CORRECTING and REPLACING Glass Lewis Recommends Toshiba Shareholders Vote FOR Farallon Proposal

·5 min read

Glass Lewis Cites Toshiba’s Shifting Message around Capital Allocation Policy and Disingenuous Arguments

Glass Lewis Notes Subpar Returns Will Not Improve Until Toshiba Rebuilds Credibility

Farallon Urges Fellow Toshiba Shareholders to Vote for Its EGM Proposal

First paragraph, first sentence of release dated March 4, 2021, should read "...has recommended that shareholders of Toshiba Corporation..." (instead of "...has recommended that Toshiba Corporation...")

The updated release reads:

GLASS LEWIS RECOMMENDS TOSHIBA SHAREHOLDERS VOTE FOR FARALLON PROPOSAL

Glass Lewis Cites Toshiba’s Shifting Message around Capital Allocation Policy and Disingenuous Arguments

Glass Lewis Notes Subpar Returns Will Not Improve Until Toshiba Rebuilds Credibility

Farallon Urges Fellow Toshiba Shareholders to Vote for Its EGM Proposal

Farallon Capital Management, L.L.C. ("Farallon") today announced that Glass, Lewis & Co., LLC ("Glass Lewis"), a leading proxy advisory firm, has recommended that shareholders of Toshiba Corporation ("Toshiba" or the "Company") (6502.T) vote FOR Farallon’s capital allocation proposal at the extraordinary general meeting of shareholders ("EGM"), which is scheduled to be held on March 18, 2021.

Farallon stated: "Glass Lewis’s report definitively supports our view that Toshiba modified its capital policy in November 2020 and shareholders should insist on accountability at Toshiba. In the absence of credibility and trust, Toshiba’s stock price will continue to flounder. Glass Lewis joins Institutional Shareholder Services Inc. ("ISS") in noting this lack of trust and credibility and in highlighting the Company’s poor performance."

In its report, Glass Lewis noted that "Farallon's case here is well-rounded" and is "comprehensive and analytically persuasive." Glass Lewis concluded:1

  • "[T]he Company's shifting representation of central aspects of the TNP demonstrates a troubling lack of consistency and candor at a firm whose legacy failings and tenuous recovery demand unambiguous transparency and clear communication with investors."

  • "Toshiba management and the board essentially courted controversy in late 2020 by shifting tone and presentation, leading to extensive public commentary, and, ultimately, the current resolution from Farallon."

  • "Farallon fairly and effectively highlights that Toshiba's revamped oversight team — entirely separate from the failings of prior boards — has largely foundered, leading to subpar shareholder returns and a depressed valuation, neither of which we would expect to improve to the extent there is ambiguity around the Company's strategic and financial direction."

  • "In terms of prospective restrictions on capital flexibility, we believe the board's response to Farallon's proposal stretches credulity and departs from a reasonable reading of the text."

  • "[T]he request here is tailored to be sufficiently flexible, circumstantially proportionate and not unduly burdensome for a board and management team operating on a relatively thin and questionably validated mandate."

  • "Toshiba's own discussion of the shareholder resolution almost entirely abandons countervailing quantitative rebuttal in favor of dissecting — and arguably misrepresenting — the mechanics of Farallon's request and summarizing broader TNP objectives."

  • "[W]e believe it would be deeply misleading to suggest the bulk of the board, including a heavily opposed CEO, effectively secured the confidence of investors."

Previously, ISS noted:2

  • There is an "urgent need to address the deteriorating trust of [Toshiba’s] shareholder base."

  • "Given Toshiba's prolonged poor performance and the various controversies that have plagued the company in recent years, there is a reasonable basis for Farallon's skepticism."

Farallon further stated: "We firmly believe that increased shareholder oversight is necessary to ensure greater credibility at Toshiba and ultimately to help the Company create increased value for shareholders. We strongly urge our fellow shareholders to support our EGM proposal."

More information can be found here: https://farallonmaterials.com/.

About Farallon

Farallon Capital Management, L.L.C., is a global investment firm founded in 1986 and registered as an investment advisor with the United States Securities and Exchange Commission since 1990. Farallon seeks investments across asset classes and around the world through a process of bottom-up fundamental research and analysis emphasizing capital preservation. More information on Farallon is available at www.faralloncapital.com.

Disclaimer

This press release is for general information purposes only and is not complete. Under no circumstances is this intended to be, nor should it be construed as an offer, invitation, marketing of services or products, advertisement, inducement or representation of any kind, nor as investment advice or a recommendation to buy or sell any investment products or make any type of investment in securities. This press release should not be construed as legal, tax, investment, financial or other advice. Additionally, this press release should not be construed as an offer to buy any investment in any fund or account managed by Farallon Capital Management L.L.C. or any of its affiliates or representatives (collectively, "Farallon").

This press release should not be construed as soliciting any other Toshiba shareholder to authorize Farallon or any third party to exercise voting rights on such shareholder's behalf with respect to any matter proposed to be presented to shareholders as indicated in the Convocation Notice of the Extraordinary General Meeting of Shareholders. This press release, and the presentation referenced herein, is not intended and should not be considered to solicit, encourage, induce or seek for Toshiba shareholders to authorize Farallon or any other third party as their proxy in exercising their voting rights on their behalf. Farallon is not soliciting or requesting other shareholders of Toshiba to jointly exercise their shareholders' rights with Farallon (including, but not limited to, voting rights). Farallon declares that it does not intend to be treated or deemed a "joint holder" (kyo-do hoyu-sha) under the Japanese Financial Instruments and Exchange Act or a "related person" (kankei-sha) under the Foreign Exchange and Foreign Trade Act with other Toshiba shareholders.

This press release is made available exclusively by Farallon and not by or on behalf of Toshiba or its affiliates or subsidiaries or any other person. Farallon is not an affiliate of Toshiba and neither Farallon nor its principals or representatives are authorized to disseminate any information for or on behalf of Toshiba, and nor does Farallon purport to do so.

1 Permission to quote from the Glass Lewis or ISS reports was neither sought nor obtained.
2 Permission to quote from the ISS or Glass Lewis reports was neither sought nor obtained.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210304006191/en/

Contacts

Media Contacts
In Japan
SIGNAL, Inc.
Junko Morinaga / Mizuha Matsuka / Shinichiro Ibuski
farallon-pr@vectorinc.co.jp

In the U.S.
Sloane & Company
Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com

ASC Advisors
Steve Bruce / Taylor Ingraham
sbruce@ascadvisors.com / tingraham@ascadvisors.com