Takeover bid foiled, but challenges await
Rakuten Inc. apparently had no option but to accept that its effort to control another company by using a sizable stake it bought in the firm as a lever eventually failed.
Rakuten, the nation's largest Internet mall operator, announced Tuesday that it would sell its stake in Tokyo Broadcasting System Inc., likely giving up a capital and business alliance with the broadcaster. A 3-1/2-year-long battle between the two companies over Rakuten's takeover attempt is to end with Rakuten's complete withdrawal.
The latest case implies that it is difficult for an American way of thinking--that shareholders' interests should take priority--to be accepted in Japan. It must be recognized anew that broad understanding between employees, business partners and customers is indispensable for corporate management.
Rakuten, which acquired an almost 20 percent stake in TBS in October 2005, proposed management integration. At the same time, the company has been taking its time to negotiate with TBS via combination of a hard and soft approach, indicating an openness to dialogue in a bid to dodge opposition from TBS.
However, the negotiation made almost no progress as TBS never let down its guard against the planned takeover. This is because Rakuten's method of forcefully seeking the integration with its stake in TBS as a lever was related in a way to Livedoor Co., which attempted to take control of the management of Fuji Television Network Inc.
TBS will become a government-certified broadcasting holding company on Wednesday under the revised Broadcast Law, making it impossible for a single shareholder to be allowed to acquire more than a 33 percent stake in the broadcaster. This means that Rakuten's plan to integrate management integration with TBS and make the broadcaster its subsidiary is now unachievable. For Rakuten, asking TBS to buy back its stake became the only option.
Rakuten will hold talks with TBS to set a price for the sale of its shares. The price of TBS stock has fallen to less than half the price at which Rakuten acquired its stake. It is highly likely that Rakuten will lose more than 60 billion yen on the sale of its TBS shares.
School of hard knocks
It is a high price for the lesson learned, but Rakuten has already booked an appraisal loss on the TBS shares it holds. Rakuten will probably be able to expand its business via a broader tie-up with various partners rather than sticking with one particular company. Rakuten should try developing its business steadily by gauging the benefits to be reaped from individual deals.
TBS was actively negotiating with Internet-related companies other than Rakuten on business tie-ups, with resisting Rakuten's takeover attempt among the company's reasons for doing so. However, the broadcaster has thus far been unable to take full advantage of cooperative television and Internet efforts and it appears that the tie-ups have yet to show any profit.
Because of a decline in its advertising revenues due to the current recession as well as increasing financial burden, including investment related to terrestrial digital broadcasting, the performance of TBS' affiliates also is predicted to deteriorate.
Although the threat of a management takeover by Rakuten no longer exists, difficulties await TBS.
The reason for setting a limit on acquisition of stake in broadcasting holding companies is to try to ensure independent management at each broadcaster with emphasis on its duty to the public interest. TBS must keep this in mind.
(From The Yomiuri Shimbun April 1, 2009)