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