TOKYO & HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 16.5% of elevator manufacturer and servicing company Fujitec Co., Ltd. (6406 JT) (“Fujitec” or the “Company”).
On January 20, Fujitec’s Board of Directors released a response to Oasis’s shareholder proposals, including to Oasis’s independent director nominees for the upcoming Extraordinary General Meeting (“EGM”) to take place on February 24. The Fujitec response fails to address any of the important governance concerns raised by Oasis, including questions about the responsibilities of the current independent directors, who supported the appointment of Mr. Uchiyama to a newly-created unelected “Chairman of the Company” position, against the will of the majority of shareholders who had voted against his reelection as director and Chairman of the Board.
Instead, Fujitec’s Board resorted to engaging in disgraceful personal attacks on Oasis’s independent director nominees. This is an unacceptable, and unprecedented, move by a listed company in Japan, and further underscores the serious corporate governance issues that plague Fujitec.
The Oasis nominee director candidates -- who are entirely independent of Oasis -- are committed to improving the Company and its governance. Fujitec’s public defamation further highlights the poor state of governance – and business ethics -- among the Company’s Board of Directors and legal advisors.
Fujitec’s actions are unacceptable, and Fujitec’s Board of Directors must be held accountable. Failure to do so will set a dangerous precedent for governance in Japan, and will discourage future potential independent directors from standing for election and working to improve governance at Japanese companies.
In the coming weeks, Oasis will issue a full refutation and response to Fujitec’s unfounded accusations, personal attacks, and misleading disclosures.
We also invite Fujitec shareholders to meet Oasis’s highly qualified nominee directors by contacting Oasis at firstname.lastname@example.org. It is crucial that minority shareholders are given the opportunity to make an informed decision regarding the items and proposals up for election at the upcoming EGM, and be able to support these efforts to improve governance at the company. We urge Fujitec’s shareholders to take action, and to hold the Board accountable for their actions, both historical as well as these recent ethical lapses and misleading statements.
Full details of Oasis’s proposals are available at www.protectfujitec.com.
We welcome all stakeholders to contact Oasis at email@example.com.
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").
This material is not intended to solicit voting in favor of Oasis’ proposals, to which rules concerning solicitation of proxies applies.
Oasis is not in any way soliciting or requesting shareholders to jointly exercise their voting rights together 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.
Oasis disclaims its intention to be treated as a Joint Holder with other shareholders under the Japanese Financial Instruments and Exchange Act (“FIEA) by virtue of its act to express its view or opinion or other activities to engage in dialogue with other shareholders in or through this Document or any website.
This statement and related materials exclusively represents the opinions, interpretations, and estimates of Oasis in relation to the upcoming EGM. Oasis is expressing those opinions solely in its capacity as an investment advisor to the Oasis Funds.