Glass Lewis Endorses Toshiba Shareholders Vote FOR Farallon Proposal | Small business & Finance

Farallon stated: “Glass Lewis’s report definitively supports our view that Toshiba modified its funds coverage in November 2020 and shareholders ought to insist on accountability at Toshiba. In the absence of reliability and believe in, Toshiba’s stock selling price will continue to flounder. Glass Lewis joins Institutional Shareholder Services Inc. (“ISS”) in noting this lack of rely on and credibility and in highlighting the Company’s poor performance.”

In its report, Glass Lewis observed that “Farallon’s situation right here is effectively-rounded” and is “comprehensive and analytically persuasive.” Glass Lewis concluded: 1

• “[T]he Company’s shifting illustration of central factors of the TNP demonstrates a troubling absence of regularity and candor at a firm whose legacy failings and tenuous recovery desire unambiguous transparency and crystal clear conversation with buyers.”

• “Toshiba management and the board in essence courted controversy in late 2020 by shifting tone and presentation, foremost to in depth general public commentary, and, eventually, the current resolution from Farallon.”

• “Farallon pretty and correctly highlights that Toshiba’s revamped oversight workforce — completely different from the failings of prior boards — has mainly foundered, foremost to subpar shareholder returns and a depressed valuation, neither of which we would anticipate to make improvements to to the extent there is ambiguity all-around the Company’s strategic and fiscal way.”

• “In terms of prospective restrictions on cash overall flexibility, we consider the board’s response to Farallon’s proposal stretches credulity and departs from a reasonable reading through of the textual content.”

• “[T]he ask for here is customized to be adequately flexible, circumstantially proportionate and not unduly burdensome for a board and management workforce working on a somewhat thin and questionably validated mandate.”

• “Toshiba’s personal discussion of the shareholder resolution just about fully abandons countervailing quantitative rebuttal in favor of dissecting — and arguably misrepresenting — the mechanics of Farallon’s ask for and summarizing broader TNP objectives.”

• “[W]e feel it would be deeply deceptive to suggest the bulk of the board, which includes a closely opposed CEO, successfully secured the assurance of traders.”

• There is an “urgent need to have to deal with the deteriorating rely on of [Toshiba’s] shareholder foundation.”
• “Given Toshiba’s extended very poor general performance and the different controversies that have plagued the firm in current a long time, there is a realistic basis for Farallon’s skepticism.”

Farallon even more mentioned: “We firmly think that increased shareholder oversight is needed to be certain greater reliability at Toshiba and in the end to aid the Enterprise build greater worth for shareholders. We strongly urge our fellow shareholders to assistance our EGM proposal.”

Farallon Money Management, L.L.C., is a worldwide financial commitment business founded in 1986 and registered as an investment advisor with the United States Securities and Trade Fee because 1990. Farallon seeks investments throughout asset courses and all around the earth by a method of bottom-up essential investigate and evaluation emphasizing money preservation. Much more information and facts on Farallon is obtainable at www.faralloncapital.com.

This push release is for common info reasons only and is not finish. Less than no circumstances is this supposed to be, nor ought to it be construed as an offer you, invitation, promoting of expert services or goods, advertisement, inducement or representation of any type, nor as expenditure suggestions or a recommendation to purchase or promote any investment items or make any type of expenditure in securities. This press release should really not be construed as legal, tax, financial investment, economic or other assistance. Additionally, this push launch ought to not be construed as an supply to buy any expenditure in any fund or account managed by Farallon Cash Management L.L.C. or any of its affiliates or reps (collectively, “Farallon”).

This press release need to not be construed as soliciting any other Toshiba shareholder to authorize Farallon or any third celebration to training voting legal rights on such shareholder’s behalf with respect to any matter proposed to be offered to shareholders as indicated in the Convocation See of the Incredible Standard Conference of Shareholders. This push launch, and the presentation referenced herein, is not meant and should not be viewed as to solicit, motivate, induce or request for Toshiba shareholders to authorize Farallon or any other 3rd party as their proxy in working out their voting legal rights on their behalf. Farallon is not soliciting or requesting other shareholders of Toshiba to jointly exercise their shareholders’ rights with Farallon (which includes, but not restricted to, voting legal rights). Farallon declares that it does not intend to be handled or considered a “joint holder” ( kyo-do hoyu-sha ) underneath the Japanese Monetary Instruments and Trade Act or a “related person” ( kankei-sha ) underneath the International Exchange and International Trade Act with other Toshiba shareholders.

This press release is made out there completely by Farallon and not by or on behalf of Toshiba or its affiliates or subsidiaries or any other individual. Farallon is not an affiliate of Toshiba and neither Farallon nor its principals or reps are licensed to disseminate any facts for or on behalf of Toshiba, and nor does Farallon purport to do so.

1 Permission to estimate from the Glass Lewis or ISS reports was neither sought nor received.

2 Authorization to quote from the ISS or Glass Lewis experiences was neither sought nor received.

Junko Morinaga / Mizuha Matsuka / Shinichiro Ibuski

Dan Zacchei / Joe Germani

Steve Bruce / Taylor Ingraham

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Supply: Farallon Capital Management, L.L.C.

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PUB: 03/04/2021 09:46 PM/DISC: 03/04/2021 09:46 PM