WPP and ADK Fall Out Goes Public in Takeover Tussle
WPP has gone for the jugular in a statement concerning the takeover of Japanese agency ADK. WPP has a 24.5% stake in the agency – and ADK has recently received a take over bid from Boston-based investment firm Bain Capital for $1.3 bn.
WPP’s statement accuses the deal of undervaluing ADK, criticises the agency’s management for failing to maximise its value by pursuing ‘disastrous’ acquisitions and questions whether the management is prioritising its own interests over those of its clients and staff.
Finally the statement takes issue with ADK’s attempts to sell its stake in WPP, claiming that the agency is in violation of its agreement.
The attempt to buy ADK is the latest move from Bain Capital to grow its presence in the Japanese market, having recently come out on top with a bid to buy the semi conduction wing of tech giant Toshiba, Toshiba Memory Corporation. Notably this acquisition has also been resisted by stakeholders. However, according to a report by Reuters, it marks a scramble among foreign investment firms hoping to gain ground in Japan, a market that has traditionally been resistant to outside investors.
Read the full WPP statement below:
WPP has noted ADK’s “Delayed FAQ Regarding Tender Offer for the Shares of the Company”. WPP reiterates that the Tender Offer significantly undervalues ADK, as other shareholders have subsequently stated both publicly and privately.
Secondly, have the Board ever considered or discussed any alternative bona fide offers or proposals for the company which may be of greater benefit to the stakeholders in the business including its clients and its people or has the only consideration been management’s concern about their own position in the future? Has Bain Capital ever given ADK’s management reassurance about their own position as part of this transaction and, if so, should not those terms be disclosed?
Thirdly, ADK’s management have consistently resisted opportunities to improve the performance of its overseas operations and exploration of significant digital opportunities, preferring to invest in disastrous acquisitions and consolidations such as Gonzo and Bungeisha, the costs of which have not been fully exposed, along with the disposal of DAC in 2011 at a lower price than WPP’s indication and the reduction of ADK’s stake in Video Research Interactive.
Finally, ADK has improperly attempted to terminate its co-operation and business alliance agreement with WPP, which it knows full well that it cannot do, as on previous occasions it had abided with this instruction. ADK’s effective sale of its holding in WPP has attempted to circumvent the stock purchase agreement and contradicts explicit advice from key shareholders that doing so would trigger damaging and ill-advised tax charges. Others have also noted the cancellation of dividends promised on August 17 2017.
