aderans Holdings Co., Ltd. as a board member. Steel Partners, as Sapporo’s largest shareholder with interests aligned with those of other shareholders and stakeholders, nominated Mr. Schechter as it believes he will represent shareholders’ views at board meetings where shareholders’ perspectives may not be fully presented at management discussions.
THE INDEPENDENT NOMINEES
Mr. Yoichi Kato, former Senior Managing Director, Yebisu Garden Place Co., Ltd.; current Director of Corporate Planning
Mr. Nobuo Katsumata, former Representative Director & CEO of Marubeni Co. Ltd.; current Chairman of Marubeni Co., Ltd.
Mr. Hiroaki Etoh, former Representative Director & President of Mizuho Trust Bank; current Advisor, Mizuho Trust Bank
Mr. Hiroshi Tanaka, Chairman and Director, Kureha Co. Ltd.
About SPJSF
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.
Japan Media Contact:PRAP JAPANMasako Matsuoka813-3486-2931
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