Toshiba to split into three after pressure from activists

Takashi Mochizuki
Bloomberg

Toshiba Corp. said it would split into three separate companies as part of an effort to improve shareholder value, responding to pressure from activists after years of scandal and mismanagement. 

The Tokyo-based company said it will separate core operations into two new publicly traded companies, one for infrastructure services and another for technology devices. The remaining Toshiba business will hold its stakes in memory chip pioneer Kioxia Holdings and Toshiba Tec. The goal is to complete the spinoffs by the second half of fiscal 2023.

Satoshi Tsunakawa, chief executive officer of Toshiba Corp., at a news conference on Feb. 14, 2018.

The company also plans 100 billion yen ($875 million) for shareholder returns over two years. It plans to monetize its stake in Kioxia and "return net proceeds in full to shareholders."

"Over our more than 140 year history, Toshiba has constantly evolved to stay ahead of the times," Chief Executive Officer Satoshi Tsunakawa said. "Today's announcement is no different. In order to enhance our competitive positioning, each business now needs greater flexibility to address its own market opportunities and challenges."

At a press conference after the announcement, Tsunakawa said that Toshiba favors Kioxia's plans for an initial public offering - rather than getting acquired by a foreign buyer, one alternative that has been discussed. However, Kioxia shareholder Bain Capital will ultimately decide the chipmaker's fate, he said.

Toshiba, an icon of corporate Japan, has been mired in controversy for years, dating to at least 2015 when it had to pay the country's largest penalty ever for falsifying financial statements. It followed with an ill-fated foray into the nuclear business that forced it to take a $6.3 billion write-down and sell off its crown jewel memory-chip business.

Activists led by Effissimo Capital Management began circling as losses mounted. They pushed for a shake-up of the company's board, including a resolution to get Effissimo co-founder Yoichiro Imai a position as director.

Last year, Toshiba repelled the activists at its annual shareholders meeting, winning a clean sweep of its own board nominees. But an independent investigation later found management had tapped government allies and worked hand in hand with public officials to sway the outcome of the voting.

The three-way split is among the most radical actions taken by a Japanese giant to address the so-called conglomerate discount. The country has historically been a place where one company manages a wide range of businesses, a strategy that has fallen out of favor in the rest of the world and is often criticized for depressing share prices and hurting innovation. 

Firms typically reject such calls for change, saying keeping businesses together helps them weather downturns and societal shifts. Sony Group, for example, insists it was able to achieve highest-record profit due to strong PlayStation units even when its sensor unit took a hit from a drop in orders from China's Huawei Technologies.

General Electric, one of the few remaining U.S. conglomerates, said this week it too would split into three separate companies.

Toshiba said the new infrastructure unit will include its energy systems and solutions division, digital solutions and battery businesses, among others. The new devices company will include electronic devices and encompass power semiconductors, semiconductor manufacturing equipment and high-capacity hard disk drives. 

It estimates the infrastructure business will have revenue of 2.09 trillion yen in fiscal 2021, while the devices company will have revenue of 870 billion yen. 

"We only see the bright future ahead of us, and we will make forward-looking efforts in bringing more value to all the stake holders and the society," Tsunakawa said at the press conference.