3D Investment Partners: Leading Proxy Advisory Firm Glass Lewis Recommends Toho Holdings Shareholders Vote 'AGAINST' the Reappointment of CEO Hiromi Edahiro at the Company's June 2025 AGM
TOKYO--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd., the investment manager of 3D Opportunity Master Fund ('3D' or 'we'), today announced that Glass, Lewis & Co. ('Glass Lewis'), a leading independent provider of proxy research and voting recommendations for the institutional investor community, has recommended that shareholders of Toho Holdings Co., Ltd. ('Toho HD' or the 'Company') (TOKYO: 8129) vote 'AGAINST' the reappointment of Representative Director, President, CEO and CFO Hiromi Edahiro ('Mr. Edahiro') at the Company's 77th Annual General Meeting of Shareholders (the 'AGM'), scheduled to be held on June 27, 2025.
In its report, Glass Lewis recognized that 3D 'raises relevant and substantiated concerns regarding Toho Holdings' governance practices' and concluded that shareholders should vote against the reappointment of Mr. Edahiro.
In reaching its conclusion, Glass Lewis highlighted Toho HD's fraudulent scheme related to Nihon University Hospital (the 'Nihon University Incident') and found that the incident – which was 'characterized by limited disclosure and unclear accountability' – warranted 'further scrutiny.'
Furthermore, Glass Lewis criticized Toho HD's response to the Nihon University Incident particularly; they analyze that this incident suggested 'gaps in the Company's risk awareness and disclosure governance framework.' Glass Lewis noted that:
'[T]he Company's involvement in transactions perceived as questionable might have merited a more proactive and transparent response. From the standpoint of risk oversight and shareholder communication, an internal investigation followed by a timely explanation would likely have been more appropriate.'
'[T]he Company's first formal disclosure [of the Nihon University Incident] was issued only in response to 3D's public statements ahead of this shareholder meeting. In our view, this reactive approach appears misaligned with generally accepted expectations for corporate transparency. The rationale cited—that disclosure was delayed to protect the Company's reputation—may in fact have had the opposite effect, potentially exacerbating reputational risks.'
3D completely agrees with Glass Lewis that shareholders should expect 'stronger accountability and leadership at the highest levels.' 3D strongly believes that addressing Toho HD's serious governance and compliance failures is essential to enhance the Company's corporate value sustainably, and that substantive change must start at the top of the organization.
3D therefore encourages Toho HD shareholders to vote AGAINST Mr. Edahiro at the Company's upcoming AGM.
Note: The passages in quotation marks ("") are direct quotes excerpted by 3D from Glass Lewis' report. The portions in brackets ([ ]) have been added by 3D for additional clarity/context. Permission to use these quotes from Glass Lewis was neither explicitly sought nor obtained.
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 management[s] 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, including annexes 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 related persons ('3DIP') of either believe that the current market price of Toho HD does not reflect its intrinsic value. 3DIP acquired beneficial and/or economic interests based on its own idea that Toho HD securities have been undervalued and provide an attractive investment opportunity and may in the future beneficially own, and/or have an economic interest in, Toho HD securities. 3DIP intends to review its investments in Toho HD on a continuing basis and, depending upon various factors including, without limitation, Toho HD's financial position and strategic direction, the outcome of any discussions with Toho HD, overall market conditions, other investment opportunities available to 3DIP, and the availability of Toho HD securities at prices that would make the purchase or sale of Toho HD 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 Toho HD securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.
3DIP provides no representation or warranty, either expressed or implied, in relation to the accuracy, completeness, or reliability of the information contained herein (including content or quotes from news coverage or other third-party public sources ('Third-Party Materials')), 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 whatsoever 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 whatsoever arising in connection with this press release. 3DIP hereby expressly disclaims any obligation to update or provide additional information regarding the contents of this press release or to correct any inaccuracies in the information contained in 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 or permission to represent other shareholders in relation to the exercise of their voting rights, and has no intention to solicit, encourage, induce or require any person to cause other shareholders to represent such voting rights.
3DIP does not have the intention to make a proposal, directly or through other shareholders of Toho HD, to transfer or abolish the business or assets of Toho HD and/or Toho HD group companies at the general shareholders meeting of Toho HD. 3DIP does not have the intention or purpose to engage in any conduct which constricts the continuing and stable implementation of business of Toho HD and/or Toho HD group companies.
This press release may include 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. Quoting Third-Party Materials in 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 appears 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 Japanese language version shall prevail unless otherwise expressly indicated.
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