{"id":61321,"date":"2025-05-27T10:03:09","date_gmt":"2025-05-27T08:03:09","guid":{"rendered":"https:\/\/pharma-trend.com\/en\/3d-investment-partners-recommends-toho-holdings-shareholders-vote-against-the-reappointment-of-ceo-hiromi-edahiro-and-outside-director-yoshiaki-kamoya-and-hidehito-kotani-at-the-companys-77t\/"},"modified":"2025-05-27T10:03:09","modified_gmt":"2025-05-27T08:03:09","slug":"3d-investment-partners-recommends-toho-holdings-shareholders-vote-against-the-reappointment-of-ceo-hiromi-edahiro-and-outside-director-yoshiaki-kamoya-and-hidehito-kotani-at-the-companys-77t","status":"publish","type":"post","link":"https:\/\/pharma-trend.com\/en\/3d-investment-partners-recommends-toho-holdings-shareholders-vote-against-the-reappointment-of-ceo-hiromi-edahiro-and-outside-director-yoshiaki-kamoya-and-hidehito-kotani-at-the-companys-77t\/","title":{"rendered":"3D Investment Partners Recommends Toho Holdings Shareholders Vote Against the Reappointment of CEO Hiromi Edahiro, and Outside Director Yoshiaki Kamoya and Hidehito Kotani at the Company\u2019s 77th Annual General Meeting"},"content":{"rendered":"
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\nRepeated scandals, an attitude that is suspected as concealment and a lack of succession planning at Toho HD indicate its serious breakdown in corporate governance<\/i><\/p>\n

\nThe Board of Directors continues to reject reasonable proposals for operational improvement, obstructing the Company’s path to sustainable value creation<\/i><\/p>\n

\nThe persistent failure to address compliance issues risks alienating its customers and could lead to irreversible damage to corporate value<\/i><\/p>\n

\nTo resolve these problems, we strongly urge shareholders to vote against the reappointment of Mr. Hiromi Edahiro, Mr. Yoshiaki Kamoya and Mr. Hidehito Kotani at the upcoming Annual General Meeting<\/i><\/p>\n

TOKYO–(BUSINESS WIRE)–3D Investment Partners Pte. Ltd., the investment manager of 3D Opportunity Master Fund (collectively referred to as \u201c3D\u201d or \u201cwe,\u201d meaning either or both of 3D Investment Partners Pte. Ltd. and 3D OPPORTUNITY MASTER FUND), today released a shareholder presentation highlighting the ongoing and serious corporate governance failures at Toho Holdings Co., Ltd. (\u201cToho HD\u201d or the \u201cCompany\u201d) (TOKYO: 8129). The presentation outlines in detail the reasons why 3D recommends shareholders vote against the reappointment of Representative Director, President and CFO Hiromi Edahiro (\u201cMr. Edahiro\u201d) and, Outside Director Yoshiaki Kamoya (\u201cMr. Kamoya\u201d) and Hidehito Kotani (\u201cMr. Kotani\u201d).<\/p>\n

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\nLink to presentation: https:\/\/www.3dipartners.com\/engagement\/toho-maximizing-corporate-value-en-202505.pdf<\/a><\/p>\n

\n3D has been a shareholder of Toho HD since 2020 and currently holds approximately 22%1<\/sup> of the voting rights, making it one of the Company\u2019s largest shareholders. Over the past two years, 3D has engaged in constructive dialogue with Toho HD with the sole aim of enhancing long-term corporate value.<\/p>\n

\n1<\/sup> Calculated as: (Number of shares held by us + Number of potential shares from convertible bonds with stock acquisition rights held by us) \u00f7 (Total number of issued shares \u2013 Treasury shares + Number of potential shares from convertible bonds with stock acquisition rights held by us).<\/p>\n

\nManagement Issues at Toho HD<\/span><\/p>\n

\n3D believes that the fundamental management challenges facing Toho HD\u2014specifically, the low profitability of its core business and an inefficient balance sheet\u2014stem from a serious deficiency in its corporate governance structure. In August 2023, we submitted concrete proposals to address these management issues to Toho HD, which were disclosed in our press release dated March 25, 2025. However, due to Toho HD\u2019s dysfunctional governance, the Board of Directors was unable to objectively evaluate and implement recommendations which would improve the Company\u2019s profitability and value. As a result, the majority of our proposals were dismissed, and the underlying issues remain unresolved.<\/p>\n

\nAs long as this governance failure persists, we believe that these management challenges will remain unresolved and long-term corporate value growth will continue to be impaired.<\/p>\n

\nRepeated Scandals and Involvement in the Nihon University Incident<\/span><\/p>\n

\nToho HD has been subject to administrative sanctions for its involvement in bid-rigging on three separate occasions. Nevertheless, the Company has never conducted a thorough investigation of these scandals led by independent experts and has consistently avoided addressing the root causes of its misconduct.<\/p>\n

\nIn addition to the bid-rigging incidents, it has recently come to light that Toho HD was involved in a fraudulent scheme related to Nihon University Hospital (the \u201cNihon University Incident\u201d). In this case, a part of funds that should have been returned from Toho HD as purchase rebates were instead funneled to third parties by the Company through fictitious consulting contracts, and resulting in the illicit payments. The Company was obviously able to notice that the scheme involved such clear compliance violations at the time of execution since another peer company reportedly refused to participate.<\/p>\n

\nAn attitude that is suspected as <\/span>Concealment<\/span><\/p>\n

\nDespite the seriousness of the Nihon University Incident, Toho HD has failed to provide any public explanation. Statements made by Mr. Edahiro during media interviews are in conflict with case records, raising serious concerns about the credibility and transparency of his explanations. Moreover, Toho HD has refused our request to establish a third-party investigative committee that is independent from the Company. Furthermore, during meetings we have had with the Company, senior executives (Shikkoyakuin<\/i>) have asked us to refrain from further inquiries. This response, among others, can only be interpreted as attempts to conceal the truth.<\/p>\n

\nToho HD’s assertion that “There was no legal violation,” and the decision to take no further action, do not meet the standards of governance required for a listed company. What shareholders are demanding is not the mere absence of illegality, but the presence of sufficient transparency and a sound governance framework necessary for long-term corporate value creation.<\/p>\n

\nRisks of Irreparable Damage to Corporate Value<\/span><\/p>\n

\nThe Board\u2019s continued failure to address the Company\u2019s compliance issues threatens to erode trust among business partners, potentially leading to revenue losses. This poses the risks of irreparable damage to corporate value. Based on its unwillingness to address these serious issues, we believe the Board of Directors is fundamentally unfit to enhance corporate value.<\/p>\n

\nOur Recommendation Regarding Voting at the General Meeting<\/span><\/p>\n

\nIn light of the urgent need to rectify Toho HD\u2019s governance failures, we strongly recommend that shareholders vote against the reappointment of Mr. Edahiro (Representative Director, President, and CFO), Mr. Kamoya and Mr. Kotani (Outside Directors) for the following reasons:<\/p>\n

\nRegarding Mr. Edahiro:<\/p>\n