November 15, 2024

Acquisitions at Olympus Scrutinized

TOKYO — Even as the F.B.I. in the United States investigates exorbitant advisory fees that the Japanese company Olympus paid to a firm with links to the Cayman Islands, a second set of deals is drawing scrutiny here in Japan.

These other deals, which caused Olympus to lose hundreds of millions of dollars, involved an enterprising ex-Nomura banker and his well-connected older brother, whose roles have not yet received much public attention.

The former banker, Nobumasa Yokoo, runs a consulting firm that Olympus hired to advise it on acquisitions. Among other deals, documents show, Mr. Yokoo directed hundreds of millions of Olympus’s dollars into buying three money-losing start-up companies — with which he himself had been involved as an investor or executive — only to have Olympus quickly write off most of their value.

His older brother, Akinobu Yokoo, headed an investment unit that steered Olympus’s money into various other companies — from e-commerce to Italian restaurants — that had little to do with the business of making medical imaging equipment and digital cameras. A write-down of those investments helped plunge Olympus into the red in the fiscal year that ended in March 2009.

It is unclear how the Yokoo brothers became so involved in Olympus’s acquisition strategy. But their roles are evident from an examination of publicly available company filings and reports by credit ratings companies, as well as financial documents provided by Olympus’s recently ousted chief executive, Michael Woodford.

Mr. Woodford contends that he was fired after confronting the company’s chairman and board over the three deals linked to the younger Yokoo brother as well as exorbitant fees paid over Olympus’s 2008 acquisition of the British medical equipment maker Gyrus after the Japanese financial magazine Facta raised questions about the purchases. In the turmoil since Mr. Woodford’s firing on Oct. 14, Olympus shares have lost almost half their value. The transactions involving the Yokoos are separate from the Gyrus acquisition, which is currently the subject of an investigation in the United States by the Federal Bureau of Investigation. Mr. Woodford on Monday night said he was in contact with the F.B.I., though he declined to elaborate.

Documents most clearly link the younger Yokoo brother with at least three of the companies he later advised Olympus to acquire between 2006 and 2008 for a total of $773 million. Those companies — Humalabo, a maker of face creams; News Chef, a manufacturer of microwavable cookware; and Altis, a medical waste recycler — were relatively new and had never made money, credit research reports show. Olympus wrote off three-quarters of that total investment within a year of completing the deals.

Olympus says it has done nothing wrong other than making some business bets that turned sour. Nobumasa Yokoo could not be located for questions, while Akinobu Yokoo’s current employer would not make him available for comment.

So far, Japanese authorities have not indicated they are investigating the deals involving Nobumasa Yokoo, and neither brother has been accused of any wrongdoing.

But investors are pressing Olympus for answers. In an Oct. 20 letter, Southeastern Asset Management, an American money manager, with a 5 percent stake, demanded full disclosure on the three acquisitions — including whether any parties related to Olympus were affiliated with their previous owners.

“The questions that have been raised cannot go unanswered,” Southeastern Asset Management wrote. Olympus said last week it would form an independent panel to investigate the acquisitions, in light of shareholder pressure.

Nobumasa Yokoo’s part of the story traces as far back as 1998, to his days at the Japanese financial powerhouse Nomura. According to company records at the time, Mr. Yokoo — who had also spent time on Wall Street at Wasserstein Perella — was head of Nomura’s prestigious Shinjuku Nomura Building branch. There, he dealt with some of the firm’s top clients, including Olympus.

But in June of that year, he and many others at the firm chose to leave after a scandal involving payoffs to Japan’s organized crime gangs led to resignations, and later arrests, of top executives. Mr. Yokoo was not implicated in the scandal. But he left, telling the Nikkei business daily at the time that he wished “to be able to cook the rice I live on.”

Shortly afterward, Mr. Yokoo founded Global Company, a management consulting firm, according to Global’s legal filings.

Article source: http://www.nytimes.com/2011/10/25/business/global/acquisitions-at-olympus-scrutinized.html?partner=rss&emc=rss

Fair Game: Inciting a Revolution: The Investor Spring

Mr. O’Donnell, a retired chief executive of the J. Walter Thompson Company, and a man who picks his own stocks, figured that if Twitter, Facebook and other social media could help oppressed citizens in Tunisia and Egypt rally for change, they could help disenfranchised individual investors too. You know, the folks who own shares in publicly traded companies but rarely get a say in how those companies are run.

Mr. O’Donnell found a group of like-minded people at the InvestorVillage Web site. All of them own shares in the Celgene Corporation, a bio-pharmaceutical company based in Summit, N.J., and all of them have been dismayed by what they see as outsize executive pay at the company, whose stock price has returned little over the last five years.

Celgene shares were trading at about $59 on Friday — roughly where they were at the end of 2006. Given that this is a drug stock, there have been many ups and downs over that time, of course. But returns have been slim for shareholders who held on throughout that period.

Mr. O’Donnell has owned Celgene’s shares for almost six years. He hastens to note that this is a well-managed company, with fine operational performance and plenty of promise. Nevertheless, he says: “A lot of frustration has emerged regarding shareholders’ lack of returns relative to management’s pay packages. The stock has been roughly flat, in spite of executional excellence. In the meantime, the C-suite has been richly rewarded.”

While Celgene’s executive pay was relatively stable from 2007 to 2009, last year it ramped up considerably, according to company filings. The top four executives received a total of $24.6 million in 2010, up 30 percent from the amount paid to the four highest-paid executives during the previous year.

The company’s stock price, by comparison, rose a mere 5 percent last year.

MR. O’DONNELL has tapped into an issue that concerns many individual investors but which many feel powerless to change. Yes, individuals get to cast their votes at annual stockholder meetings. But such votes can seem like exercises in futility for investors, because companies need not bow to investors’ wishes.

With last year’s Dodd-Frank legislation and regulatory rules requiring that companies put their pay practices to an advisory vote of shareholders at least once every three years, Mr. O’Donnell thought 2011 could be the moment to rally investors on the issue. An Investor Spring, as it were, just in time for Celgene’s annual meeting on June 15.

Reaching out to fellow holders, Mr. O’Donnell quickly hit pay dirt. David Sobek, an associate professor of political science at Louisiana State University, agreed to develop a Web site, www.sobekanalytics.com/celgshareholders, to attract other dissatisfied Celgene investors.

“I saw this as a collective action problem,” Mr. Sobek says. “How do you get a bunch of people with similar interests organized? Before the Internet, just tracking down fellow shareholders was almost impossible. But we have been able to organize people in a way that we didn’t think would be possible, and that in itself is a victory.”

To keep the group from being hijacked by gadflies, the organizers specifically asked those interested in joining to refrain from “personally directed or emotional attacks” because they would “detract from the possibility that our concerns will be seriously considered by existing directors and/or institutions.”

After several months of outreach, Mr. O’Donnell and Mr. Sobek say that they received commitments from investors holding 2.7 million shares. These investors have promised to vote against Celgene’s pay practices and all directors up for re-election who have sat on the board’s compensation committee.

They also said they would vote to require the company to put its compensation practices to a shareholder vote once a year, rather than once every three years as management recommends. With approximately 461 million shares outstanding, 2.7 million shares voted against management’s proposals and board members will by no means be enough to prevail. Institutional shareholders control roughly 90 percent of Celgene’s shares, and these investors typically vote with management.

Still, voting as a bloc might get the group of disgruntled investors more attention from Celgene’s board and management. Representatives of the group say they want Celgene’s board to re-examine its pay practices and align them more with shareholder returns. One concern: the company’s increased use of restricted stock in the last two years, rather than equity grants that are more closely aligned with a rising share price. Also disturbing to some investors is the fact that Celgene has a poison pill in place, an antitakeover device that shareholders view as entrenching management.

In its filings, Celgene describes the financial measures its board uses to assess its executives’ performance. These measures include growth in earnings per share and revenues — though they are not calculated using generally accepted accounting principles. The company also says it emphasizes long-term growth in shareholder returns.

Asked about the investor group and its rumblings, Brian Gill, a Celgene spokesman, responded that the company’s shares have been a top performer in the sector over the last 10 years. The company’s pay practices, he says, receive good grades from institutional proxy advisory services.

“We all feel the frustration of a company that continues to deliver these industry-leading operational financial results but at the same time exists in an environment where health care reform and austerity issues also impact the valuation,” Mr. Gill says. “We take every investor’s comments and recommendations seriously.”

THE outcome of the investor vote won’t be known until June 15, of course. Many of the investors who have joined to vote their shares expect to attend Celgene’s annual meeting.

“This is a test case to see how far one can go with this,” Mr. O’Donnell says. “It seems like it’s worth a shot. Maybe the individuals in the C-suite will have a greater sense of empathy for the collective individual investor. It will be interesting to see how it pans out.”

Article source: http://feeds.nytimes.com/click.phdo?i=4dd33c4408975ee5bd6329a8799e8e1e