Tokyo, Jan. 27 - Steel Partners Japan Strategic Fund (Offshore), L.P. today sent to Sapporo Holdings Ltd. a letter stating disappointment over the Board of Director's continued refusal to engage in meaningful negotiations related to SPJSF's interest in acquiring a larger stake in the Company.
At a meeting with the Company in Tokyo on January 23, 2008, SPJSF reiterated its request to negotiate “terms and conditions that the Board can recommend to its shareholders.” SPJSF also repeated its request to enter a confidentiality agreement with the Company enabling it to receive non-public information that may enable SPJSF to enhance its ¥825 per share offer, initially made on February 15, 2007. Sapporo management declined both requests, SPJSF stated.
“SPJSF believes that the Board’s current refusal to engage in meaningful discussions with respect to price, structure and ownership percentage so that a transaction can be agreed to in a negotiated manner, is contrary to the best interests of the Company’s stakeholders and is damaging the Company’s corporate value,” Warren Lichtenstein, Managing Partner of SPJSF wrote in the letter.
To support its request for negotiations, SPJSF’s presentation to the Company on January 23:
Explained that SPJSF has been a long-term, supportive shareholder of Sapporo Holdings since 2004 and is currently the largest single shareholder with approximately 19% 1.
Outlined key recommendations for enhancing the Company’s business performance, as detailed in the Value Enhancement Plan submitted to the Company in November 2007.
Explained that SPJSF is not “abusive” as defined by Sapporo’s AWS.
Urged the Board to respect the rights of shareholders to determine for themselves whether or not they should accept the proposal.
In its letter to the Company, SPJSF said it has no reason to believe that any changes should be made to Sapporo’s senior management. However, Mr. Lichtenstein noted: “we reserve the right to take any action we deem necessary or appropriate if the rights of shareholders are not protected, including reevaluating our position on seeking Board representation in an oversight role.”