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
SAN FRANCISCO, Jan. 18, 2022 /PRNewswire/ — 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.
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.
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.
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