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Overview of the Deepening Concerns Regarding Toho HD’s Governance and Takeover Defense Measures

Introduction to the Situation

The ongoing dialogue between 3D Investment Partners Pte. Ltd. ("3D") and Toho Holdings Co., Ltd. ("Toho HD") has raised significant concerns about the corporate governance practices and the legitimacy of the takeover defense measures being employed by Toho HD. 3D has taken a cautious approach by adhering to procedural requirements to avoid escalating tensions unnecessarily, despite believing that the claims made by Toho HD regarding a supposed emergency are unfounded.

Transparency in Communication with Shareholders

To foster transparency, 3D has made a concerted effort to inform its shareholders by publishing presentation materials that elucidate the intentions and background of its share acquisition plan. This includes a detailed explanation of the rationale behind the acquisition, as well as supplementary content aimed at educating shareholders about the proposed steps forward.

legal Considerations and Transparency

In the backdrop of these events is a formal submission made by 3D on January 16, 2026, which outlined a "Large-Scale Purchase Action Explanation Statement" and a set of recommendations directed at enhancing Toho HD’s governance framework. These documents were released to the public to ensure that all stakeholders and shareholders are fully informed about the objectives and processes involved, avoiding any ambiguity that could lead to misunderstandings.

Links to Relevant Documentation

Shareholders are encouraged to review the following documents to gain insights into 3D’s initiatives:

• Explanation Statement and Recommendations
• Presentation on the Share Acquisition

3D stresses the importance of understanding its strategy, which aims not just at increasing shareholdings but at enhancing Toho HD’s corporate value, aligning with the interests of all shareholders.

Purpose and Overview of the Share Acquisition

3D has signaled its intention to further invest in Toho HD, targeting a maximum voting rights threshold of 27.0%. The primary goal of this acquisition is based on investment potential rather than any desire to gain management control. 3D sees significant potential for value creation through improved governance practices, given that Toho HD has previously demonstrated its ability to draw substantial investment returns. However, 3D has also highlighted troubling aspects of Toho HD’s current governance, suggesting that its operational practices have led to significant undervaluation in the market.

Clarifying Acquisition Intentions

The 27.0% cap is strategically set below the 27.17% threshold that Toho HD has cited as granting undue power in decision-making. This demonstrates 3D’s intent to operate within the frameworks established by Toho HD while fostering a collaborative relationship.

Concerns Over Toho HD’s Defensive Measures

Questioning the Validity of Takeover Defense Measures

3D has raised concerns regarding Toho HD’s implementation of takeover defense measures that seemed to be born out of a fabricated emergency. In October 2025, Toho HD acknowledged receiving a draft proposal that limited share acquisition to a maximum of 30%, yet did not engage substantively with this proposal. Instead, it responded with sweeping claims that 3D’s intentions were to gain control.

Allegations of Misrepresentation

3D believes that Toho HD has manipulated information to present a false narrative, misconstruing statements made by 3D and implying aggressive behavior that was not intended. Such mischaracterizations not only mislead shareholders but also undermine the ongoing dialogue essential for corporate governance.

Management Self-Preservation

3D posits that Toho HD’s defensive measures appear to be more about preserving its management’s position rather than securing corporate interests. This warrants scrutiny, and 3D is taking steps to counteract this narrative through clear and transparent communication.

How AI legalese decoder Can Assist in this Situation

In light of complex legal jargon and potential misinterpretations of contractual documents, tools like AI legalese decoder can be crucial in helping stakeholders understand the intricacies of the legal decisions taken by both 3D and Toho HD. By clarifying complex legal language, the AI tool aids shareholders in comprehending their rights and the implications of the takeover defense measures, thus enabling them to make informed decisions based on factual understanding.

Commitment to Shareholder Engagement

3D strongly urges all shareholders to examine the released presentation materials. The objective remains clear: to maximize corporate value through meaningful dialogue while fostering a robust framework for governance. By complying with Toho HD’s procedures while questioning its claims, 3D aims to ensure that corporate value is prioritized above individual management interests.

Conclusion

The situation surrounding 3D and Toho HD unfolds with a significant amount of complex legalese and corporate governance intricacies. With ongoing dialogues and the availability of resources like the AI legalese decoder, shareholders can navigate this landscape more effectively and make well-informed decisions that align with their interests.

This strategic engagement underscores the necessity of maintaining open lines of communication while focusing on the greater objective of enhancing corporate governance and shareholder value in the long run.

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