Toshiba says not threatened by Hoya's sweeter bid for Toshiba's NuFlare unit (updated)

Shibaura Machine

19/12/2019 08:37

* Hoya's has bid 12,900 yen per share vs 11,900 yen from
Toshiba
    * But Hoya's offer requires Toshiba to sell part of NuFlare
stake
    * Toshiba says won't raise own bid or accept Hoya's offer 

 (Adds Hoya comment in paragraph 11)
    By Makiko Yamazaki and Noriyuki Hirata
    TOKYO, Dec 19 (Reuters) - Toshiba Corp  6502.T  does not
feel threatened by Hoya Corp's  7741.T  counter offer for
Toshiba chip equipment unit NuFlare, saying that even if its own
bid fails it does not expect Hoya to succeed. 
    Toshiba CEO Nobuaki Kurumatani told Reuters in an interview
that the Japanese conglomerate, which holds 52.4% of NuFlare
Technology Inc  6256.T , had no intention of accepting Hoya's
sweeter bid or raising its own.
    Optical products maker Hoya has offered 12,900 yen per
NuFlare share or $1.4 billion - a rare unsolicited bid in Japan,
topping 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.
    Hoya has, however, also said it wants at least two-thirds of
NuFlare, meaning Toshiba would need to sell part of its stake.
Toshiba executives have said they are puzzled by Hoya's
proposal, which cannot succeed without Toshiba's cooperation.
    "It's a mysterious tender offer," said Kurumatani.
    NuFlare has more than 50% of the world's market for electron
beam mask writers, used to print patterns on semiconductor
wafers. That is attractive to Hoya which makes mask blanks and
see synergies that will help it expand its semiconductor-related
business.
    Japanese activist investor Yoshiaki Murakami also has a 6.2%
stake in NuFlare.  urn:newsml:reuters.com:*:nL4N28J2NF
    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, adding
that Toshiba engineers have been 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."
    Asked to comment on Kurumatani's remarks, 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  6104.T , NuFlare's No.2 shareholder, could be exposed to
shareholder lawsuits if Hoya's bid is rejected.
    But Kurumatani said Toshiba's board, the majority of which
are 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.
    
($1 = 108.6400 yen)

 (Reporting by Makiko Yamazaki and Noriyuki Hirata; Editing by
Edwina Gibbs)
 ((Makiko.Yamazaki@thomsonreuters.com; +81-3-4563-2805;))