*Tsuruha makes false and misleading statements throughout its response to Oasis’s proposals, including about its relationship with North Pacific Bank and misrepresenting performance and governance practices
*Oasis believes the Tsuruha Board lacks an independent counterbalance for the family power structure which has presided over an extended period of underperformance
*Oasis urges all shareholders to vote FOR Oasis’s proposals and AGAINST the incumbent outside directors proposed by Tsuruha in order to establish a culture of compliance, accountability, and strong corporate governance at Tsuruha
More information available at www.TsuruhaCorpGov.com
To register for the upcoming Oasis webinar on July 25 to meet our Director candidates, please email info@TsuruhaCorpGov.com
HONG KONG–(BUSINESS WIRE)–Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 12.8% of drugstore operator Tsuruha Holdings Inc. (3391 JT) (“Tsuruha” or the “Company”). Oasis has adopted the Japan FSA’s “Principles of Responsible Ownership” (a/k/a the Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with its investee companies.
In June 2023, Oasis, a long-term shareholder of Tsuruha, announced its “Tsuruha Corp Gov” campaign, pointing out the corporate governance failures at Tsuruha, and asking fellow shareholders to support the corporate governance reforms proposed by Oasis at the upcoming Annual General Meeting (“AGM”), including the nomination of five highly qualified, independent, and diverse director candidates (collectively referred to as our “Proposals”).
The changes proposed by Oasis aim to institute an independent oversight structure at Tsuruha that could improve the company’s corporate governance practices and disclosures, with the goal of enhancing the Company’s corporate value.
Oasis is disappointed that the Company has proposed the re-election of its incumbent Outside Directors, who all have questionable independence and experience not directly relevant for Tsuruha’s strategic direction. Furthermore, these Outside Directors constitute a majority of the advisory Nomination Committee, which is now also opportunistically proposing the appointment of two new Outside Directors to fill all seats on Tsuruha’s Board based on an opaque nomination process.
Misleading and False Statements Point to Failed Independent Oversight
On July 7, the Company announced that it was opposing all of Oasis’s Proposals, without providing a genuine response to the concerns raised by Oasis or a fair evaluation of our independent Outside Director nominees (such as opposing Oasis’s nominees because they don’t have drugstore retail experience, while none of their nominees have any retail experience). Regrettably, the Company also misrepresented Oasis’s statements in connection with our Proposals and referred to them as “misleading and an arbitrary manipulation of impression (image)”. In their attempt to discredit Oasis’s Proposals, Tsuruha’s Board inadvertently made a number of false and misleading statements that have exposed further the weak independent oversight. If these false and misleading statements were intentional, Tsuruha’s governance failures run deeper than Oasis’s analysis, signaling the urgency of shareholders appointing qualified and independent Outsider Directors to properly oversee Tsuruha.
Some of the false and misleading statements, which Oasis has detailed in its updated presentation, include:
Urgent Need for Independent Counter-Balance to Family Control
We believe the disproportionate control in the hands of delegates from the three founding families (Tsuruha, Ogawa, and Murakami) has deteriorated the composition of the wider Board, leading to nepotism in the President role, and allowing the Company to function in siloes, restricting its standalone and non-organic growth opportunities. This has resulted in sustained stakeholder underperformance. Evidenced by the response from the Company to Oasis’s detailed presentation, where rebuttals are unsubstantiated and misleading, it is clear that effective independent oversight is required on the Board of Tsuruha to oversee its strategic direction, oversee management, and ensure appropriate governance practices are in place to maximize stakeholder value.
It is time for all shareholders to act now to improve Tsuruha’s board composition and governance, maximize independent oversight and corporate value, and create a brighter future for Tsuruha and all its stakeholders.
We call for all Tsuruha’s shareholders to vote FOR the series of the corporate governance reforms proposed by Oasis (Proposals #3 through #11), including the nomination of five highly qualified, independent, and diverse director candidates to improve the Company’s corporate governance structure and enhance its corporate value, and to vote AGAINST the Company’s proposed incumbent outside directors (Ms. Harumi Sato and Mr. Takuya Okazaki of Proposal #2).
To learn more about Oasis’s proposals and see the full response to Tsuruha’s latest misleading statements, please visit www.TsuruhaCorpGov.com. We welcome all stakeholders to contact Oasis at info@tsuruhacorpgov.com to help improve Tsuruha’s Corporate Governance.
***
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 of 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 Tsuruha offered by Oasis, the investment manager to funds that are shareholders of Tsuruha (the “Oasis Funds”). The Document is not intended to solicit or seek shareholders’ agreements to jointly exercise any 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.
Contacts
Media
For all inquiries, please contact:
Taylor Hall
media@oasiscm.com
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