Reporting on Toyo Construction (Securities Code: 1890)

The Existence of a Secret Agreement 

Media outlets reported today that they have obtained evidence of a secret agreement whereby Toyo Construction (“Toyo”) board members and Infroneer Holdings Inc. (“Infroneer HD”) agreed at the time of Infroneer HD’s tender offer to appoint certain of Toyo’s board members as Infroneer HD board members following the tender offer. This secret agreement was not disclosed to the public. 

We are aware that this secret agreement existed and that certain of Toyo’s board members who entered into it also led the support of Infroneer HD’s tender offer. Further, regrettably, the same board members also led the decision to reject our counterbid, a financially superior proposal, without sincerely reviewing it. 

The defects in Toyo’s governance, which is led by board members who have tried to conceal the above facts from shareholders, cannot be overlooked. In order to protect the interests above all else of Toyo itself and its shareholders, we will work diligently and tirelessly to endeavor to remedy Toyo’s governance and improve its corporate and shareholder value. We will do so by taking the measures described in our new policies announced on January 23, 2023 and subsequent press releases. 

For further information, please contact:
Public Relations Department 
PR Agent: Vox Global Japan Co., Ltd. 
Tel: +81-3-6204-4337 Tanabe/Kuhara
Email: yfo.inquiry@voxglobalasia.com 

Shareholder Contact: Innisfree M&A Incorporated 
Tel: +1-412-232-3651 (Shareholder Contact - English)
Tel: +44-7506-004-047, +1-212-750-5833  (Financial Institutions and Institutional Investor Contact - English)