Timeline: From scandal to delisting: Toshiba's long-running crisis

Toshiba

19/12/2023 15:01

By Makiko Yamazaki
       TOKYO, Dec 20 (Reuters) - Toshiba Corp  6502.T  on
Wednesday ends its 74-year history as a listed company as a
consortium led by Japan Industrial Partners (JIP) takes the
company private.
    The buyout is expected to draw a line under the Japanese
conglomerate's troubled history. Here is a timeline of Toshiba'
problems since 2015.
    
2015 - Toshiba discloses accounting malpractices across multiple
divisions, which involved top management. It overstated pretax
profit by 230 billion yen ($1.59 billion) over seven years.

Dec. 2016 - Toshiba says it will take a charge of several
billion dollars related to a nuclear power plant construction
company that U.S. unit Westinghouse Electric had bought a year
earlier.

March 2017 - Westinghouse files for Chapter 11 bankruptcy. Faced
with more than $6 billion in liabilities linked to Westinghouse,
Toshiba decides to put prized chip unit Toshiba Memory up for
sale.

Sept. 2017 - Toshiba agrees to sell the chip business to a
consortium led by Bain Capital for $18 billion, while retaining
a large stake. 
    The company is desperate to close the deal by the end of the
financial year in March to help right its finances and avoid a
potential delisting.   
    That is jeopardised by a prolonged dispute over the sale
with Western Digital Corp  WDC.O , its partner in a chip joint
venture. Antitrust reviews are expected to take months.
    
Dec. 2017 - Toshiba secures a $5.4 billion cash injection from
more than 30 overseas investors, helping it avoid a delisting
but bringing in prominent activist shareholders including
Elliott Management, Third Point and Farallon. Dispute with
Western Digital is settled.

Jan. 2020 - Toshiba finds further accounting irregularities at a
wholly owned subsidiary.

July 2020 - Five director candidates nominated by activist
shareholders get voted down at an annual general meeting.

Sept. 2020 - Toshiba discloses that more than 1,000 postal
voting forms for its AGM went uncounted. The bank that counted
the votes, Sumitomo Mitsui Trust Bank  8309.T , later reveals
widespread failure to count all valid votes at AGMs of client
firms over past two decades.

March 2021 - Shareholders approve an independent investigation
into allegations that investors were pressured ahead of the
previous year's AGM.

April 2021 - CVC Capital Partners makes an unsolicited $21
billion offer to take Toshiba private. 
    A week later, Toshiba's CEO resigns over the CVC bid,
perceived by some within company management as designed to
shield him from activist shareholders. 
    Toshiba's subsequent dismissal of the CVC offer angers some
activist shareholders. 

June 10, 2021 - A shareholder-commissioned investigation
concludes Toshiba colluded with Japan's trade ministry - which
sees Toshiba as a strategic asset - to block overseas investors
from gaining influence at 2020 shareholder meeting. 

June 25, 2021 - Shareholders oust board chairman Osamu Nagayama
after critics accuse the board of failing to address allegations
that it pressured investors. Toshiba pledges to undertake a full
review of assets and engage with potential investors. 

Nov. 2021 - Toshiba says it will split into three companies, one
for energy, one for infrastructure and the third to manage its
Kioxia stake.

Feb. 2022 - Toshiba announces a new plan to split into two,
spinning off only its devices unit. 

March 1, 2022 - CEO Satoshi Tsunakawa resigns. Taro Shimada, a
former Siemens AG executive who joined in 2018, appointed as
interim CEO to proceed with the spin-off plan.

March 24, 2022 - Shareholders vote against spin-off plan. A
separate motion backed by activist shareholders that called for
the conglomerate to solicit buyout offers also fails to pass.

April 2022 - Toshiba sets up a special committee to resume a
strategic review that could see it taken private.

May 13, 2022 - Ten potential investors express their interest.
Under pressure from shareholders, Toshiba announces a special
dividend of around $545 million.  
           
June 2022 - Toshiba receives eight buyout proposals. Directors
publicly trade criticism over governance and the nomination of
hedge fund executives to its board. Shareholders later approve
two activist directors, a historic shift.
    
July 2022 - Toshiba selects four bidders, including private
equity firms Bain Capital, CVC Capital Partners and a consortium
involving JIP and state-backed Japan Investment Corp (JIC) to
proceed to a second bidding round. JIC and JIP disagree over the
proposal and decide not to pursue a bid together.

Oct. 2022 - The JIP-led consortium, involving a number of
Japanese firms such as Orix Corp  8591.T  and Chubu Electric
Power Co  9502.T , is given preferred status.
    
Feb. 2023 - After months of speculation, Toshiba confirms that
it has received a proposal from an all-Japanese group led by
JIP, which sources said secured $10.6 billion in loan
commitments.
    
March 2023 - Toshiba's board accepts JIP's 2 trillion yen tender
offer at 4,620 yen a share, versus its last closing price of
4,213 yen.

August 2023 - JIP launches the tender offer with recommendations
from the Toshiba board. The tender offer ended in success in
September.
    
Dec. 20, 2023 - Toshiba ends its 74-year history as a listed
company.



($1 = 144.3600 yen)

 (Reporting by Makiko Yamazaki; Editing by Edwina Gibbs, David
Dolan, Jan Harvey and Louise Heavens)
 ((edwina.gibbs@thomsonreuters.com;))