November 6, 2024

Former Olympus Chief Ends Bid to Replace Management

Although he uncovered accounting fraud at Olympus that revealed hidden losses of $1.7 billion, Mr. Woodford failed to win over big Japanese shareholders including the firm’s main lenders, which support a board that has been blamed for failing to provide proper oversight.

The decision by Mr. Woodford, who was fired as chief executive in October, leaves foreign shareholders, who want a new slate of directors, without a champion to lead any proxy battle when the company convenes an extraordinary shareholders meeting.

Mr. Woodford also said Friday that he would sue Olympus for unfair dismissal and has instructed lawyers to start legal action in Britain. “There are no grounds whatsoever for dismissal,” Mr. Woodford told a small group of reporters in Tokyo. He said he would brief the media on Friday afternoon.

The company’s main lender and major shareholder, the Sumitomo Mitsui Financial Group, is backing existing management, which is seeking a capital tie-up with a rival company to bolster its finances. The current management is led by Olympus’s chief, Shuichi Takayama.

The company has lost more than $5 billion in market value since it fired Mr. Woodford.

Olympus’s net assets are dangerously thin after it corrected its accounts to include the effects of its 13-year fraud. Shareholder equity was just 42.9 billion yen ($560 million) at the end of September, or just 4.5 percent of total assets — less than a quarter of what is seen as a healthy cutoff.

In a sign that lenders are in the driver’s seat at Olympus, the company appointed the industrialist Shiro Hiruta, who has connections to Sumitomo Mitsui Financial, as the head of an outside panel to advise the firm.

The bank, which declined a request from Mr. Woodford for a meeting, also holds a 3.4 percent equity stake in Olympus.

“The cross-shareholding system in Japan, while clearly serving the country well in the years following the Second World War is in today’s world harmful,” Mr. Woodford said in a statement.

“Such a compliant approach removes one of the essential safeguards in relation to governance and also allows the boards of companies which are underperforming to remain in office,” he added.

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Olympus Restates Earnings, Showing Loss

TOKYO — Just hours before a critical deadline Wednesday, Olympus, Japan’s disgraced camera maker, announced revised earnings results, owning up to $1.1 billion in losses it hid for more than a decade but ensuring — for now — that its shares will avoid a delisting that would decimate shareholder value.

Providing some added relief to investors, Olympus’s restated numbers, spanning five years, showed that it remained solvent despite the losses the company now acknowledges it kept off its balance sheet. The filing had been widely expected after the company said Monday that it expected to meet a deadline set by the Tokyo Stock Exchange to ensure its shares stayed listed on the bourse.

But the outlook remains precarious for the Tokyo-based manufacturer of endoscopes and cameras: it disclosed an 84 billion yen reduction in net assets through June 2011, and its net assets were just 46 billion yen at the end of September, according to filings made Wednesday.

Olympus also booked a net loss of 32.33 billion yen for the six months through September, highlighting the need for the company to bolster its finances amid heightened speculation that it may be forced to sell off assets or become the target of a takeover.

Some of the statements came with qualified opinions from the company’s auditors. KPMG AZSA said it had been unable to confirm all the money flows involved in the cover-up, which Olympus has admitted began in the 1990s.

“We were unable to get sufficient and appropriate proof for auditing on specific assets and amounts,” KPMG AZSA wrote.

The Tokyo Stock Exchange could still delist Olympus if it deems its past financial transgressions a serious offense
. The bourse said after Olympus’s announcement that the company’s shares would remain on a watchlist for possible delisting.

Reflecting the uncertainties ahead, Olympus shares fell 4 percent on Wednesday to 1,314 yen. The company’s share price has lost about half its value since the scandal broke in mid-October after Michael C. Woodford, its then president, was abruptly sacked.

The company insisted that the aggressive, Western management style of Mr. Woodford, a British national and one of a handful of foreign chief executives in Japan, had not been a good fit for the 92-year-old Japanese manufacturer. But Mr. Woodford immediately blew the whistle on a series of large acquisitions payouts that the company later admitted were part of a scheme to obscure past investment losses.

A third-party panel of legal experts appointed by Olympus, which presented its findings last week, laid the blame on top executives and called the company’s management “rotten to the core.”

Mr. Woodford has now begun a highly public campaign to win back his old job, rallying shareholders behind a plan to appoint a fresh board to lead the company. Olympus’s current board members have said they will step down as early as February, but intend to appoint their own successors – something Mr. Woodford has said is unacceptable.

It is still unclear how much support Mr. Woodford can ultimately garner among Olympus’s shareholders, which include foreign investors who have been receptive to the idea of his return. But Olympus also has large institutional investors in Japan who are more skeptical of whether Mr. Woodford can unify the company and lead a turnaround after a potentially contentious return.

There are also fears in Japan that Mr. Woodford might assist in the sale of Olympus to overseas buyers. But Mr. Woodford dismissed those concerns Wednesday.

“I would have no part at all in selling Olympus or breaking up Olympus. It’s important that Olympus remains a listed company in Japan,” Mr. Woodford said on a live program streamed on a local Internet news and entertainment site, stepping up a bid to appeal directly to Olympus employees, investors and the wider Japanese public.

He said that if he returned as president, he would work swiftly to strengthen the company’s balance sheet, perhaps by tapping private equity or through a rights issue. He would also refocus the company on its core businesses, after a flurry of acquisitions made in the last decade, some of which have been linked to Olympus’s cover-up scheme.

“Because of what’s happened, the company’s balance sheet is in a very poor position,” he said. “We have to stabilize the company. We have to restore confidence.”

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