Farallon Reiterates Call on Toshiba to Rebuild Trust with Stakeholders Ahead of EGM Regarding Proposed Separation Plan

Farallon Capital Management

PR94114

 

SAN FRANCISCO, Jan. 18, 2022 /PRNewswire=KYODO JBN/ --

 

  -- Farallon is deeply concerned by reports that Toshiba is considering a

shareholder vote on the Separation Plan with a 50% approval threshold, rather

than the 66 2/3% ultimately and legally required in 2023

 

  -- Farallon calls on the Board to ensure a 66 2/3% approval threshold at the

EGM in order to prevent further deterioration of trust between Toshiba and its

stakeholders

 

Farallon Capital Management L.L.C. ("Farallon") today issued the following

statement reiterating its call on Toshiba Corporation ("Toshiba" or the

"Company") (6502.T) to rebuild trust with shareholders ahead of the Company's

upcoming extraordinary general meeting of shareholders (the "EGM"):

 

  In its announcements on January 7, 2022 and November 12, 2021, Toshiba stated

  its intention to hold an EGM before the end of March to seek the vote of

  shareholders on the Company's proposed strategic reorganization to spin-off

  Toshiba group's business and separate it into three standalone companies (the

  "Separation Plan").

 

  Farallon is deeply concerned by reports that the Company is considering a

  shareholder vote regarding the Separation Plan on the basis of a 50% approval

  threshold (ordinary resolution), rather than the 66 2/3% approval threshold

  (special resolution) that will ultimately be required to approve the

  Separation Plan in 2023, as publicly stated by the Company, even if the

  Company makes use of METI's Industrial Competitiveness Enhancement Act.

  Farallon believes that Toshiba should seek approval at the EGM from its

  shareholders at the 66 2/3% approval threshold before it risks expending

  significant time, cost and management resources on the Separation Plan.

 

  Farallon continues to believe that the core issue afflicting Toshiba is the

  lack of trust between management and its shareholders, resulting in four

  years of prolonged conflict. The very need for a shareholder to raise such

  a self evident point even after the repeated governance failures only

  exacerbates the situation. The Separation Plan without shareholder trust

  would achieve nothing but the creation of three discrete companies, with

  each inheriting the same issues as Toshiba.

 

  Farallon calls on the Board to fulfill its fiduciary duty and ensure the

  agenda at the EGM is predicated on a 66 2/3% approval threshold vote, to

  prevent further deterioration of trust between Toshiba and its stakeholders.

  How Toshiba conducts the EGM will be critical in assessing whether Toshiba is

  acting in good faith towards rebuilding the trust with its stakeholders.

 

About Farallon

Farallon Capital Management, L.L.C., is a global investment firm founded in

1986 and registered as an investment advisor with the United States Securities

and Exchange Commission since 1990.  Farallon seeks investments across asset

classes and around the world through a process of bottom-up fundamental

research and analysis emphasizing capital preservation.  More information on

Farallon is available at www.faralloncapital.com.

 

Disclaimer

This press release is for general information purposes only and is not

complete.  Under no circumstances is this intended to be, nor should it be

construed as an offer, invitation, marketing of services or products,

advertisement, inducement or representation of any kind, nor as investment

advice or a recommendation to buy or sell any investment products or make any

type of investment in securities. This press release should not be construed as

legal, tax, investment, financial or other advice. Additionally, this press

release should not be construed as an offer to buy any investment in any fund

or account managed by Farallon Capital Management L.L.C. or any of its

affiliates or representatives (collectively, "Farallon").

 

This press release is not intended and should not be considered to solicit,

encourage, induce or seek for Toshiba shareholders to authorize Farallon or any

other third party as their proxy in exercising their voting rights on their

behalf. Farallon is not soliciting or requesting other shareholders of Toshiba

to jointly exercise their shareholders' rights with Farallon (including, but

not limited to, voting rights). Farallon declares that it does not intend to be

treated or deemed a "joint holder" (kyo-do hoyu-sha) under the Japanese

Financial Instruments and Exchange Act or a "related person" (kankei-sha) under

the Foreign Exchange and Foreign Trade Act with other Toshiba shareholders.

 

This press release is made available exclusively by Farallon and not by or on

behalf of Toshiba or its affiliates or subsidiaries or any other person.

Farallon is not an affiliate of Toshiba and neither Farallon nor its principals

or representatives are authorized to disseminate any information for or on

behalf of Toshiba, and nor does Farallon purport to do so.

 

Media Contacts

 

In Japan

Propeller Project Labo Inc.

Koji Tanimura

farallon-pr@ppli.co.jp  

 

In the U.S.

ASC Advisors

Steve Bruce / Taylor Ingraham

sbruce@ascadvisors.com / tingraham@ascadvisors.com

 

Source - Farallon Capital Management

 

 

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