HONG KONG & TOKYO--(BUSINESS WIRE)--Oasis Management Company Ltd. (“Oasis”) is the manager to funds that own over 9.7% of Fujitec Co. Ltd. (“Fujitec” or the “Company).
On May 29, 2022, Fujitec published its investigation into the inappropriate and conflicted dealings with President Uchiyama raised by Oasis (the “Investigation Report”). Far from absolving President Uchiyama, the Investigation Report highlights the value destructive related-party transactions raised by Oasis and demonstrates President Uchiyama and his entities’ efforts to enrich themselves at the expense of Fujitec stakeholders. Our full response to Fujitec’s Investigation Report, together with questions remaining unanswered, is available on our website at https://protectfujitec.com/oasisresponse.
The independent proxy advisory firms, ISS and Glass Lewis, have both recommended that Fujitec shareholders vote against the reelection of President Uchiyama at the upcoming Fujitec AGM.
ISS, in its June 5 “Proxy Analysis & Benchmark Policy Voting Recommendations” for the Fujitec AGM, acknowledges Oasis’s concerns and recommends that shareholders vote against the reelection of President Uchiyama. The June 5 ISS report states that the “company’s actions to date fall short of shareholder expectations” and that it has concerns “about the depth of the investigation” carried out by Fujitec. ISS points out that “Usually, when a corporate scandal is alleged, the company will set up a third-party investigation committee composed of independent outsiders, and release in-depth investigation results as well as countermeasures to be taken. However, this is not the case here.”
Ultimately, ISS has framed the fundamental issue being brought to shareholders when deciding on their vote as:
“[Shareholders want assurances] not only that no laws were violated, but that related-party transactions were properly vetted by the board (without Uchiyama's involvement) to ensure fairness to the company and to independent shareholders”.
Glass Lewis, in its June 6 Proxy Paper for the Fujitec AGM, opines that:
“It appears a number of these related-party transactions were undertaken primarily, if not solely, for the benefit of Mr. Uchiyama, other members of the Uchiyama family, or entities affiliated with the Uchiyama family… the findings of the investigation do not convincingly address, in our view, whether these transactions were undertaken for the benefit of the Company and its shareholders, or for the benefit of Mr. Uchiyama and the interests of his family and affiliated entities.”
Glass Lewis concludes:
“In our opinion, opposing Mr. Uchiyama's re-election is both warranted and the best means of conveying shareholders' dissatisfaction and concern with respect to these issues.”
Although Oasis is concerned with the legality of the transactions, in the lead up to the Company’s General Meeting, our primary and more pressing concern as a shareholder of Fujitec is to elect directors who are fit to govern Fujitec. Fujitec’s current regime has sought to enrich and entrench the Uchiyama family, personified by President Uchiyama, instead of maximizing shareholder value. The transactions that have come to light, and the Company’s response, are wholly inappropriate.
With ISS’s and Glass Lewis’s independent endorsement of our concerns and their recommendation to vote against the reelection of President Uchiyama, Oasis reaffirms its call to shareholders to vote AGAINST the reelection of President Uchiyama at the upcoming AGM, and to protect Fujitec from further abuses of power by the Uchiyama family.
The risks associated with removing President Uchiyama are minimal. We believe the daily business operations are run by Executive Vice President Okada and the rest of the executive team and would continue to operate without issue in the event that President Uchiyama is dismissed.
We believe that supporting President Uchiyama’s re-appointment will send the wrong message to Fujitec’s stakeholders, as well as the market, that investors tolerate conflicted transactions that misuse corporate assets to benefit certain individuals and do not hold individuals to account that exhibit significant misconduct.
All investors are encouraged to review our detailed materials available at www.protectfujitec.com, which include questions for shareholders to ask the Company.
Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles for Responsible Institutional Investors” (a/k/a Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with our investee companies.
The information contained in this press release (referred to as the "Document") is an information resource for shareholders in Fujitec offered by Oasis, the investment manager to funds that are shareholders of Fujitec (the "Oasis Funds").
The Document is not intended to solicit or seek shareholders' agreements to jointly exercise voting rights with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate share ownership with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Oasis does not intend to be subjected to such notification requirement. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.