Toho HD has formally positioned our actions—which are not intended to seize management control —within the scope of the Take Over Defense Measures.
Despite serious doubts as to the appropriateness of doing so, “the Request for Provision of Additional Information” contained numerous questions that selectively excerpted our explanations and appear designed to steer the process toward a predetermined conclusion.
Moreover, as evidenced by the Audit and Supervisory Committee’s recent decision—which excluded judicially recognized public evidence based on arbitrary interpretations—Toho HD exhibits serious governance failures suggestive of “management entrenchment.”
We are deeply concerned that the process under the Take Over Defense Measures is not a fair and impartial review, but rather a “conclusion‑driven” operation aimed at justifying the invocation of countermeasures.
TOKYO–(BUSINESS WIRE)–3D Investment Partners Pte. Ltd. (“3D” or “we”) submitted the Response to “the Request for Provision of Additional Information” from Toho Holdings Co., Ltd. (“Toho HD”) in response to the “the Request to Provide Additional Information” dated February 25, 2026, issued as part of the Take Over Defense Measures process on 18th March, 2026.
Our Response to “the Request for Provision of Additional Information”:
https://www.3dipartners.com/engagement/toho-answer-sheet-en-202603.pdf
With respect to our Response to the “Request for the Provision of Additional Information” under the Take Over Defense Measures, we would like the shareholders of Toho HD to understand the following.
1. It Cannot Fall Within the Scope of the Take Over Defense Measures (an “Artificially Created Emergency Phase”).
As we have repeatedly stated, we do not intend to seize management control of Toho HD, and have consistently acted for the purpose of pure investment and, depending on the circumstances, providing advice to management and making important proposals to management.
This is also evident from the fact that, in addition to having clearly communicated in our letter to Toho HD dated July 11, 2025 that we do not intend to seize management control, we submitted, as of August 8, 2025, a draft written pledge stipulating our commitment that the upper limit of the voting rights ratio of Toho HD shares held by us would be capped at 30%, and that the upper limit on our planning additional acquisitions has been set at 27%, which is below even the veto‑level threshold based on Toho HD’s asserted voting rights exercise ratio.
However, under the Take Over Defense Measures, Toho HD formally defines any purchase activity resulting in a voting rights holding ratio of 24% or more as “Large‑Scale Purchases” and mechanically treats our additional acquisitions as falling within that category. As explained above, our actions—which do not lead to the seizure of management control—cannot, in substance, constitute the “abusive Large‑Scale Purchases” that take over defense measures were originally intended to deter. Accordingly, our actions should not, by their nature, be subject to emergency‑type take over defense measures.
The current process is being advanced in a manner whereby the management of Toho HD has deliberately proceeded without accepting the above‑mentioned written pledge, without engaging in any dialogue such as reviewing its contents, and without disclosing these facts to the shareholders, while arbitrarily creating an “emergency” phase.
Accordingly, there are serious doubts as to the legitimacy of both the adoption and the operation of the Take Over Defense Measures.
2. A “Conclusion‑Driven” Request for the Provision of Additional Information Purporting to Be a Fair Process.
As we stated above, notwithstanding the doubts surrounding the legitimacy of the Take Over Defense Measures, we nevertheless, from the standpoint of acting in good faith, submitted the “Large‑Scale Purchase Action Explanation Statement” in accordance with the process prescribed by Toho HD under the Take Over Defense Measures. In addition, although this is unusual for an investor whose purpose is pure investment, we also prepared and submitted “Specific Recommendations for the Enhancing the Governance Framework”, with the objective of improving the corporate value of Toho HD.
In response, Toho HD made the first request for information to us dated January 23, 2026. However, the majority of the 67 questions therein assumed that we intend to seize management control, and sought a detailed disclosure exceeding that required in a tender offer statement. Furthermore, the first request above contained numerous questions designed to elicit responses suggesting that we harbor an intent to impair corporate value, as well as questions that are inherently unreasonable to pose to a mere shareholder that does not hold management control. Nevertheless, we responded to all of the questions in good faith.
In the second request for information, the purported underlying “emergency” itself was nothing more than an artificially created one and there are serious doubts as to the very validity of such a process. Under such situation, an additional 37 questions as the second request were nevertheless presented to us. Moreover, the request above contained numerous questions that appear designed to create the impression that we intend to seize management control and pursue only our own interests, as well as questions that seem intended to ignore the substance of the explanations we have repeatedly provided to date and, by arbitrarily extracting and evaluating only portions thereof, to steer the process toward a conclusion pre‑determined by Toho HD.
In light of Toho HD’s responses as described above, we cannot help but harbor serious doubts that the requests for the provision of information conducted as part of the Take Over Defense Measures process were intended to refuse constructive dialogue with us, and to collect materials aimed at leading to the conclusion of invoking countermeasures. Nevertheless, we responded to all of the questions in good faith.
3. The True Purpose Behind the Introduction of the Take Over Defense Measures (Suspicions of “Management Entrenchment”).
At the outset, the Take Over Defense Measures were introduced approximately two months after we shared with Toho HD written statements suggesting the involvement of the current management in past order coordination. In light of such circumstances surrounding their introduction and the relevant timeline, we cannot help but harbor serious doubts that the Take Over Defense Measures were introduced not for the purpose of enhancing corporate value or securing the common interests of shareholders, but rather for the purpose of so‑called “management entrenchment.”
4. A Decision‑Making Structure Suggestive of “Management Entrenchment,” as Reflected in the Audit and Supervisory Committee’s Decision‑Making Process.
Moreover, as we have also explained in our press release dated March 16, 2026, the decision‑making process employed by Toho HD’s Audit and Supervisory Committee with respect to the recent Request for the Lawsuit was such as to strongly give rise to concerns that the Audit and Supervisory Committee may be complicit in decision‑making that prioritizes the “entrenchment” of the current directors.
The written statements constituted public evidence bearing the signatures and seals of the persons making the statements and the public prosecutor, and have been admitted in court, and whose validity Toho Pharmaceutical itself has treated as a given[1]. The Audit and Supervisory Committee, relying on ex post interviews with the persons making the statements and entries in the personal schedule books submitted by them, assessed that there were “suspicions that the written statements were prepared under leading and coercive interrogation,” denied their credibility, and on that basis reached the conclusion that no breach of the duty of care could be found.
However, such an assessment would readily overturn the credibility of public evidence whose validity had previously been taken as a given, based merely on subsequent explanations provided by the persons making the statements or related parties. At a minimum, this is extremely unnatural when viewed in light of the ordinary framework of evidentiary evaluation, and it must be said that there are serious doubts as to its reasonableness.
In addition, the core of this decision‑making process—namely, the substance and the grounds of the assessment on which the credibility of the written statements was denied—were not included in the materials disclosed to shareholders on the same day. This, too, makes it difficult for shareholders to appropriately assess the reasonableness of the decision, and we understand that it involves serious issues with respect to the manner of disclosure.
We perceive that Toho HD, in this manner, has avoided directly confronting the clear evidence, which are the written statements, and has thereby sought to evade the accountability that should properly be pursued, while at the same time presenting to shareholders the mere appearance as if sufficient consideration and responses had been undertaken. We understand that Toho HD’s “retreat into formalism” and “culture of concealment,” whereby facts inconvenient to them are kept away from shareholders and papered over through purely formalistic measures, have once again been laid bare by the Audit and Supervisory Committee’s handling of this matter.
5. A Request to the Shareholders.
Based on the series of exchanges in the course of the Take Over Defense Measures process, as well as the recent unreasonable decision‑making process and disclosure policy implemented by the Audit and Supervisory Committee, we are gravely concerned that the governance failures at Toho HD are more serious than we initially anticipated, and that there are also serious doubts as to the sincerity of the information disclosure to shareholders.
We respectfully request that the shareholders refrain from relying solely on Toho HD’s unilateral assessments or explanations, and instead directly review the original text of the Response to the “Request for the Provision of Additional Information,” as well as each of the materials listed in the appended [List of Materials Disclosed by Us Since Toho HD’s Adoption of the Take Over Defense Measures], in order to gain an accurate understanding of our true intentions and the essence of the issues at hand.
In addition, should you have any questions or require further clarification regarding the foregoing, please do not hesitate to contact us at the email address set forth below.
[Contacts]
3D Investment Partners Pte. Ltd.
Email: [email protected]
[Materials Disclosed by 3D at This Time]
-
On March 18, 2026 the Response to the “Request for the Provision of Additional Information”
https://www.3dipartners.com/engagement/toho-answer-sheet-en-202603.pdf
[List of Materials Disclosed by 3D Since the Introduction of Toho HD’s Takeover Defense Measures]
-
On March 16, 2026 “Information Concerning the Audit and Supervisory Committee of Toho HD’s Decision Not to File a Lawsuit Against Current and Former Directors”
https://www.3dipartners.com/engagement/toho-presentation-material-en-202603.pdf -
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 -
On January 19, 2026 “the Explanation Statement and Specific Recommendations for the 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
[1] Written statements prepared by public prosecutors could be admitted as evidence upon consent (Article 326, paragraph (1) of the Code of Criminal Procedure). In this case, because the Judgment contains no indication that there was any dispute regarding the admissibility of evidence, it is highly likely that Toho Pharmaceutical consented to the admission of the written statements. Even if the written statements were admitted as evidence despite a lack of consent by Toho Pharmaceutical, this would mean that the Judge who rendered the judgment at the time determined that the written statements were sufficiently reliable such that no credibility assessment through cross‑examination or similar procedures was required. In either scenario, this directly contradicts the view taken by the Audit and Supervisory Committee.
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 belief 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 any 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 as 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 the 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.
This press release sets out, by way of illustration, certain issues concerning Toho HD’s considerations and decisions, and the views of 3DIP are not limited to those described herein. In addition, the opinions expressed by 3DIP in this press release do not constitute definitive conclusions regarding Toho HD’s considerations or decisions, nor do they limit in any way the legal claims or arguments that 3DIP may assert.
Contacts
KRIK (PR Agent)
Koshida: +81-70-8793-3990
Sugiyama: +81-70-8793-3989
