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Internal Scrutiny and Firings Over Olympus Deals
October 25, 2011
According to internal documents, Olympus Corp. was internally scrutinizing more than two years ago a series of acquisitions that have garnered controversy of late. The scrutiny was followed by Olympus firing its president and parting ways with its financial auditor.
In May 2009, auditors attached to Olympus's board commissioned a report by a panel of three independent business experts into whether there was any illegal or improper management conduct related to four acquisitions, according to a report from the panel that was provided to the Wall Steet Journal by recently ousted Olympus President and Chief Executive Michael Woodford.
The deals' steep prices and payments to deal advisers are being questioned now by Olympus investors.
Questions about the acquisitions flared up a few months ago. Woodford started looking into the acquisition after being named president in April. Woodford said his Oct. 14 termination followed his threat to bring his concerns to the board and his call for Chairman Tsuyoshi Kikukawa to resign.
Olympus said Woodford was fired because of differences in management styles.
The controversy sparked a sharp drop in Olympus's stock price and spurred demands by investors to conduct another review of the four deals. Olympus agreed last week to review the deals.
The 2009 inquiries into the four acquisitions—completed in 2008 of three Japanese companies and one from the U.K.—came as their cost to the Japanese maker of cameras and medical-imaging equipment was becoming more clear. Olympus in March 2009 took a ¥55.5bn ($728mn) write-down on the value of the three Japanese companies—equivalent to three-quarters of the ¥73.5bn the company paid.
At the same time, Olympus was negotiating to buy back shares that Gyrus Group, its UK acquisition, had issued to a financial adviser as payment for working on the deal. That repurchase cost Olympus $443mn. In other words, payments to advisers Axam Investments and Axes America, came to a third of what Olympus paid for Gyrus.
The payments raised flags with Olympus' Japanese auditor KPMG AZSA, which voiced a "substantial difference of views" on the "purchase-price allocation and impairment test of [the] Gyrus acquisition," according to a memo. KPMG also disagreed about the "impairment test on goodwill of some consolidated companies," according to the memo.
The memo said that while Olympus would say publicly that KPMG's term had expired, the "circumstances behind this decision" are the accounting disagreements. [WS Journal, 10/24/11]

