3D Investment Partners Sends Open Letter to Board of Directors and Executive Committee of the Toshiba Corporation
3D Investment Partners has urged Toshiba's Board to take immediate steps to rebuild trust with shareholders ahead of the upcoming AGM. In a recent letter, they called for three key actions: the development and disclosure of a mid-range plan, engaging with potential buyout proposals, and consulting with shareholders on Board composition. The letter follows a failed two-way split plan at the previous shareholder meeting, indicating widespread shareholder dissatisfaction. The actions are aimed at restoring Toshiba's reputation and ensuring better governance.
- Call for a mid-range plan to enhance transparency and shareholder confidence.
- Engagement with potential buyers may lead to strategic opportunities for growth.
- Ongoing shareholder dissatisfaction reflects poorly on the Board's governance.
- The failure of the recent two-way split plan indicates lack of shareholder support.
3D Calls Upon Toshiba Management to Develop and Announce Mid-Range Plan Before the AGM
3D Asks Toshiba's Board to Solicit Buyout Proposals Prior to AGM
3D Calls Upon Toshiba's Board to Engage with Shareholders Concerning Board Composition and Director Candidates Before the AGM
TOKYO, April 6, 2022 /PRNewswire/ -- 3D Investment Partners Pte. Ltd. (together with the funds it manages, "3D"), one of Toshiba's largest shareholders, today sent a letter to the Board of Directors (the "Board") and Executive Committee of Toshiba Corporation ("Toshiba" or the "Company") (6502.T).
In the letter, 3D indicates that Toshiba must undertake three critical actions prior to the AGM: develop and disclose a mid-range plan, solicit indications of interest from buyout firms and consult with shareholders concerning the Board's composition.
The full text of the letter is copied below:
Dear Members of the Board and Executive Committee,
Last month, Toshiba Corporation ("Toshiba" or the "Company") faced its fourth consecutive contested shareholder meeting. Most recently, shareholders overwhelmingly rejected the Company's proposed two-way split plan that had been enthusiastically promoted by the Board of Directors. Now, for the fourth time in four meetings, shareholders have sent a message of displeasure to the Board.
Once an iconic Japanese company, Toshiba has become a corporate governance embarrassment for Japan. It is time for the Board to take decisive action to restore Toshiba's reputation.
We believe there are three imperatives, all of which must be acted upon in parallel prior to the upcoming AGM, to ensure the Company addresses the most important corporate governance issues in time to garner shareholder support:
- Management must expeditiously prepare a mid-range plan that reflects the full opportunity at Toshiba. Management must not delay the development or disclosure of the plan. Shareholders deserve to know the plan this Board and executive team intend to execute prior to casting their votes at the AGM.
- The Company must publicly announce that it will resume the strategic review process and encourage and solicit bids for all or parts of, and minority investments in, Toshiba. Potential buyers should be asked to provide the Company with preliminary indications of interest (including valuation ranges) prior to the AGM, so the Board can report to shareholders whether it has received such interest prior to shareholders casting their votes. Potential buyers should be assured that any party providing a credible indication of interest at a reasonable value will receive diligence materials, management presentations, cooperation from management and feedback as necessary to enable the bidder to make a second-round, more definitive proposal.
- The Company must immediately begin engaging with its largest shareholders – including those who have publicly expressed concerns about the Company's governance and strategy – to seek their input on Board composition. The Board should not unilaterally determine whom to nominate to the Board including the nomination of Taro Shimada (President and CEO) and Goro Yanase (Vice President and COO), given the lack of trust and progress over the last year. Shareholder views should be objectively considered, and the Board should nominate at least several candidates suggested by shareholders.
For several years, 3D and other large Toshiba shareholders have been disappointed by the actions of this Board and the Company's management. It is time for Toshiba to turn a new page and to begin to fulfill the full promise of Toshiba, restoring it to its rightful place as one of corporate Japan's best companies.
We urge you to immediately take these three steps to begin the process of rebuilding trust between Toshiba and its shareholders.
Kindest regards,
About 3D Investment Partners Pte.
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 ("3DIP") currently beneficially owns and/or has an economic interest in 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 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 concerning the business of Toshiba and/or Toshiba group companies.
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.
FAQ
What actions did 3D Investment Partners request from Toshiba's Board?
Why is the shareholder meeting significant for Toshiba?
What does the rejection of the two-way split plan signify for Toshiba?
What impact could the requested changes have on Toshiba's stock, TOSYY?
