Olympus chairman quits as Japan watchdog probes firm

By Taiga Uranaka

Sources told Reuters that Japan's securities watchdog was looking into past Olympus takeover deals, focusing on whether it has properly disclosed relevant information.

Olympus fired its British chief executive, Michael Woodford, on October 14, just two weeks after his appointment as CEO, saying he failed to understand the company's management style and Japanese culture. Kikukawa then took over Woodford's role.

Woodford, who cut his teeth at the camera and endoscope maker as a British salesman when he joined in 1980, said he was sacked for questioning a $687 million advisory fee linked to a $2.2 billion takeover in 2008 as well as other deals he says have destroyed about $1.3 billion of shareholder value.

He has called for the resignation of Olympus' entire board while sending dossiers on odd-looking deals to Britain's Serious Fraud Office (SFO) and Japan's Securities and Exchange Surveillance Commission (SESC).

Olympus deals queried by Woodford also include a $60 million purchase that closed earlier this year of rights to a biotech remedy intended to help regenerate human bone from medical device maker Stryker Corp.

Olympus made a $25 million loan to Viscogliosi Brothers, the firm that advised it on the transaction, and expects it will need to write off most of that amount, according to company documents reviewed by Reuters. That loan and other payments may end up costing the Japanese firm around 50 percent more, the documents show.

Woodford is also in touch with the U.S. Federal Bureau of Investigation, and was in New York on Wednesday to meet with the agency.

Josh Shores, a principal at Olympus' largest non-Japanese investor Southeastern Asset Management, told Reuters the boardroom reshuffle was "a step in the right direction."

But he demanded the swift appointment of a "fully independent, objective third party committee" to oversee a broad corporate governance and accounting investigation by an external auditor.

"That is the next critical step. It will not be credible if the committee is appointed by the company without any input from other stakeholders -- stakeholders and the media will not trust it," he said.

Koichi Ogawa, chief portfolio manager at Daiwa SB Investments, said the company's battered share price should rebound on the resignation.

But he added, "in reality nothing has been cleared up. There are still many investigations left to come."

Woodford told Reuters that Kikukawa's resignation was "a start" but added that his replacement -- Shuichi Takayama, a 41-year company veteran -- had also failed to demand explanations about hefty fees linked to acquisitions.

Takayama sniped back, telling a news conference there was no problem with fees paid by Olympus and that the company was extremely angry that Woodford revealed internal information while he was still a director.

"I was one of those who agreed to Mr. Woodford's dismissal. The reason was his autocratic actions, and these included intimidation of my own staff."

Kikukawa said in a separate statement he had stepped down to restore confidence in the company under the new management and that he would continue to work as a director.

UNANSWERED QUESTIONS

The Olympus scandal has reignited debate over what critics say is a deep-seated weakness of Japanese management -- a lack of strong independent oversight of boards, which gives shareholders' rights short shrift.

A small Japanese monthly business magazine called Facta first raised red flags about Olympus M&A deals in August and the SESC started paying particular attention to the company around that time, said two sources, who were not authorized to discuss the matter publicly.

SESC officials declined to comment on the probe, as did an Olympus spokeswoman.

Olympus shares fell 7.6 percent on Wednesday and have lost more than half their value since Woodford was fired.

Unanswered questions about the Gyrus deal and other Olympus acquisitions have spurred various theories, including speculation Japan's yakuza crime syndicates, euphemistically referred to as "anti-social forces," could be involved.

Asked whether the company's financial advisers had any connection with organized crime, Takayama said: "You are asking me about anti-social forces, but I am absolutely not aware of any such thing."

Takayama, 61, joined Olympus straight from an engineering high school in 1970 and has served on the company's board since 2006 after holding several senior managerial positions.

Japan Securities Finance, a stock lending brokerage, on Tuesday put Olympus on a list of shares for which caution is advised on margin trading due to a surge in such trading.

(Additional reporting by Isabel Reynolds, Hideyuki Sano and Nathan Layne in Tokyo, Kirstin Ridley and Sinead Cruise in London, Paritosh Bansal in New York; Editing by Edmund Klamann, David Cowell, Matthew Lewis and Bernard Orr)