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 日本 '盛大'并购 '全国电视广播 '本周 |
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zhu2002
头衔: 海归少校
声望: 学员
加入时间: 2004/09/26
文章: 160
海归分: 20759
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作者：zhu2002 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
February 8, 2005, livedoor Co. Ltd. ("livedoor"),
Japan's fastest growing internet portal and IT conglomerate, announced the
acquisition of a 35% stake in NBS, the largest AM radio station in Japan
and also the largest shareholder of Fuji Television Networks, Inc. ("Fuji
TV"). livedoor's acquisition surprised and angered Fuji TV since Fuji TV
was in the midst of its own tender offer buyout of NBS shares and the
acquisition occurred after regular trading hours on Tostnet, an over the
counter exchange not subject to tender offer regulations. More importantly,
in addition to angering the brass at Fuji TV, the acquisition also angered
Japan's traditional business establishment and government officials due to
their perception of the acquisition as a hostile, "non-Japanese" way of
doing business.
What has become abundantly clear to livedoor but not to
the mainstream media in Japan is the extent and manner in which the
traditional business establishment, here represented by NBS, Fuji and their
affiliates, is willing to wield its political and industrial influence to
wage a smear campaign against and frustrate the efforts of livedoor, an
entrepreneurial upstart with a vision for change. We believe the current
shareholder battle between livedoor and Fuji is a classic conflict between
old vs. new, big vs.small, insiders vs. outsiders. We also believe that the
inability of Japan's traditional business establishment to adjust to and
face a new business reality is one of the primary reasons why Japan is
still mired in a 15 year recession.
Here are some examples of the traditional business establishment's
perception of the acquisition as a non-Japanese way of doing business. We
believe such statements reflect the backward thinking of our industry and
government leaders (similar acquisitions occur in the US and Europe on a
regular basis) and their attempt to maintain and limit access to the
Japanese business establishment:
-Mr. Yamaguchi, the head of the Japanese Chamber of Commerce commented
"this surprise attack by livedoor to gain control of what management and
employees have worked hard to build seems to be an example of the bad side
of capitalism."
-Mr. Koeda, Chairman of Nissan Automobile Corporation commented "it is
questionable if this type of hostile takeover fits the Japanese climate."
-Mr. Mori, former Prime Minister of Japan and a former reporter for the
Fuji group commented "is this mentality the outcome of the Japanese
education system- thinking that you can do anything aggressively if you
have money."
Here are some examples of the biased media coverage of the acquisition by
the Japanese media, which we believe may be a result of undue influence
exerted by Fuji TV and other industry leaders in an attempt to maintain the
status quo of the business establishment in Japan. Furthermore, we believe
that the uniformity and overwhelming nature of the negative media coverage
of the acquisition are due to the fact that the media companies are also
part of the traditional business establishment of Japan. Perhaps the
negative coverage of the acquisition by ALL media companies reflects their
fear of a similar fate?
-The significant negative media coverage concerning livedoor's issuance of
a moving strike convertible bond to finance the acquisition, without
reciprocal negative coverage of Fuji TV's use of a similar financing
mechanism to finance its own tender offer buyout of NBS.
-The significant negative media coverage of livedoor's use of the Tostnet
Exchange to acquire the NBS shares, without reciprocal negative coverage of
Sumitomo Mitsui Banking Corporation's acquisition of a large stake in Meiko
National on the Tostnet Exchange. The use of the Tostnet Exchange to
acquire a significant interest only became newsworthy after livedoor's
acquisition.
-The lack of media coverage concerning the questionable business practices
and relationship between Daiwa Securities and Fuji TV. We have reason to
believe that the Daiwa Securities investment fund has agreed to sell its xx%
interest in NBS to Fuji TV in connection with the Fuji TV tender offer
despite the fact that it could receive approximately xx% more on its
investment by selling on the open market. Such a sale to Fuji TV at a
significantly lower price would appear to be a breach of fiduciary
obligations by the Daiwa Securities investment fund manager. In light of
the fact that the investment banking division of Daiwa Securities was
retained by Fuji TV to perform the tender offer buyout, it seems likely
that Fuji TV has exerted undue influence over the Daiwa Securities
investment fund to sell its shares of NBS at a lower price. Furthermore,
the fact that the Daiwa Securities investment fund purchased its xx %
interest in NBS from the Shikanai family, the former largest stakeholder of
NBS, prior to Fuji TV's tender offer of NBS raises questions of the sharing
of inside information between the investment banking and fund management
divisions of Daiwa Securities.
-The lack of news coverage on the Fuji TV network regarding the livedoor
acquisition, as compared to the disproportionate coverage of the
acquisition by other news channels; Fuji TV allotted only 15 minutes this
week whereas other news channels used over 10 hours each.
-Fuji TV's use of its newspaper division as a platform to spread negative
stories about livedoor.
The hypocrisy in the media coverage of the acquisition and the measures
taken by Fuji TV, the traditional business establishment and the Japanese
government in order to maintain the status quo of the traditional business
establishment of Japan is a compelling story that needs to be published.
We would greatly appreciate it if you would be willing to meet with us to
discuss the above and in order to share more information.
作者：zhu2002 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
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 日本 '盛大'并购 '全国电视广播 '本周 -- zhu2002 - (5901 Byte) 2005-3-01 周二, 18:11 (1096 reads)
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