Toshiba’s Response to Effissimo’s Proposal Is Misleading and Inadvertently Points to Further Irregularities
- S&P 500, Dow climb for third day and close at records
- Tesla (TSLA) China Numbers 'Robust' - Wedbush
- Apple (AAPL) Shares Seen as 'Attractive' as Recent Checks Show Continuously Strong Demand - Citi
- Investors Poured More Money Into Stocks in Past 5 Months Than Last 12 Years, Says BofA, Analysts Worried About Stretched Valuations
- Amazon.com warehouse workers vote to reject forming union in Alabama
Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
- Toshiba’s response is misleading and lacks factual basis
- Effissimo has addressed the inaccuracies in a point-by-point rebuttal for Toshiba and its shareholders to evaluate
- Toshiba fails to understand the inherent conflict of interest in having elected directors review the very process by which they were elected
- The cost of Toshiba’s efforts to fight an independent review likely exceeds the cost of an independent review itself
- Toshiba claims its review is complete yet it fails to address the existence of up to 1,600 reported ballots that are still unaudited and uncounted.
- Toshiba’s response inadvertently reveals further irregularity by admitting “certain” shareholders were selectively urged to vote online at the 2020 AGM
- Separately, Toshiba continues to ignore Effissimo’s request to correct factual misrepresentations in their response, which are also contained in the Convocation Notice
SINGAPORE--(BUSINESS WIRE)-- Effissimo Capital Management (“Effissimo”) has updated its March 1 Presentation to highlight the factual errors in Toshiba Corporation’s (“Toshiba” or the “Company”) March 4 response. The updated presentation can be found here https://2021egm.com/egmdeck.pdf and our response can be found on pages 78 through 96.
Effissimo’s presentation highlights misstatements of fact contained in Toshiba’s Convocation Notice of the Extraordinary General Meeting of Shareholders dated February 26. Effissimo has asked the Company to correct their response, which is also contained in the Convocation Notice, without response as of today. The summary of factual misstatements by Toshiba is on page 47 of Effissimo’s updated presentation.
Toshiba has failed to provide convincing answers to basic questions regarding the irregularities that have emerged since the 2020 AGM. Effissimo believes the reason for Toshiba’s lack of response is not that the facts are hard to find, but the lack of motivation to uncover them on the part of the Audit Committee.
Toshiba continues to not understand that its Audit Committee is conflicted in this matter. Candidates in an election should not be appointed to investigate the very process by which they were elected, especially if there are irregularities that may have helped secure their election. It is highly relevant that the chair of the Audit Committee was opposed by more than 40 percent of shareholders voting.
Toshiba’s repeated objection that the proposed investigation by three independent investigators will be too costly and distracting is hard to credit in light of the resources it has likely spent on investment banks, law firms, and proxy solicitors at shareholder expense.
Toshiba’s updated March 4 presentation inadvertently admits possible additional irregularities in the conduct of the 2020 AGM. Toshiba states that “Toshiba in fact urged certain shareholders to vote through a voting facilitation vendor as they hadn’t confirmed their votes1” in response to Effissimo’s finding that one management-friendly shareholder had voted online 21 minutes before the vote deadline. Toshiba admits, but does not seem to be sensitive to the impropriety of, having its proxy solicitor selectively encourage and facilitate voting by presumably pro-management shareholders. Is it not the Board’s duty to treat all shareholders equally?
Given its poor governance and compliance track record, Toshiba should be taking all possible efforts to reassure its shareholders that their right to vote is secure. Effissimo invites the Company to publicly endorse Effissimo’s proposal so that shareholders can work hand-in-hand with the Board to back a fair and impartial investigation.
1 Bold and underline added by Effissimo.
* * * * *
VOX Global Japan K.K.
Minoru Koshida / Rie Sugiyama / Ayako Hitomi
TEL: +81-80-2208-9698 / +81-80-2042-2852 / +81-70-3624-3081
Source: Effissimo Capital Management Pte Ltd
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Voluntary Recall of Hostess® SnoBalls® Due to Undeclared Allergen
- C4 Therapeutics Presents Preclinical Data on CFT7455, a Novel IKZF1/3 Degrader for the Treatment of Hematologic Malignancies, at the AACR Annual Meeting 2021
- Mersana Therapeutics Presents Preclinical Data Highlighting Potential of XMT-2056 and XMT-1660 in Three Posters at Virtual 2021 AACR Annual Meeting
Create E-mail Alert Related CategoriesBusiness Wire, Press Releases
Sign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!