Showing posts with label Brandes Investment Partners. Show all posts
Showing posts with label Brandes Investment Partners. Show all posts

Friday, May 30, 2008

Business: Brandes` view on Hibiya Engineering`s response to shareholder proposal

San Diego, (ANTARA News/PRNewswire-AsiaNet) - Brandes Investment Partners, L.P. ("Brandes") publicly disclosed on April 29th, 2008, that it submitted to Hibiya Engineering, Ltd. (the "Company"), an engineering company based in Japan and listed on the Tokyo Stock Exchange, a resolution (the "Resolution") to be submitted for shareholder approval at the Company's upcoming annual meeting of shareholders.

The Resolution calls for the Company's Board of Directors to authorize: 1) a one-time dividend of 32.5 yen per share of common stock (including the interim dividend of 7.5 yen per share, the annual dividend, if approved, shall be 40 yen per share), payable by September 30th, 2008, and 2) a share buyback program of up to 1.5 million shares for a maximum of 1.5 billion yen. A copy of the Resolution is available at the Brandes website at http://www.brandes.com/Inv PressReviews.htm

On May 15th, 2008, the Company issued a public statement opposing the Resolution due to the belief that it violates the Company's basic policy of distributing stable 'appropriate shareholder returns' based on securing 'necessary and ample internal reserves.' The statement implies that the Resolution is not 'appropriate' because the size of the dividend and share buyback proposed will be 3.3x consolidated net income, while the current Company plan will be 1.3x. While the payout ratio may appear high, the Resolution is not requesting for the commitment for a high long-term payout ratio, but rather a commitment to reduce what Brandes believes is substantial excess capital at the Company. The intent of the Resolution is for the Company to acknowledge its 'excess capital' and commit to gradually reducing it through means that the Company feels most appropriate. Therefore, Brandes believes that payout ratios are not the most relevant metric to measure whether the proposal is 'appropriate.'

In addition, Brandes believes that the Company has failed to specifically quantify what it refers to as 'necessary and ample internal reserves.' As of March 31st, 2008, the Company had approximately 41 billion yen in financial assets, which is significantly higher than the Company's current market value of nearly 30 billion yen. The Company has stated that of the 41 billion yen in financial assets, 31 billion yen is necessary for working capital and business/cross shareholding investments, while the remaining 10 billion yen is earmarked for increasing strategic/cross shareholding investments to acquire profitable projects and for future investments in new businesses to foster growth. Brandes believes that reserving 10 billion yen for 'future investments' is not in the best interest of shareholders, and notes that the Company has held well in excess of this amount in cash for a number of years.

The Resolution, if approved, will only result in an incremental return to shareholders of approximately 2 billion yen, which, considering the historical average annual free cash flow generation (defined as net income + depreciation -- capex) of about 1 billion yen and the 10 billion yen earmarked for future potential investments, will not compromise what Brandes believes is 'necessary and ample reserves.'

Additionally, the current management plan is targeting a long-term ROE of a mere 4%, while the Company itself believes its cost of capital is only 5%. Even assuming 5% is the correct assumption for the Company's cost of capital (which Brandes believes is in fact higher), this implies that the Company will continue to destroy value by deploying the excess capital in below cost of capital projects. While Brandes supports necessary investments to improve the long-term value of the Company, it is essential that any such investment is only made if it is reasonably expected to generate rates of return above its cost of capital.

Lastly, the Company states that due to the highly seasonal 4th quarter concentrated orders of the construction industry, it is not prudent to commit to annual share buybacks at the start of the fiscal year. Brandes does not dispute the seasonality of orders, but believes that the Resolution does not reduce management flexibility in executing share buybacks in any way, given its modest size relative to the Company's more than ample cash reserves.

While Brandes is disappointed that the Company does not support its Resolution, it commends the Company for putting the Resolution to a vote at the upcoming annual shareholders meeting. Brandes also acknowledges that the Company is taking small positive steps in the right direction by announcing a memorial dividend of 10 yen per share for FY3/2008, and a share buyback program of up to 1 million shares for a maximum of 1.0 billion yen during the period of June 30th, 2008 -- November 10th, 2008. Although the Company only managed to execute less than one-third of the share buyback program it announced in FY3 2008, Brandes expects that the company will fully execute the recently announced share buyback program for this fiscal year.

Regardless of the outcome of the vote on the Resolution, Brandes believes that all the Company's shareholders will have benefitted from this process. Brandes will continue to monitor the Company's capital structure and the investments that it makes, and will consider making or supporting similar proposals in future years designed to enhance the long-term value of the Company.

On behalf of its investment advisory clients, Brandes currently holds in excess of 9% of the Company's shares. This represents an ownership position built since 1998.

Brandes is a U.S. registere investment advisor. Located at 11988 El Camino Real, Suite 500, San Diego, California, 92130. Brandes managed approximately US$93.4 billion on behalf of institutional and individual investors, as of March 31st, 2008.

The above information is based on the following conditions. This press release is not intended to advocate the purchase or sale of the Company's stock. Also, the press release is not based on the intention that Brandes, its related parties and other third parties solicit proxies for the Company's Annual General Meeting ("AGM").

This press release is based on information currently available as of the date of this announcement. Brandes has acted in full caution and on best effort, but cannot guarantee that the information is correct. In addition, the Resolution does not guarantee a specific outcome for the votes at the AGM. Brandes may, depending on the situation, change or revoke the Resolution.

This press release is not intended to influence the share price of the Company. Brandes does not guarantee any reaction by the market in regards to this press release, the Resolution or the Company's response to the Resolution and press release. This press release is solely intended to explain the background and rationale for submitting the Resolution.

SOURCE:
Brandes Investment Partners, L.P.
CONTACT:
Ray Lewis of Brandes Investment Partners, L.P.
+1-858-523-3588
PublicRelations@brandes.com
Web site: http://www.brandes.com

Thursday, May 15, 2008

Business: Brandes withdraws Ono proposal for 130 yen per share dividend

San Diego, California, (ANTARA News/PRNewswire-AsiaNet/ - Brandes Investment Partners, L.P. ("Brandes") announces that, on May 13th, 2008, it submitted a letter to Ono Pharmaceutical Co., Ltd. (the "Company"), a pharmaceutical manufacturer based in Japan and listed on the Tokyo Stock Exchange, withdrawing the resolution (the "Resolution") submitted to the Company on April 8th, 2008.

On behalf of its investment advisory clients, Brandes currently holds in excess of 7.0 per cent of the Company's shares. This represents an ownership position built since 1997.

The Resolution had called for the Company's Board of Directors to authorize: 1) a one-time dividend of 130 yen per share of common stock (including the 90 yen per share interim dividend, the annual dividend will be 220 yen per share), payable by September 30, 2008, and 2) a share buyback program of up to 10 million shares for a maximum of 60 billion yen.

However, subsequently the Company announced a share buyback program of up to 5.5 million shares for a maximum of 30 billion yen on April 14th, and most recently, a one-time dividend increase to 112 yen per share on May 8th (including the 90 yen per share interim dividend, the annual dividend will be 202 yen per share).

Although these changes do not quite equate to the level that Brandes had been requesting in the Resolution, Brandes appreciates the initiative that the Company has taken and would like to respect this positive development with the withdrawal of the proposal.

Brandes continues to believe that the Company has significant excess capital (including cash and both long and short-term investment securities) that is generating returns well below the cost of capital. However, Brandes believes that the recent actions by the Company exhibit the acknowledgement of excess capital as well as the intent to continue to gradually reduce this through dividends and buybacks, which was what Brandes had been appealing for throughout.

The decision to withdraw the proposal was based on the belief that the recent initiatives by the Company will be the first of many steps that it will take to improve shareholder returns. Brandes requests that the Company continues to improve capital efficiency by reducing excess capital through its deployment in higher return projects and/or via dividends and share buybacks.

Brandes believes that the completion of the announced buyback plan as well as the cancellation of all treasury shares acquired through the plan is very important. As a long term shareholder on behalf of its investment advisory clients, Brandes plans to monitor the progress that the Company makes and hopes to work constructively with the Company for the benefit of all stakeholders.

Brandes is a U.S. registered investment advisor. Located at 11988 El Camino Real, Suite 500, San Diego, California, 92130. Brandes managed approximately US$93.4 billion on behalf of institutional and individual investors, as of March 31st, 2008.

The above information is based on the following conditions.

Please understand fully. This press release is not intended to advocate the purchase or sale of the Company's stock. This press release is based on information currently available as of the date of this announcement. Brandes has acted in full caution and on best effort, but cannot guarantee that the information is correct. This press release is not intended to influence the share price of the Company.

SOURCE: Brandes Investment Partners, L.P.
CONTACT: Ray Lewis of Brandes Investment Partners, L.P.,
+1-858-523-3588, PublicRelations@brandes.com

COPYRIGHT © 2008

Friday, May 02, 2008

Business: Brandes proposes 32.5 yen per share dividend for Hibiya annual meeting

San Diego (ANTARA News/PRNewswire-AsiaNet) - Brandes Investment Partners, L.P. ("Brandes") announces that, on April 11th, 2008, it submitted to Hibiya Engineering, Ltd. (the "Company"), an engineering company based in Japan and listed on the Tokyo Stock Exchange, a resolution (the "Resolution") to be submitted for shareholder approval at the Company's upcoming annual meeting of shareholders. On behalf of its investment advisory clients, Brandes currently holds in excess of 9% of the Company's shares. This represents an ownership position built since 1998.

The Resolution calls for the Company's Board of Directors to authorize: 1) a one-time dividend of 32.5 yen per share of common stock (including the interim dividend of 7.5 yen per share, the annual dividend, if approved, shall be 40 yen per share), payable by September 30, 2008, and 2) a share buyback program of up to 1.5 million shares for a maximum of 1.5 billion yen. Brandes believes that the Company should cancel all shares upon repurchase. A copy of Brandes' letter to the Company and the Resolution are available at the Brandes website at http://www.brandes.com/Inv/PressReviews.htm.

The intent of this shareholder proposal is to bring to light Brandes' thoughts on what it believes is excess capital at the Company and allow other shareholders to express their opinions on this issue.

Brandes believes that the Company retains unnecessarily large amounts of low-yielding cash and marketable securities, a majority of which appears to be unrelated to the Company's operations as an engineering company. The value of the Company's financial assets represents 62% of total assets and is also higher than the Company's current market capitalization. The April 10th announcement of a memorial dividend for FY2007, and the repurchase and cancellation of shares over the past year are encouraging, but Brandes believes more can and should be done in order to improve capital efficiency. After execution of the proposed dividend and share buyback program, the Company's level of financial assets still would be more than sufficient, in Brandes' estimation, to support the Company's pursuit of business-enhancing opportunities. For more details on the rationale for the proposals, please see the attached shareholder proposal excerpt for reference.

Brandes is a U.S. registered investment advisor. Located at 11988 El Camino Real, Suite 500, San Diego, California, 92130, Brandes managed approximately US$93.4 billion on behalf of institutional and individual investors, as of March 31, 2008.

The above information is based on the following conditions. Please understand fully. This press release is not intended to advocate the purchase or sale of the Company's stock. Also, the press release is not based on the intentions that Brandes, its related parties and other 3rd parties solicit proxies for the Company's Annual General Meeting ("AGM").

This press release and the Resolution are based on information currently available as of the date of this announcement. Brandes has acted in full caution and on best effort, but cannot guarantee that the information is correct.
In addition, the Resolution does not guarantee a specific outcome for the votes at the AGM. Brandes may, depending on the situation, change or revoke the Resolution.

This press release is not intended to influence the share price of the Company. Brandes does not guarantee any reaction by the market in regards to the Resolution or the Company's response to the Resolution. This Resolution is intended to propose an idea to the shareholders of the Company at the upcoming AGM, and this press release is solely intended to explain the background and rationale for submitting the Resolution.

(Reference Material)
Direct excerpt from Shareholder Proposal
(III) Reasons

These proposals reflect the belief that the Company should maintain a balance sheet that is consistent with its core business as an engineering company, and that capital well in excess of such needs should be returned to its shareholders.

Firstly, by increasing the total annual dividend to 40 yen per share (including the interim dividend of 7.5 yen per share), we expect the Company to continue to increase the payout ratio and prevent further accumulation of cash in the future.

As of December 31, 2007, 62% of the Company's total assets or approximately 43.5 billion yen was comprised of cash, marketable securities and investment securities including cross-shareholdings (hereafter referred to as "Financial Assets"), the majority of which is unrelated to the Company's operations as an engineering company. Even after taking into consideration the need for working capital, strategic relationship holdings associated with business activities, and potential investments in new businesses, the magnitude of Financial Assets held by the Company goes well beyond what is legitimately needed to fund it operations.

In addition, the return that the Company earns on its Financial Assets is less than 1.5% on an annualized basis, well below its estimated cost of capital and exhibits no improvements.

Secondly, the share buyback proposal aims for the reduction of excess capital, and it is intended for the Company to cancel all shares upon repurchase. In addition, the 1.5 million share buyback program would signal the strong faith that the Company has in its underlying businesses, and would also be accretive to all shareholders.

With regard to the above-mentioned issues, the Company has failed to sufficiently explain to shareholders, including in its 'Midterm Management Plan' announced in 2006, the 'justifiable amount' or 'return parameters' for the excess capital it may use for future strategic investments. We believe that any such investments, if economically justified, could be financed through capital markets at such time the potential acquisitions arise. Maintaining significant excess Financial Assets to provide for potential future acquisitions is not in the interest of shareholders.

The proposals, if approved, would result in an incremental return to shareholders of approximately 2 billion yen, which would reduce the Company's total Financial Assets to approximately 41 billion yen. Following the execution of the proposed dividend and share buybacks, approximately 61% of the Company's total assets would still consist of Financial Assets, a ratio that is more than sufficient to support its operations while still allowing for it to pursue growth opportunities.

SOURCE Brandes Investment Partners, L.P.
CONTACT: Ray Lewis of Brandes Investment Partners, L.P.,
+1-858-523-3588,
PublicRelations@brandes.com
Web site: http://www.brandes.com/Inv/PressReviews.htm

COPYRIGHT © 2008

Wednesday, April 16, 2008

Business: Brandes proposes 130 yen per share dividend for Ono Pharma GM

Brandes Proposes 130 yen per Share Dividend and 10 Million Share Buyback Program for Ono Pharmaceutical Annual Meeting

San Diego (ANTARA News/PRNewswire-AsiaNet) - Brandes Investment Partners, L.P. ("Brandes") announces that, on April 8th, 2008, it submitted to Ono Pharmaceutical Co., Ltd. (the "Company"), a pharmaceutical manufacturer based in Japan and listed on the Tokyo Stock Exchange, a resolution (the "Resolution") to be submitted for shareholder approval at the Company's upcoming annual meeting of shareholders.

On behalf of its investment advisory clients, Brandes currently holds in excess of 7.0 per cent of the Company's shares. This represents an ownership position built since 1997.

The Resolution calls for the Company's Board of Directors to authorize:
1) a one-time dividend of 130 yen per share of common stock (including the interim dividend of 90 yen per share, the annual dividend, if approved, shall be 220 yen per share), payable by September 30, 2008, and 2) a share buyback program of up to 10 million shares for a maximum of 60 billion yen.

Brandes believes that the Company should cancel all shares upon repurchase. A copy of Brandes' letter to the Company and the Resolution are available at the Brandes website at http://www.brandes.com/Inv/PressReviews.htm.

Brandes believes that the Company continues to retain unnecessarily large amounts of low-yielding cash and marketable securities on its balance sheet, a majority of which appears to be unrelated to the Company's operations as a pharmaceutical company.

The Company's recent actions of increasing dividends and repurchasing shares are encouraging, and the 5.5 million buyback program (for up to 30 billion yen) announced on April 14th following our submission of the Resolution to the Company, is a significant step in the right direction.

However, Brandes believes more can and should be done in order to improve the capital efficiency of the Company. After execution of the proposed dividend and share buyback program, the Company's level of financial assets still would be more than sufficient, in Brandes' estimation, to support the Company's pursuit of business-enhancing opportunities. For more details on the rationale for the proposals, please see the attached shareholder proposal excerpt for reference.

Brandes is a U.S. registered investment advisor. Located at 11988 El Camino Real, Suite 500, San Diego, California, 92130, Brandes managed approximately US$93.4 billion on behalf of institutional and individual investors, as of March 31, 2008.

Direct excerpt from Shareholder Proposal (III) Reasons These proposals reflect the belief that the Company should maintain a balance sheet that is consistent with its core business as a pharmaceutical company, and that capital well in excess of such needs should be returned to its shareholders.

Firstly, by increasing the total annual dividend to 220 yen per share (including the interim dividend of 90 yen per share), we expect the Company to continue to increase the payout ratio and prevent further accumulation of cash in the future.

As of December 31, 2007, 73 per cent of the Company's total assets or approximately 350.8 billion yen was comprised of cash, marketable securities and investment securities including cross-shareholdings (hereafter referred to as "Financial Assets"), the majority of which is unrelated to the Company's operations as a pharmaceutical company. The magnitude of Financial Assets held goes well beyond what it legitimately needs in order to fund its operations as a pharmaceutical company, and is well in excess of the industry average of 45 per cent, which has also been criticized as excessive.

In addition, the return that the Company earns on its Financial Assets is less than 1 per cent on an annualized basis, well below its estimated cost of capital and exhibits no improvements.

Secondly, the share buyback proposal aims for the reduction of excess capital and it is intended for the Company to cancel all shares upon repurchase. In addition, the 10 million share buyback program would signal the strong faith that the Company has in its underlying businesses, and would also be accretive to all shareholders.

With regard to the above-mentioned issues, the Company has failed to explain to shareholders, including in its 'Midterm Policy on Return to Shareholders', a 'justifiable amount' or 'return parameters' for the excess capital it may use for future acquisitions of assets, including R&D pipeline products.
We believe that any such acquisitions, if economically justified, could be financed through capital markets at such time the potential acquisitions arise. Maintaining significant excess Financial Assets to provide for potential future acquisitions is not in the interest of shareholders.

The proposals, if approved, would result in a return to shareholders of approximately 74.7 billion yen, which would reduce the Company's total Financial Assets to approximately 276 billion yen.

Following the execution of the proposed dividend and share buybacks, approximately 68 per cent of the Company's total assets would still consist of Financial Assets, a ratio that is more than sufficient to support its operations while still allowing for it to pursue growth opportunities.

The above information is based on the following conditions.
Please understand fully.
This press release is not intended to advocate the purchase or sale of the Company's stock. Also, the press release is not based on the intentions that Brandes, its related parties and other 3rd parties solicit proxies for the Company's Annual General Meeting ("AGM").

This press release and the Resolution are based on information currently available as of the date of this announcement. Brandes has acted in full caution and on best effort, but cannot guarantee that the information is correct.
In addition, the Resolution does not guarantee a specific outcome for the votes at the AGM. Brandes may, depending on the situation, change or revoke the Resolution.

This press release is not intended to influence the share price of the Company. Brandes does not guarantee any reaction by the market in regards to the Resolution or the Company's response to the Resolution. This Resolution is intended to propose an idea to the shareholders of the Company at the upcoming AGM, and this press release is solely intended to explain the background and rationale for submitting the
Resolution.

SOURCE: Brandes Investment Partners, L.P.
CONTACT: Ray Lewis of Brandes Investment Partners, L.P., +1-858-523-3588, PublicRelations@brandes.com
Web site: http://www.brandes.com

COPYRIGHT © 2008