TOHO HOLDINGS CO., LTD.

Singapore-based investment fund 3D Investment Partners filed a petition with the Tokyo District Court on the 13th for a provisional injunction to block pharmaceutical wholesaler Toho Holdings from activating its takeover defense. 3D is the largest shareholder with about 24 percent of Toho Holdings shares on a voting rights basis and has indicated plans to raise its stake to 27 percent. Toho Holdings introduced a takeover defense that could dilute 3D's stake through a gratis allotment of share subscription rights if 3D made additional purchases, and the proposal needed to activate the defense was approved with 54.7 percent support at the June shareholders' meeting. In a statement, 3D said its holding would not reach the level the company claims would give it an effective veto, and it also denies any intention to acquire control, arguing that no contest for management control exists as a precondition for activating the defense. 3D said the defense is strongly suspected of being a self-protection measure by management aimed at curbing the influence of shareholders seeking governance improvements.

3D Investment Partners, holding approximately 24% of voting rights in Toho Holdings, published its views on all 17 questions in Toho HD's FAQs, arguing that the company's poison pill is being invoked for entrenchment purposes. 3D asserts that Toho HD has not identified any specific errors in 3D's disclosures, which are based on primary sources, and that Toho HD itself has given explanations contrary to fact, including dismissing written statements by its own CEO and COO about undiscovered misconduct. 3D also claims that Toho HD concealed critical information, such as a draft Written Pledge capping 3D's voting rights at 30%, and that the Independent Committee chair lacks substantive independence due to ties with a business partner. 3D is urging shareholders to vote against Proposal No. 4 at the upcoming Annual General Meeting of Shareholders.