Toho HD shareholders back proposal on takeover defense measures

Toho HD shareholders have approved a proposal to implement takeover defense measures, a decision that has drawn criticism from 3D Investment Partners Pte. Ltd., a major shareholder holding approximately 24% of the company’s voting rights. 3D expressed deep disappointment with the board’s decision, arguing that the measures do not meet the necessary criteria for triggering such defenses and appear to be motivated by management entrenchment rather than protecting shareholder interests.

The board’s decision followed 3D’s announcement of an additional acquisition of shares representing a 3% voting rights increase, which would still leave 3D below the threshold for de facto control. 3D had previously offered a legally binding pledge to cap its holdings at 30%, but the board did not accept or disclose this offer to shareholders. The company also reset its acquisition limit to 27%, below the 27.17% threshold claimed by Toho HD as an effective veto right.

3D has consistently emphasized its commitment to enhancing Toho HD’s long-term corporate value and has published extensive materials outlining governance improvements and responses to information requests from the board. Despite these efforts, Toho HD has not provided a clear justification for how the additional acquisition would threaten corporate value or shareholder interests.

The takeover defense measures were introduced without shareholder approval and will now be subject to a vote at the upcoming shareholders’ meeting. 3D has pledged to continue its engagement with shareholders and to publish further analysis on the matter.