Additionally, the Letter Addressed to the Nomination and Compensation Committee (Requesting an Appropriate and Transparent CEO Nomination Process) Has been Disclosed.
TOKYO–(BUSINESS WIRE)–3D Investment Partners Pte. Ltd. (“we”) today submitted its written response to the “Notice on Request to Provide Information on Large-Scale Purchases of Share Certificates, Etc.” which it received from Toho Holdings Co., Ltd. (“Toho HD”) on January 23, 2026.
In addition, on January 29, 2026, as we sent a letter to Toho HD’s Nomination and Compensation Committee and outside directors regarding the next CEO nomination process, we hereby publish these materials.
We respectfully urge that the shareholders of Toho HD understand the following key points regarding our written response.
1. Not Subject to the Takeover Defense Measures (An Artificially Created “Emergency Phase”)
We have consistently maintained that our purpose is not to obtain control of Toho HD’s management, but pure investment, and, where appropriate, to give advice or make important proposals to management.
As evidence, in a letter addressed to Toho HD dated July 11, 2025, we explicitly stated that we did not intend to acquire management control. Furthermore, on August 8, 2025, we submitted draft written pledge stating that the “voting rights ratio would be capped at 30%.” For the recent additional acquisition, we also set an upper limit at 27%, which is below even the so‑called veto threshold asserted by Toho HD based on its claimed execution ratio of voting rights.
Toho HD, in its takeover defense measures, formally defines any acquisition resulting in a voting rights ratio of 24% or higher as a “Large-Scale Purchase” and therefore mechanically treats our additional purchases as “Large-Scale Purchases.” However, in the first place, our conduct, which could never lead to acquisition of management control as mentioned above, cannot substantively constitute “abusive Large-Scale Purchases” which takeover defense measures by their nature are designed to deter. Consequently, our acquisition should not be a target of any emergency-type takeover defense measures.
The current process is based on an “artificially created emergency phase” by Toho HD’s management, which intentionally refused to receive the above‑mentioned written pledge, avoided any dialogue or confirmation of the contents of the draft thereof, and concealed these facts from shareholders. We strongly object to the legitimacy of such actions.
2. Concerns Regarding a Pre-Determined Conclusion Embedded in a “Structural Dilemma”
Toho HD posed 67 questions, most of which presupposed an intent to “seize management control” and demanded a level of detail exceeding what is required in a tender offer registration statement. We also observe some leading questions that appeared intended to elicit our answers suggesting as if we have an intention to impair corporate value.
Under such circumstances, if we were to respond with detailed plans, Toho HD could arbitrarily interpret this as “evidence of intent to seize management control.” If we refrained from providing the details, Toho HD could delay the process by claiming “insufficient information.” This embedded “structural dilemma” – an unfair process built for a pre‑determined conclusion – is a matter of deep concern to us.
Since we do not intend to seize management control even after the additional acquisition, we naturally do not possess any specific post-acquisition management policies. As stated in the “Specific Recommendations for Establishment of a Governance Framework” submitted upon Toho HD’s request, the specific management plans should be autonomously determined by management, including the Board of Directors, once appropriate governance infrastructure is established. It is therefore unreasonable to demand that we, as a non‑controlling shareholder, present detailed management measures that should properly be developed by Toho HD’s management.
Ironically, the very fact that such unreasonable questions have been posed at this stage is itself the clearest evidence that we do not have any controlling influence over Toho HD’s management decision-making.
3. Request to the Independent Committee and the Board of Directors
Despite the unfair processes, we have responded sincerely and with utmost care to ensure transparency for shareholders.
We strongly urge Toho HD’s Independent Committee and Board of Directors not to assist management in protecting its own interests, but instead to fairly and objectively review our responses in accordance with their duties of care and loyalty.
4. Request to Shareholders
We respectfully ask shareholders to directly review the original text of the written response and the materials listed in “List of Materials Disclosed by 3D Since the Introduction of Toho HD’s Takeover Defense Measures” at the end of this release which we have disclosed, rather than relying solely on Toho HD’s unilateral interpretations or presentations, in order to understand our genuine intent.
If you have any questions, please contact us at:
3D Investment Partners Pte. Ltd.
Email: [email protected]
5. Request to the Nomination and Compensation Committee for Meetings
On January 29, 2026, we sent a letter to the Nomination and Compensation Committee, requesting the proper implementation of the next CEO nomination process—based on the Corporate Governance Code and other relevant guidelines—as well as transparent disclosure to shareholders. At the same time, we requested meetings in order to engage in constructive dialogue aimed at restoring sound governance. For further details, please refer to the document links provided at the end of this release.
[Materials Disclosed by 3D at This Time]
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On February 3, 2026 “Response to the “Request for the Provision of Necessary Information”
https://www.3dipartners.com/engagement/toho-answer-sheet-en-202602.pdf -
On January 29, 2026 “The Letter Regarding the next CEO Nomination Process”
https://www.3dipartners.com/engagement/letter-to-tohos-nomination-committee-and-outside-directors-en-202602.pdf
[List of Materials Disclosed by 3D Since the Introduction of Toho HD’s Takeover Defense Measures]
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On January 19, 2026 “the Explanation Statement and Specific Recommendations for Enhancing the Governance Framework”
https://www.3dipartners.com/wp-content/uploads/toho-documentation-en-202601.pdf -
On January 19, 2026 “Explanatory Materials Regarding Our Additional Acquisition of Toho HD Shares”
https://www.3dipartners.com/wp-content/uploads/toho-presentation-material-en-202601.pdf -
On December 15, 2025 “Summary of the purpose of the demand for filing an action and legal issues to ensure the effectiveness of the investigation by the third-party committee”
https://www.3dipartners.com/wp-content/uploads/toho-open-letter-demand-lawsuit-en-202512.pdf -
On December 3, 2025 “Final Request for the Establishment of a Third-Party Committee Based on the New Facts Set Forth in the Written Statements to Prosecutors”
https://www.3dipartners.com/wp-content/uploads/toho-open-letter-to-outside-director-en-202512.pdf -
On December 3, 2025 “The Pathologies Undermining Toho HD’s Corporate Value”
https://www.3dipartners.com/wp-content/uploads/toho-presentation-material-en-202512.pdf
Disclaimer
This press release, including annexes is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax or other advice.
3D Investment Partners Pte. Ltd. and its affiliates and related persons (“3DIP”) believe that the current market price of Toho HD does not reflect its intrinsic value. 3DIP acquired beneficial and/or economic interests based on its own idea that Toho HD securities have been undervalued and provide an attractive investment opportunity and may in the future beneficially own, and/or have an economic interest in, Toho HD securities. 3DIP intends to review its investments in Toho HD on a continuing basis and, depending upon various factors including, without limitation, Toho HD’s financial position and strategic direction, the outcome of any discussions with Toho HD, overall market conditions, other investment opportunities available to 3DIP, and the availability of Toho HD securities at prices that would make the purchase or sale of Toho HD securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including the investment in Toho HD securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.
3DIP provides no representation or warranty, either expressed or implied, in relation to the accuracy, completeness, or reliability of the information contained herein (including content or quotes from news coverage or other third-party public sources (“Third-Party Materials”)), nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss whatsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise whatsoever arising in connection with this press release. 3DIP hereby expressly disclaims any obligation to update or provide additional information regarding the contents of this press release or to correct any inaccuracies in the information contained in this press release.
3DIP disclaims any intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan, a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act with other shareholders, or receiving any power or permission to represent other shareholders in relation to the exercise of their voting rights, and has no intention to solicit, encourage, induce or require any person to cause other shareholders to represent such voting rights.
3DIP does not have the intention to make a proposal, directly or through other shareholders of Toho HD, to transfer or abolish the business or assets of Toho HD and/or Toho HD group companies at the general shareholders meeting of Toho HD. 3DIP does not have the intention or purpose to engage in any conduct which constricts the continuing and stable implementation of business of Toho HD and/or Toho HD group companies.
This press release may include Third-Party Materials. Permission to quote from Third-Party Materials in this press release may neither have been sought nor obtained. The content of the Third-Party Materials has not been independently verified by 3DIP and does not necessarily represent the views of 3DIP. The authors and/or publishers of the Third-Party Materials are independent of, and may have different views to 3DIP. Quoting Third-Party Materials in this press release does not imply that 3DIP endorses or concurs with any part of the content of the Third-Party Materials or that any of the authors or publishers of the Third-Party Materials endorses or concurs with any views which have been expressed by 3DIP on the relevant subject matter. The Third-Party Materials may not be representative of all relevant news coverage or views expressed by other third parties on the stated issues.
In respect of information that has been prepared by 3DIP (and not otherwise attributed to any other party) and which appears in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated.
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