3D Files Petition for Provisional Disposition Order Seeking Injunction Against the Invoking of Toho HD’s Poison Pill

The Poison Pill satisfies neither the necessity nor the reasonableness required for its Invoking and should never have been Invoked in the first place.

The Poison Pill is suspected of having been introduced and Invoked for the purpose of management entrenchment, and 3D will make every effort to enjoin Invoking it for the common interests of all shareholders.

TOKYO--(BUSINESS WIRE)--A fund to which 3D Investment Partners Pte. Ltd. (together with the funds, “3D” or “we”) provides discretionary investment management services has held shares of Toho Holdings Co., Ltd. (TSE: 8129, “Toho HD”) continuously since it began investing in July 2020, and 3D currently holds approximately 24% of the voting rights of Toho HD. We hereby announce that, on August 13, 2026, we filed with the Tokyo District Court a petition for a provisional disposition order (the “Petition”) seeking an injunction against the gratis allotment of stock acquisition rights (the “Invoking”) based on Toho HD’s poison pill (the “Poison Pill”). The Invoking may be carried out by Toho HD’s board of directors following the approval resolution adopted at the 78th Annual General Meeting of Shareholders held on June 26, 2026 (the “AGM”).

The Invoking relates to the additional acquisition of approximately 3% of the voting rights that 3D plans to make (the “Additional Acquisition”). As set out below, however, it satisfies neither the necessity nor the reasonableness required for the Invoking of the Poison Pill. We cannot but conclude that the Poison Pill is strongly suspected of being for the purpose of management entrenchment, in order to silence 3D’s calls for the improvement of Toho HD’s governance and the clarification of management’s accountability.

1. Lack of Necessity for Invoking the Poison Pill

• 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: The Additional Acquisition planned by 3D corresponds to a voting rights ratio of a mere approximately 3%, and even after the Additional Acquisition, 3D’s voting rights ratio, including its existing holdings, will remain at only approximately 27%. This is below the level of 27.17% that Toho HD itself claimed to constitute a “veto threshold,” and accordingly 3D will not seize management control of Toho HD. Since before the introduction of the Poison Pill, 3D has repeatedly stated to Toho HD 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. Nevertheless, Toho HD refused to accept the written pledge from 3D and, moreover, did not disclose these efforts by 3D to the shareholders. 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. Since this case does not fall under such a situation, the approval at the AGM does not establish the necessity of the Invoking.

• There is no risk of impairment of corporate value or the common interests of shareholders: Since 3D’s Additional Acquisition does not entail the seizure of management control of Toho HD, 3D will not be able to unilaterally determine Toho HD’s management policies. Accordingly, even if, hypothetically, 3D were to make a proposal that would impair Toho HD’s corporate value after the Additional Acquisition, such a proposal would naturally fail to obtain the support of the other shareholders. It is therefore inconceivable that the Additional Acquisition would impair Toho HD’s corporate value or, in turn, the common interests of shareholders.
  
  Moreover, 3D 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. We have explained this repeatedly, including in our responses to Toho HD’s information requests.
  
  Accordingly, given that 3D’s 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.

• Neither the securing of time and information nor coerciveness constitutes grounds for the Invoking: In accordance with the procedures set forth in the Poison Pill, 3D 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. In addition, 3D has voluntarily published, among other things, its recommendations for enhancing Toho HD’s governance framework. 3D has thus provided ample information, complied with the procedures under the Poison Pill, and endeavored to secure sufficient time for the shareholders’ consideration.
  
  Nor can any coerciveness arise in this case. 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” (Ministry of Economy, Trade and Industry, “Guidelines for Corporate Takeovers”). This case is not an acquisition scenario and does not involve the seizure of management control; since 3D will not be able to determine Toho HD’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.
  
  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.

2. Lack of Reasonableness for Invoking the Poison Pill

• A disadvantage disproportionate to the necessity is imposed: 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. Furthermore, the Poison Pill is structurally capable of substantially diluting 3D’s voting rights ratio, and the imposition of such a serious disadvantage on a specific shareholder cannot but be regarded as lacking reasonableness.
  
  Accordingly, the reasonableness required for the Invoking of the Poison Pill cannot be found either.

3. The Invoking Is Strongly Suspected to Be for the Purpose of Management Entrenchment

The facts underpinning the strong suspicion that the Invoking is for the purpose of entrenchment are as follows.

• Introduction of the Poison Pill only two months after the presentation of the written statements: The Poison Pill was introduced only approximately two months after 3D presented to Toho HD the written statements to prosecutors of members of Toho HD’s current management (the written statement of CEO Edahiro and the written statement of COO Umada(1) and (2))(the “Written Statements”), which contain admissions that the current management tacitly approved and/or was involved in the coordination of orders of the same kind as in the past bid-rigging, and which indicate a possible breach of the duty of care in relation to the JCHO case.

• Refusal to establish a third-party committee and unreasonable decision not to file a lawsuit: Toho HD has consistently refused 3D’s requests for the establishment of a third-party committee. In addition, in response to 3D’s demand for filing an action concerning the JCHO case and other matters, Toho HD denied the credibility of the Written Statements on the ground that they may have been prepared through “leading and intimidating interrogation,” and decided not to file an action to pursue the liability of the current management.
  
  However, in the criminal proceedings in which the Written Statements were examined as evidence, the defendant, Toho Pharmaceutical Co., Ltd. (“Toho Pharmaceutical”), consented to the admission of the Written Statements into evidence without contesting their credibility in any way, including on the ground that they were prepared under leading and intimidating interrogation. The representative directors of Toho Pharmaceutical at that time were CEO Edahiro and COO Umada. Moreover, the prosecutor who prepared the Written Statements subsequently became legal counsel to Toho HD. If, as Toho HD claims, a “leading and intimidating interrogation” had in fact been conducted, it would be inconceivable to retain the very prosecutor who conducted such interrogation as legal counsel. This series of explanations by Toho HD, which unreasonably seeks to deny the credibility of the Written Statements, strongly indicates that management made efforts at entrenchment.

In light of these circumstances, we cannot but strongly suspect that the Invoking is being aimed at silencing 3D and entrenching management.

4. The Injunction Against the Invoking Protects the Common Interests of Shareholders

Toho HD has retained advisers and received their advice in connection with the introduction and Invoking of the Poison Pill. Since the introduction and Invoking of the Poison Pill are strongly suspected of being for the purpose of entrenchment, we believe that the advisory fees incurred in connection therewith impair corporate value. We also believe that the loss of discipline and governance resulting from the silencing of shareholders’ voices impairs Toho HD’s corporate value and the common interests of shareholders.

3D will make every effort to enjoin the Invoking, which would cause impairment of corporate value, for the common interests of all shareholders and not merely for its own.

[Reference Materials]

For details of 3D’s arguments in the Petition, please refer to the following materials.

• Summary of the Facts Underpinning the Purpose of Management Entrenchment (Available only in Japanese): https://www.3dipartners.com/engagement/toho-summary-of-facts-jp-202608.pdf
• Dedicated website “Creating Corporate Value at Toho”: https://www.compoundtoho.com/en
• Presentation dated May 28, 2026 “Entrenchment Over Corporate Value: An Examination of Toho Holdings’ Poison Pill”: https://www.3dipartners.com/engagement/toho-presentation-material-en-202605.pdf
• Manga (comic) for individual shareholders “Toho HD’s Current Situation in 5 Minutes” (Available only in Japanese): https://www.3dipartners.com/engagement/toho-manga-jp-202605.pdf

[Contacts]

For any inquiries or comments regarding this matter, please contact us at the email address below.
3D Investment Partners Pte. Ltd.
Email: [e-mail]

Disclaimer

This press release, including annexes, is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax, or other advice.

3D Investment Partners Pte. Ltd. and its affiliates and related persons (“3DIP”) believe that the current market price of Toho HD does not reflect its intrinsic value. 3DIP acquired beneficial and/or economic interests based on its own belief that Toho HD securities have been undervalued and provide an attractive investment opportunity and may in the future beneficially own, and/or have an economic interest in, Toho HD securities. 3DIP intends to review its investments in Toho HD on a continuing basis and, depending upon various factors including, without limitation, Toho HD's financial position and strategic direction, the outcome of any discussions with Toho HD, overall market conditions, other investment opportunities available to 3DIP, and the availability of Toho HD securities at prices that would make the purchase or sale of Toho HD securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including any investment in Toho HD securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.

3DIP provides no representation or warranty, either expressed or implied, in relation to the accuracy, completeness, or reliability of the information contained herein (including content or quotes from news coverage or other third-party public sources (“Third-Party Materials”)), nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss whatsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise whatsoever arising in connection with this press release. 3DIP hereby expressly disclaims any obligation to update or provide additional information regarding the contents of this press release or to correct any inaccuracies in the information contained in this press release.

3DIP disclaims any intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan, a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act with other shareholders, or as receiving any power or permission to represent other shareholders in relation to the exercise of their voting rights, and has no intention to solicit, encourage, induce, or require any person to cause other shareholders to represent such voting rights.

3DIP does not have the intention to make a proposal, directly or through other shareholders of Toho HD, to transfer or abolish the business or assets of Toho HD and/or Toho HD group companies at the general shareholders’ meeting of Toho HD. 3DIP does not have the intention or purpose to engage in any conduct which constricts the continuing and stable implementation of the business of Toho HD and/or Toho HD group companies.

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Please note that this press release organizes, by way of example, only some of the issues regarding Toho HD's consideration or judgment, and 3DIP's assertions are not limited to these. Furthermore, the opinions of 3DIP in this press release do not present a definitive view on Toho HD's consideration or judgment, and do not in any way limit the legal assertions that 3DIP may make.