3D Investment Partners Comments on the Results of Toshiba Corporation's Extraordinary General Meeting of Shareholders
3D Investment Partners expressed satisfaction with Toshiba shareholders' rejection of the proposed two-way split during the Extraordinary General Meeting held on March 24, 2022. The firm views this decision as a clear message against the separation plan, urging Toshiba to explore alternative strategies for enhancing corporate value. 3D advocates for a reassessment of the Strategic Review Committee's options, including possible partnerships and private equity proposals. They emphasize the need for transparency to rebuild trust and facilitate better engagement between Toshiba's management and its investors.
- Shareholders rejected Toshiba's separation plan, signaling a unified stance for alternative strategies.
- 3D encourages Toshiba to consider options like going-private transactions and minority investments.
- The need to reexamine strategic options suggests previous plans were inadequate.
- Management's failure to engage effectively with shareholders has led to mistrust.
3D Is Pleased That Shareholders Have Rejected Toshiba's Separation Plan
Believes the SRC Must Immediately Reexamine the Strategic Review
TOKYO, March 25, 2022 /PRNewswire/ -- 3D Investment Partners Pte. Ltd. (together with the funds it manages, "3D," "we" or "us") commented on the results of the Extraordinary General Meeting of Shareholders of Toshiba Corporation ("Toshiba" or the "Company") (6502.T), which was held on March 24, 2022:
We are pleased that Toshiba shareholders have decisively rejected the proposed two-way split of Toshiba. We and our fellow shareholders believe this proposed path forward is a suboptimal approach to creating corporate value for Toshiba.
The Board should not interpret yesterday's result as an excuse for inaction. We believe the message from shareholders was clear: Toshiba should spend no further corporate resources on pursuing the separation plan and should pursue other ways of enhancing corporate value, including asking for and enabling proposals from private equity groups and potential corporate partners.
The Strategic Review Committee ("SRC") should immediately reexamine all of Toshiba's options and ensure that all opportunities to achieve maximum value for shareholders are considered. Options such as a going-private transaction or a minority investment, which were seemingly ignored or prematurely dismissed during the SRC's initial process, should be given full and fair consideration. Importantly, the Company should endeavor to keep shareholders informed so that they may hold the SRC and management accountable.
Toshiba's Board now has an opportunity to reflect on the results of the EGM and work to rebuild the Company's relationship with its shareholders. Notably, we would not have even called for this EGM had Toshiba management simply engaged with us and its other shareholders effectively, restored trust by properly evaluating all options (and soliciting proposals) and committed to transparency. The Company is once again in a position of being embarrassed by its shareholders at a meeting because management refused to take these simple steps to rebuild credibility.
Our sincere hope is that this EGM marks the beginning of a new era at Toshiba – one in which the Board will be guided not by the narrow interests of management, but by a commitment to increase corporate value and to earn shareholder trust. We stand ready to engage constructively with the Board to further our mutual goal of creating corporate value for Toshiba and returning Toshiba to its rightful place as one of the most admired companies in Japan.
About 3D Investment Partners Pte. Ltd.
3D Investment Partners Pte. Ltd. is an independent Singapore-based Japan focused value investing fund manager founded in 2015. 3D Investment Partners Pte. Ltd. focuses on partnering with managements who share its investment philosophy of medium- to long-term value creation through compound capital growth and a common objective of achieving long-term returns.
Disclaimer
This press release is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax or other advice.
3D Investment Partners Pte. Ltd. and its affiliates and their related persons ("3DIP") believe that current market price of Toshiba does not reflect its instinct value. 3DIP acquired beneficially and/or economic interest based on its own idea that Toshiba group securities have been undervalued and provides attractive investment opportunity and may in the future beneficially own and/or have an economic interest in, Toshiba group securities. 3DIP intends to review its investments in the Toshiba group on a continuing basis and, depending upon various factors including, without limitation, the Toshiba group's financial position and strategic direction, the outcome of any discussions with Toshiba, overall market conditions, other investment opportunities available to 3DIP, and the availability of Toshiba group securities at prices that would make the purchase or sale of Toshiba group securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including the investment in Toshiba securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.
No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness, or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss howsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise howsoever arising in connection with this press release.
3DIP disclaims any intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan, a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act with other shareholders, or receiving any power to represent other shareholders in relation to the exercise of their voting rights by virtue of its act to express its views, estimates, and opinions or otherwise to engage in dialogue with other shareholders through this press release.
3 DIP does not have the intention to make a proposal, directly or through other shareholders of Toshiba, to transfer or abolish the business or asset of Toshiba and/or Toshiba group companies at the general shareholders meeting of Toshiba. 3DIP does not have the intention and purpose to engage in any conduct which constricts the continuing and stable implementation of business of Toshiba and/or Toshiba group companies. 3DIP does not have the intention to attend or have any person appointed by 3DIP attend the meeting of the board of directors or committee that has the power to make material decision of Toshiba concerning the business of Toshiba and/or Toshiba group companies either.
3DIP does not have the intention to require an answer or certain conduct to members of the board of directors or committee that has the power to make material decision of Toshiba, by itself or through any person appointed by 3DIP, concerning the business of Toshiba and/or Toshiba group companies within certain time period.
This press release may include content or quotes from news coverage or other third party sources ("Third Party Materials"). Permission to quote from Third Party Materials in this press release may neither have been sought nor obtained. The content of the Third Party Materials has not been independently verified by 3DIP and does not necessarily represent the views of 3DIP. The authors and/or publishers of the Third Party Materials are independent of, and may have different views to 3DIP. The quoting Third Party Materials on this press release does not imply that 3DIP endorses or concurs with any part of the content of the Third Party Materials or that any of the authors or publishers of the Third Party Materials endorses or concurs with any views which have been expressed by 3DIP on the relevant subject matter. The Third Party Materials may not be representative of all relevant news coverage or views expressed by other third parties on the stated issues.
In respect of information that has been prepared by 3DIP (and not otherwise attributed to any other party) and which appear in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the English language version shall prevail unless otherwise expressly indicated.
Contacts
3D Investment Partners Pte. Ltd.
3DIPartners@3dipartners.com
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SOURCE 3D Investment Partners Pte. Ltd.
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