The latest back and forth between ADK and WPP sees the Japanese agency committing to a deal in which it has called for shareholders to sell to Bain Capital.
It has said it will stick to the plan, despite WPP urging that the deal undersold the shares and went against shareholder advice.
The deal would see ADK returning to private ownership and removing itself from the Tokyo Stock Exchange.
The statement from ADK attempted to respond to the criticisms from WPP, arguing that the price was scrutinized by third-parties.
The statement, read: “ADK’s alliance with WPP was formed in 1998, and both parties have now tried for almost 20 years to make it work to their mutual benefit. Unfortunately, expected synergies never fully materialized, and the industry has changed significantly since the alliance was formed. ADK’s management made the painful but necessary decision to unwind a capital and business alliance that simply no longer makes sense. The tender offer by Bain Capital Private Equity (Bain Capital) is the result of a process that ADK undertook to benefit all shareholders by providing an exit opportunity at a financial premium in connection with ADK’s transition to a company independent from WPP.”
It also disclosed that the only vote from the board against this deal was the WPP representative, the statement added: “ADK’s independent directors evaluated this transaction process and unanimously determined that it has been fair and rigorous, and ADK’s Board voted in favor of the tender offer on October 2, 2017, with only one dissenting vote by a director nominated by WPP.”
Finally, the statement attempted to dispel the argument that they are dodging a stock price agreement, saying that the deal had been looked at by a lawyer under Japanese law.