Announcement • Aug 22
3D Investment Partners Pte. Ltd. Files Petition for Provisional Disposition Order Seeking Injunction Against Invoking of Toho Holdings Co., Ltd.'S Poison Pill
3D Investment Partners Pte. Ltd. had announced that, on August 13, 2026, it filed with the Tokyo District Court a petition for a provisional disposition order seeking an injunction against the gratis allotment of stock acquisition rights based on Toho Holdings Co., Ltd.'s poison pill. The invoking may be carried out by Toho Holdings Co., Ltd.'s board of directors following the approval resolution adopted at the 78th Annual General Meeting of Shareholders held on June 26, 2026. The invoking relates to the additional acquisition of approximately 3% of the voting rights that 3D Investment Partners Pte. Ltd. plans to make. 3D Investment Partners Pte. Ltd. stated that it cannot but conclude that the poison pill is strongly suspected of being for the purpose of management entrenchment, in order to silence calls for the improvement of Toho Holdings Co., Ltd.'s governance and the clarification of management’s accountability. 3D Investment Partners Pte. Ltd. stated that this is not a situation in which the seizure of management control is at issue, and the approval at the shareholders’ meeting to confirm the shareholders’ will does not establish the necessity of the invoking. 3D Investment Partners Pte. Ltd. stated that the additional acquisition planned corresponds to a voting rights ratio of a mere approximately 3%, and even after the additional acquisition, 3D Investment Partners Pte. Ltd.'s voting rights ratio, including its existing holdings, will remain at only approximately 27%. 3D Investment Partners Pte. Ltd. stated that this is below the level of 27.17% that Toho Holdings Co., Ltd. itself claimed to constitute a “veto threshold,” and accordingly 3D Investment Partners Pte. Ltd. will not seize management control of Toho Holdings Co., Ltd. 3D Investment Partners Pte. Ltd. stated that since before the introduction of the poison pill, it has repeatedly stated to Toho Holdings Co., Ltd. that it has no intention of seizing management control and has voluntarily submitted a draft of a legally binding written pledge regarding the upper limit of its additional acquisitions. 3D Investment Partners Pte. Ltd. stated that Toho Holdings Co., Ltd. refused to accept the written pledge and did not disclose these efforts to the shareholders. 3D Investment Partners Pte. Ltd. stated that the invoking of the poison pill can be justified by the approval at a shareholders’ meeting to confirm the shareholders’ intent only where the seizure of management control is at issue. 3D Investment Partners Pte. Ltd. stated that since this case does not fall under such a situation, the approval at the annual general meeting does not establish the necessity of the invoking. 3D Investment Partners Pte. Ltd. stated that there is no risk of impairment of corporate value or the common interests of shareholders. 3D Investment Partners Pte. Ltd. stated that since its additional acquisition does not entail the seizure of management control of Toho Holdings Co., Ltd., it will not be able to unilaterally determine Toho Holdings Co., Ltd.'s management policies. 3D Investment Partners Pte. Ltd. stated that even if, hypothetically, it were to make a proposal that would impair Toho Holdings Co., Ltd.'s corporate value after the additional acquisition, such a proposal would naturally fail to obtain the support of the other shareholders. 3D Investment Partners Pte. Ltd. stated that it is therefore inconceivable that the additional acquisition would impair Toho Holdings Co., Ltd.'s corporate value or, in turn, the common interests of shareholders. 3D Investment Partners Pte. Ltd. stated that it has never made an investment for the purpose of pursuing short-term profits, nor has it ever impaired the corporate value of any investee company through its investment activities. 3D Investment Partners Pte. Ltd. stated that it has explained this repeatedly, including in its responses to Toho Holdings Co., Ltd.'s information requests. 3D Investment Partners Pte. Ltd. stated that accordingly, given that its additional acquisition will not result in the seizure of management control and that there is no risk of impairment of corporate value or the common interests of shareholders, the necessity required for the invoking of the poison pill cannot be found. 3D Investment Partners Pte. Ltd. stated that neither the securing of time and information nor coerciveness constitutes grounds for the invoking. 3D Investment Partners Pte. Ltd. stated that in accordance with the procedures set forth in the poison pill, it submitted the Large-Scale Purchase Action Explanation Statement, responded to all 116 questions posed over three rounds of information requests, and published the full text of its responses. 3D Investment Partners Pte. Ltd. stated that it has voluntarily published, among other things, its recommendations for enhancing Toho Holdings Co., Ltd.'s governance framework. 3D Investment Partners Pte. Ltd. stated that it has thus provided ample information, complied with the procedures under the poison pill, and endeavored to secure sufficient time for the shareholders’ consideration. 3D Investment Partners Pte. Ltd. stated that nor can any coerciveness arise in this case. 3D Investment Partners Pte. Ltd. stated that coerciveness refers to “an issue whereby shareholders of the target company are pressured to accept an acquisition against their will, where they anticipate disadvantages if an acquisition is completed while they do not accept, as compared to when they do accept the offer. When coercion exists, even if many shareholders believe that the purchase price is lower than the objective value of the shares, they feel forced to accept the offer.” 3D Investment Partners Pte. Ltd. stated that this case is not an acquisition scenario and does not involve the seizure of management control; since it will not be able to determine Toho Holdings Co., Ltd.'s management policies, no situation could arise in which shareholders are pressured to sell their shares as a result of the additional acquisition, and therefore no coerciveness can arise. 3D Investment Partners Pte. Ltd. stated that accordingly, from the perspective of the securing of time and information or of coerciveness as well, the necessity required for the invoking of the poison pill cannot be found. 3D Investment Partners Pte. Ltd. stated that reasonableness can be recognized only where the effect of the invoking corresponds to the necessity for it, and in this case, where no necessity exists, reasonableness cannot be found. 3D Investment Partners Pte. Ltd. stated that furthermore, the poison pill is structurally capable of substantially diluting its voting rights ratio, and the imposition of such a serious disadvantage on a specific shareholder cannot but be regarded as lacking reasonableness. 3D Investment Partners Pte. Ltd. stated that accordingly, the reasonableness required for the invoking of the poison pill cannot be found either.