Yamauchi No.10 Family Office
Hirowaka Murakami, Chief Investment Officer
March 8, 2023
Our Promise of Transparency
Fellow Toyo Shareholders,
The Yamauchi-No.10 Family Office ("YFO") understands the importance of Toyo’s mission, as one of the three largest marine construction companies, in providing solutions for various societal [risks/problems]. This includes Toyo’s construction of high-quality infrastructure and natural disaster recovery work. We invested in Toyo because of its great potential, and we believe that we can unlock Toyo’s this potential to achieve further business growth. YFO explained in detail how its proposals for maximizing corporate and shareholder value represent a superior alternative to Infroneer’s proposed take-private offer over more than 40 hours of discussions with Toyo’s management on more than 20 occasions.
Unfortunately, Toyo’s Board refused to seriously consider any alternative proposals, including YFO’s proposal, over 270+ days . Moreover, Toyo’s Board failed to make appropriate disclosures about the process and their response to our bid. Toyo’s governance is broken; Toyo’s current Board members are failing to fulfill their most basic responsibilities to Toyo’s shareholders. For these reasons, YFO has proposed a new governance system to rebuild, improve and spur much-needed growth at Toyo, including by reforming the ineffective Board.
Toyo’s shareholders need accurate information, which Toyo has not provided, so we feel it is incumbent on us to provide this information so shareholders can make informed decisions with respect to the future of their company. As such, YFO will provide detailed information on our views as an investment operator, our proposed growth strategy for Toyo, the truth about our discussions with Toyo, and Toyo’s governance failings.
In this series of materials, we will disclose a wide range of important points, including facts that have not yet been made public and details of our future plans. In order to make this information easy to digest for Toyo’s shareholders, investors, employees, and other stakeholders, we will release the information in a series. Today, as the first installment of the series, we have made public the content below.
Rebuild Toyo – Toward Rebuilding Toyo’s Governance
Released today, March 1, 2023
"0. Introduction"
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- To all shareholders and investors of Toyo
- To all employees and stakeholders of Toyo
- YFO's investment philosophy
- YFO's investment approach
- Our thoughts on engagement investments in Japanese companies
- Our policy for engagement investments in Japanese companies
"1. Background of our Proposed Acquisition of Toyo"
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- Purpose of YFO’s investment in Toyo
- YFO's sincere engagement with Toyo
- Measures to improve corporate value - Toyo's unique management challenges
- Measures to improve corporate value – Addressing Toyo’s management issues (1)
- Measures to improve corporate value – Addressing Toyo’s management issues (2)
- Measures to improve corporate value – Addressing Toyo’s management issues (3)
- Measures to improve corporate value – Calculation of the quantitative impact on corporate value
- YFO’s proposal to acquire Toyo Construction, contributing to maximization of shareholder value
- YFO’s proposal of a framework that respects maritime civil engineering business stakeholders
- YFO proposal that appropriately addresses the interests of all stakeholders
- Conclusion
In addition, we will publish an archive of past correspondence between YFO and Toyo so that shareholders and investors can objectively confirm the claims of both parties.
After reading these materials, we think our fellow shareholders will understand why the Toyo board needs immediate refreshment.
We look forward to continuing to engage Toyo stakeholders ahead of the June 2023 annual meeting.
Sincerely,
Hirowaka Murakami, Chief Investment Officer