TheChek News Flow

Former ITV and FA chief executive’s appointment comes after surprise resignation of Jan du Plessis

Adam Crozier, the former ITV and Football Association chief executive, is to take over as chair of BT at the end of the year after the surprise resignation of Jan du Plessis prompted the executive search.

Crozier, whose appointment was mooted this month, will take up the position from December 1, when Du Plessis, who quit unexpectedly in March after less than four years in the role, will step down. Philip Jansen, BT’s chief executive, had threatened to go unless the South African boardroom veteran was moved on.

Crozier was the “unanimous choice of the board”, said Iain Conn, BT’s senior independent director. He will become chair designate and join the telecom group’s board in November.

“BT is a hugely important company, with a critical role to play in building the digital networks and services to support the UK’s future,” Crozier said on Tuesday. He will step down from his positions at Asos and Sony Corporation later this year.

BT said Crozier had over the past 20 years “built a strong track record in turning around troubled organisations”, citing the role he played as chief executive at ITV, which he “transformed into one of the most successful and dynamic media and content companies in the world”.

Yoshiaki Murakami demonstrates boardrooms are not always on the side of shareholders

For almost two decades now, an alternately excitable and despondent cycle of speculation has churned around when Japan might accept the idea of hostile takeover bids as a standard feature of shareholder capitalism.

A breakthrough deal involving one of the Tokyo market’s most divisive figures, Yoshiaki Murakami, a small green energy conglomerate called Japan Asia Group (JAG) and Carlyle, one of the world’s biggest private equity funds, has fuelled the debate. It is Japan’s first successful hostile takeover by a financial buyer, if not a clear answer to the question of whether the floodgates are now opened.

The slow plod towards the legitimacy of hostile — or even just unsolicited — bids in Japan has focused on the potentially transformative effect that this might have both on the Tokyo market as a whole and on the boardrooms of its 3,786 listed companies.

If the market crackled with a steady current of hostile takeovers, runs the theory, company managements would have to pay far more consistent attention to raising corporate value and Japanese boards would be more regularly shamed by their exposure for failing to act in shareholders’ interests. Many long-term Japan investors now see this, in conjunction with greater levels of domestic shareholder activism, as one of the very few catalysts that might drive a broad revaluation of the market.

As matters stand, hostile or unsolicited bids are still generally seen as rare, unlikely to succeed and protected against by a series of underhanded enchantments specific to Japan.

Although the past few years have produced an increasing number mounted by large, respectable companies such as Itochu, Hoya and Nitori, memories from the mid-2000s of ad hoc poison pills and other deal-thwarting ploys have cemented the idea that the game is rigged for defeat and those that play it risk forever being cast as the bad guys. As a result, Japanese stocks across the board are not valued as if they live in a market where corporate control is inherently up for grabs if the price is right or particularly threatened when managements or share prices are badly underperforming.

The barriers have always seemed especially high for hostile bids mounted by funds such as those controlled by Murakami — a former trade ministry bureaucrat who led the charge for domestic shareholder activism and, in what many saw as a political punishment for that challenge, was convicted in 2007 of insider trading.

His triumph in securing control of JAG, following an eight-month battle, has provided a perfect illustration of the barriers that remain two decades after Murakami first began experimenting with hostile bids.

The saga was initiated last November when JAG unveiled a management buyout led by its president and Carlyle — one of many private equity groups that see rich opportunities in Japan. The proposed deal may have put a premium on JAG’s then languishing share price, but valued the company at a 35 per cent discount to tangible book value and was fraught with conflict-of-interest issues.

Murakami launched his hostile bid in January, forcing Carlyle into doubling its offer — a move that made a mockery of the JAG board’s endorsement of the original bid and confirmed its reluctance to act in shareholders’ interests.

Murakami raised his bid; the MBO failed and Carlyle withdrew. But the air was thick with vindictiveness — the board that had once claimed Carlyle’s Y600 per share bid was “fair” now declared Murakami’s Y1210 offer “inadequate”.

JAG’s floundering board issued a special dividend in an attempt to lower the company’s appeal as a target to Murakami, but it served only to deepen his war chest and harden his resolve. In March, JAG tried to issue a poison pill, which Murakami successfully blocked in court, paving the way for the success of his bid at the end of July.

Three days after Murakami succeeded as the first fund to complete a hostile takeover in Japan, JAG said it was selling controlling stakes in its two most valuable subsidiaries to Carlyle for a combined Y46bn — roughly three times the price of the original MBO offer.

After 20 years of effort, Murakami has demonstrated in a single deal that Japanese boardroom resistance can be illogical and inimical to shareholders, that the value buried across corporate Japan will not unlock itself and that the first offer that comes along is not always the best one.

He may not have changed the market, but he may have begun a reappraisal of who the bad guys are here.