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Business Wire
5 days ago
- Business
- Business Wire
Oasis Continues to Call for the Dismissal of Kusuri No Aoki's President and Vice President (Stock Code: 3549 JT)
HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. ('Oasis') is the manager to funds that beneficially own approximately 9.1 % of drugstore operator KUSURI NO AOKI HOLDINGS CO., LTD. (3549 JT) ('Kusuri No Aoki' or 'Aoki' or the 'Company'). Oasis has adopted the Japan FSA's 'Principles of Responsible Institutional Investors' (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with its investee companies. Oasis, a long-term shareholder of Aoki, urges its fellow shareholders to hold President Hironori Aoki and Vice President Takanori Aoki (the 'Aoki Brothers'), who are leading Aoki, accountable at the upcoming Annual General Meeting of Shareholders to be held in August 2025 for their history of neglecting minority shareholder interests. Since Aoki's 2023 AGM, Oasis has asked its fellow shareholders to demonstrate its dissatisfaction in Aoki's governance structure, led by the Aoki Brothers, and particularly, the stock options issued to the Aoki Brothers, by voting AGAINST the re-election of the Aoki Brothers and voting FOR Oasis's shareholder proposals. In Oasis's public campaign, we have highlighted serious governance failures at Aoki, including: Stock options ('Stock Options'), which would cause an 11.1% dilution when exercised, were issued to the Aoki Brothers for only approximately JPY 52.5 million, representing a discount of more than 99% from the 'Fair Unit Price' disclosed by the Company itself. The Stock Options were issued shortly after the Company made unusual downward revisions to forecasts, which subsequently depressed the stock price significantly. Despite Oasis questioning the legitimacy of the process and the pricing of the Stock Options and asking the Aoki Brothers not to exercise the Stock Options until a judicial judgement was reached, the Aoki Brothers exercised the Stock Options three business days after they became exercisable, diluting all existing shareholders by 11.1%, and profiting JPY 8.82 billion. Oasis has requested in the 2024 AGM campaign that, if, as Aoki claims, there are truly no issues with the decision-making process or the valuation methodology behind the Stock Options, Aoki should provide shareholders with a fair opportunity to assess the facts for themselves by disclosing appropriate materials, instead of making abstract claims that 'there are no problems'. Oasis's request has been ignored, thereby depriving shareholders of their opportunity to make these assessments by themselves to date. Oasis, as the largest minority shareholder of the Company, has been leading a shareholder derivative lawsuit since July 2024 on behalf of Kusuri No Aoki and its shareholders to recoup the damages the Stock Options have done to the Company. During this legal procedure: the Aoki Brothers have continued to refuse to disclose the full details of the valuation by the third-party valuation agent (Plutus Consulting, 'Plutus'), which is the basis of the pricing of the Stock Options; the Company has continued to intervene in support on the side of the defendants, i.e., the Aoki Brothers; and based on the limited disclosures made by the Company and the Aoki Brothers, it has been discovered that it is likely that valuation of the Stock Options uses extremely unreasonable assumptions, including assuming incorrectly that there is no correlation between business performance and share price. It has become apparent that it is extremely likely that these errors have caused the 'fair value' of the Stock Options calculated by the Company to be much lower than the intrinsic value of the Stock Options. In particular, the use of the assumption that there is 'absolutely no correlation' between the Company's business performance and share price (or corporate value) is extremely shocking. Such assumption goes against the most fundamental principles of corporate finance. For example, even Plutus, the valuation agent of the Stock Options, points out in its own published accounting book that company-specific factors and macro factors affect the profit of each company, which determines the share price of a company. There are also internal board meeting minutes where Aoki directors discuss how future profit growth will lead to increased corporate value. Thus, said 'assumption' that there is 'absolutely no correlation' between share price, an indicator of corporate value, and business performance, directly contradicts the principles of corporate value valuation that even Aoki and Plutus acknowledge. We believe that the additionally discovered facts about the valuation of the Stock Options, especially the assumptions used, are further evidence that the Aoki Brothers have significantly abused their powers as directors of the Company at the expense of minority shareholders. Further, we believe that the Aoki Brothers' lack of cooperation in Oasis's genuine attempt to protect the interests of minority shareholders -- especially their exercising of the Stock Options three business days after they became exercisable, which yielded them JPY 8.82 billion in profits, despite Oasis's clear request not to exercise them, as well as their continued refusal to disclose the details of the valuation methodology of the Stock Options -- is proof of the continued abuse of their powers as directors of the Company. As such, we believe that the dismissal of the Aoki Brothers is necessary to protect the interests of minority shareholders and to enhance Aoki's corporate value. To this end, Oasis urges shareholders to vote AGAINST the re-election of Aoki Brothers, and to vote FOR Oasis's shareholder proposal to dismiss them. For more information, please visit We welcome all stakeholders to contact Oasis at info@ to help improve Kusuri No Aoki's corporate governance. *** Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at Oasis has adopted the Japan FSA's 'Principles for Responsible Institutional Investors' (a.k.a. the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies. The information and opinions contained in this press release (referred to as the "Document") are provided by Oasis Management Company ('Oasis') for informational or reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder's rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except in the event that Oasis expressly enters into the agreement as a joint holder requiring such disclosure, Oasis does not intend to take any action triggering reporting obligations as a Joint Holder. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.
Yahoo
11-06-2025
- Business
- Yahoo
Oasis Intends to Vote Against Kyocera's Top Management at the Upcoming AGM
*Kyocera has been facing chronic underperformance, with its stock price remaining depressed over the long-term and profitability continuing to deteriorate sharply *Although Kyocera has announced certain management reform initiatives, they fall far short of the necessary fundamental changes needed to transform the Company *On May 14, Oasis released a "Seven-Point Plan" calling for more substantive reforms at Kyocera, including the acceleration of non-core business divestitures and improvements to the Company's inefficient capital structure *However, Kyocera has so far failed to address the "Seven Point Plan" and has demonstrated little commitment to genuine transformation *In its latest results, Kyocera achieved an ROE of just 0.8% *Oasis will vote against the reappointment of Chairman Yamaguchi and President Tanimoto at the upcoming AGM, holding them accountable for the underperformance and poor capital allocation *Both ISS and Glass Lewis have recommended to vote against the reappointment of Kyocera Chairman Yamaguchi, and ISS additionally recommends voting against President Tanimoto More information available at HONG KONG, June 11, 2025--(BUSINESS WIRE)--Oasis Management Company Ltd. ("Oasis") is manager to funds that beneficially own shares in Kyocera Corporation (6971 JP) ("Kyocera" or the "Company"). Oasis has adopted the Japan FSA's "Principles of Responsible Institutional Investors" (a.k.a. the Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with its investee companies. At its May 14, 2025 earnings call, Kyocera reported on the progress of its management reforms. The Company appeared to acknowledge its past mistakes and expressed an intention to take the first step toward change. Specifically, Kyocera recognized the inefficiencies caused by the dispersal of management resources due to diversification and announced its policy to restructure its business portfolio in order to focus on its core strengths. However, like many shareholders and market participants, Oasis remains highly skeptical of Kyocera's commitment and ability to execute meaningful change especially in light of its modest plans and continued commitment to manufacturing solar panels and telecommunication devices. Moreover, underperformance against its management targets has become the norm. Since the fiscal year ended March 2020, Kyocera has exceeded its operating profit targets only once. This track record raises serious concerns about the current management team's ability to formulate and execute plans, casting significant doubt on whether they can even implement the current, modest reform plan. The latest earnings briefing further highlighted weak progress. Although Kyocera announced plans to exit JPY200 billion worth of non-core businesses, only JPY7.3 billion has been announced so far. This year's forecast includes just a JPY10 billion revenue reduction from exits. Kyocera's capital policy also remains insufficient. Although the Company has announced "Future Reduction Plan" to lower cross-shareholdings to below 20% of net assets, it has yet to provide a clear timeline for achieving this goal. Shareholders' dissatisfaction is growing. Approval for the Company's president at the AGM has dropped from 96% in 2015 to just 65% in 2023. ISS and Glass Lewis have once again recommended voting against the reappointment of Kyocera's Chairman, Mr. Yamaguchi. ISS has also recommended voting against President, Mr. Tanimoto, citing continued underperformance in ROE and capital misallocation. Oasis also believes that the top management is responsible for Kyocera's weak performance and therefore intends to vote against the reappointment of both individuals. Amid growing pressure from shareholders, Kyocera announced plans to reduce the cap on board directors from 20 to 12. At the same time, the Company also plans to increase the number of internal directors -- a move that runs against the broader efforts by many Japanese companies to strengthen board independence thereby decreasing the percentage of independent directors. In order for Kyocera to achieve genuine transformation and resolve its excessive diversification and inefficient capital structure, Oasis urges the full implementation of the following Seven-Point Plan: Divest non-core businesses amounting to over JPY660 billion of revenue. Exit the Organic Packages to prevent further losses. Restructure its KAVX subsidiary to achieve higher margins in line with peers. Stop losses by halting investment into GaN and millimeter-wave technologies which have little potential to produce material returns. Focus on its core business such as ceramics to capture untapped opportunities. Commit to aggressive M&A to reinforce core businesses. Announce a buyback program of JPY1 trillion over the next four years, amounting to approximately 37% of the Company. By implementing this plan, we believe that the stock could see an upside of over +100% from current levels. Seth Fischer, Founder & Chief Investment Officer of Oasis, said: "Kyocera's excessive diversification has long prevented it from realizing its full potential. The Company continues to support underperforming businesses while failing to prioritize investment and growth opportunities within its best businesses such as ceramics packaging, and the automotive and semiconductor sectors. With cross-shareholdings still accounting for 53% of its net assets and an ROE of just 0.8%, the time for meaningful change is now. Management needs to address the twin problems of over-diversification and over-capitalization of its balance sheet by exiting underperforming businesses, leaning into its best growth opportunities, and taking a much more ambitious stance on unwinding cross-shareholdings to improve returns on capital. Kyocera needs brave, large steps forward to achieve these goals. The current half measures are not enough." Full details can be viewed at All stakeholders are encouraged to contact Oasis at info@ *** Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at Oasis has adopted the Japan FSA's "Principles for Responsible Institutional Investors" (a.k.a. the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies. The information and opinions contained in this press release (referred to as the "Document") are provided by Oasis Management Company ("Oasis") for informational or reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder's rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except in the event that Oasis expressly enters into the agreement as a joint holder requiring such disclosure, Oasis does not intend to take any action triggering reporting obligations as a Joint Holder. The Document exclusively represents the opinions, interpretations, and estimates of Oasis. View source version on Contacts Media Contact For all inquiries, please contact:Taylor Hallmedia@
Business Wire
07-05-2025
- Business
- Business Wire
Oasis Urges Taiyo HD Shareholders to Vote Against the Re-election of Mr. Sato and Mr. Takano and Vote For Oasis's Shareholder Proposals to Dismiss the Two for Better Governance at Taiyo Holdings Co., Ltd.
HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. ('Oasis') is the manager to funds that beneficially own approximately 11% of electronic chemicals manufacturer Taiyo Holdings Co., Ltd. (4626 JT) ('Taiyo HD' or the 'Company'). Oasis has adopted the Japan FSA's 'Principles of Responsible Institutional Investors' (a.k.a. the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with its investee companies. Oasis, a long-term shareholder of Taiyo HD, urges its fellow shareholders to exercise their voting rights to improve corporate governance at Taiyo HD at the upcoming Annual General Meeting of Shareholders to be held in June 2025 ('2025 AGM'). Taiyo HD, under the management of Mr. Eiji Sato, has a long history of sub-par governance and questionable business investments. Oasis urges all shareholders to: Vote AGAINST the re-election of Mr. Eiji Sato, who has led, or has been deeply involved in: the Third Party Allotment; excessive compensation; excessive investment into and failure of Medical and Pharmaceutical business; the Thailand Incident and the failure to respond to the incident. Vote AGAINST the re-election of Mr. Kiyofumi Takano, who is dispatched from DIC, who has a structural and significant conflict of interest with Taiyo HD and Taiyo HD's general shareholders. Directors dispatched from DIC have a track record of failing to fulfill their monitoring function at Taiyo HD. Vote AGAINST the election of any other DIC related personnel, if any other director candidates are dispatched by DIC. Vote FOR the Oasis shareholder proposals to dismiss Mr. Sato and Mr. Takano. Although Oasis's concerns are broad and varied, the core concerns are as follows: Third Party Allotment to dilute existing shareholders In the 2016 AGM, Mr. Sato was forced to withdraw two Company-proposed AGM agenda items on (1) Changes of Articles of Incorporation, as well as (2) Director Compensation, only eight days before the AGM, presumably due to significant opposition from Taiyo HD shareholders including the founding family, who held a c. 30% stake. After this, in 2017, Mr. Sato announced a capital and business alliance with DIC, under which he conducted a third-party allotment to DIC (the 'Third Party Allotment'), which resulted in a 20% dilution for Taiyo HD's existing shareholders, at a 10% discount. After the Third Party Allotment, Mr. Sato re-proposed substantially the same agenda items on (1) Changes of Articles of Incorporation and (2) Director Compensation, which he was forced to withdraw in the 2016 AGM, to the 2017 AGM, and had these agenda items passed with DIC's support. It appears the Third Party Allotment was conducted with the primary intention of increasing Mr. Sato's control over Taiyo HD by diluting Taiyo HD's existing shareholders, including the founding family. Excessive compensation for Mr. Sato Taiyo HD introduced a new compensation plan that significantly increased board's discretion on director compensation in the 2017 AGM after the Third Party Allotment. This agenda item was originally withdrawn in the 2016 AGM due to shareholder opposition. Multiple analysis shows that Mr. Sato's compensation is in the top 1~2% against peers in multiple metrics. Mr. Sato has benefited significantly from this excessive compensation package, which was initially withdrawn before the AGM due to shareholder opposition but reintroduced after the Third Party Allotment. Excessive investment into and failure of Medical and Pharmaceuticals business In the 2017 AGM, Mr. Sato passed the changes of articles of incorporation that allowed him to enter the Medical and Pharmaceuticals business. This agenda item was originally withdrawn in the 2016 AGM due to shareholder opposition. Mr. Sato boasts entry into the Medical and Pharmaceuticals business as one of his core achievements, and has also appointed himself to the position of 'Medical and Pharmaceuticals Company CEO'. Mr. Sato has directed the Company to invest heavily in this business, almost double that of the Company's core electronics business and equivalent to c. 70% of the Company's total equity, but the Medical and Pharmaceuticals business remains extremely less capital efficient than the Company's core Electronics business, with a ROIC far inferior to the Electronics business, below the Company's WACC, making it a 'value-destructive' business. Thailand Incident and failure to respond to incident An arrest warrant for an incumbent statutory auditor of Taiyo HD, Mr. Ohki was issued for his actions (forging documents and submitting said documents to Thailand's government) as the Managing Director of Taiyo HD's Thailand local subsidiary (the 'Thailand Incident'). Mr. Ohki was later arrested and convicted. Despite all of Taiyo HD's directors and statutory auditors at the time being aware of this incident, the directors and the auditors failed to take any effective actions. Further, Oasis is aware of facts that reasonably suggest Mr. Sato not only had knowledge of the document falsification related to the Thailand Incident, but may have even played a leading role in it. The Company has not even disclosed this incident, and Taiyo HD cannot avoid the assessment that it has attempted to conceal the incident Failure to fulfil monitoring function by DIC dispatched directors who have a conflict of interest DIC conducts significant business with Taiyo HD, and therefore directors dispatched by DIC to serve on the Taiyo HD board have a structural and significant conflict of interest with Taiyo HD. When an arrest warrant for an incumbent Statutory Auditor of Taiyo HD was issued in 2021, Mr. Tamaki, DIC's representative director at the time who was also dispatched to Taiyo HD as a director, failed to take effective responses, despite knowing of such facts. Despite DIC's representative director being aware of the Thailand Incident, DIC has continued to support the re-election of Mr. Sato thereafter. Amid suspicions of concealment surrounding the Thailand Incident at Taiyo HD, the actions of Mr. Tamaki and DIC cannot avoid the assessment that they were complicit in the concealment of a serious corporate governance crisis involving the arrest of a former statutory auditor of Taiyo HD. Conclusion Based on these facts, not only has Mr. Sato failed to appropriately manage the Company from the perspective of capital efficiency, but he also lacks the minimum level of governance awareness expected of executives at a listed company -- as evidenced by actions such as implementing the Third Party Allotment with the primary purpose of diluting unfavorable shareholders and his inadequate response to the Thailand Incident. Accordingly, Mr. Sato is unfit to serve as a director of the Company. Similarly, accepting the dispatch of directors from DIC is not beneficial for the Company's corporate governance. Rather, it is detrimental to the Company's corporate governance, as this practice involves appointing individuals who have a conflict of interest and will only fail to exercise appropriate monitoring but also potentially participate in concealing significant corporate governance issues like Mr. Tamaki in the past. Again, Oasis urges all shareholders to: Vote AGAINST the re-election of Mr. Eiji Sato, who has led, or has been deeply involved in: the Third Party Allotment; excessive compensation; excessive investment into and failure of Medical and Pharmaceutical business; Thailand Incident and failure to respond to the incident. Vote AGAINST the re-election of Mr. Kiyofumi Takano, who is dispatched from DIC and who has a structural and significant conflict of interest with Taiyo HD and Taiyo HD's general shareholders. Directors dispatched from DIC have a track record of failing to fulfill their monitoring function at Taiyo HD Vote AGAINST the election of any other DIC related personnel, if any other director candidates are dispatched by DIC. Vote FOR the Oasis shareholder proposals to dismiss Mr. Sato and Mr. Takano. Seth Fischer, Founder and Chief Investment Officer of Oasis, said: 'Mr. Sato has not only indulged in malpractice in corporate governance, but has also failed in allocating and managing the Company's capital effectively. Now is the time for Taiyo HD's shareholders to vote him and Mr. Takano off the Board in order to re-establish Taiyo HD's corporate governance and to prepare the Company for growth in a capital effective manner.' For more information, please visit We welcome all stakeholders to contact Oasis at info@ to help improve Taiyo HD's corporate governance. Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at Oasis has adopted the Japan FSA's 'Principles for Responsible Institutional Investors' (a.k.a. the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies. The information and opinions contained in this press release (referred to as the "Document") are provided by Oasis Management Company ('Oasis') for informational or reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder's rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except in the event that Oasis expressly enters into the agreement as a joint holder requiring such disclosure, Oasis does not intend to take any action triggering reporting obligations as a Joint Holder. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.
