Oasis Key Messages for Tokyo Dome Shareholders Regarding the EGM on December 17, 2020
*Shareholders must take action at the EGM to create A Better Tokyo Dome
* Shareholders should vote FOR Oasis’s shareholder proposals by circling FOR (“賛”) on the proxy form
*Shareholders must vote FOR Oasis’s proposals to stop further declines in corporate value
*The time for change and A Better Tokyo Dome is NOW
HONG KONG & TOKYO–(BUSINESS WIRE)–
Oasis Management Company Ltd. (“Oasis”) is the manager to funds that are the largest shareholder of Tokyo Dome Corporation (9681 JT) (“Tokyo Dome” or the “Company”). Oasis has adopted the Japan FSA’s “Principles of Responsible Ownership” (a/k/a the Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with its investee companies.
Tokyo Dome was once the leading stadium in Japan. However, today that is simply no longer true. Tokyo Dome has not taken steps to improve the fan experience for over 30 years. Tokyo Dome has not increased its revenue or earnings for over 10 years. But shareholders can act today to change that, and create A Better Tokyo Dome.
On November 10, Tokyo Dome published a statement and held a press conference regarding the upcoming Extraordinary General Meeting of Shareholders (“EGM”). We believe this press conference further underscores Oasis’s concerns. Oasis has sought a meaningful dialogue with Tokyo Dome since 2018, and, as the largest shareholder, submitted a detailed presentation with business improvement plans. Instead of working to create A Better Tokyo Dome, 11 months after our presentation, they have held a press conference to announce that they still do not have a definitive plan for digital signage and other improvement plans suggested by Oasis.
Tokyo Dome also said in their statement that they would like Messrs. Mori and Akiyama to continue serving in their posts as independent external directors.
They say that Messrs. Mori and Akiyama have been doing good jobs and that they qualify as independent external directors according to the Company’s “Standards for Qualification of Independent External Directors”. They may technically qualify as independent directors by their own definitions, but only because their Standards for Qualification of Independent External Directors lack a standard to deny qualification based on lengthy tenure. The Japan Association of Corporate Directors set a tenure limit in 2015 of 8 years for independent external directors, and suggests that as best practice a company should disqualify an independent external director who has served in his/her such capacity for more than 8 years.
Mr. Akiyama has served for over 17.5 years and Mr. Mori for over 15.5 years as an independent external director. They have not managed to make necessary changes at the Company over the last 15.5+ years. There is no reason to believe they would now. These lengthy tenures are inconsistent with the best practices for corporate governance in Japan:
Under Japan’s Stewardship Code, it is our duty as shareholders to hold management accountable and to engage with Tokyo Dome in order to improve. Now is the moment to act to help change Tokyo Dome’s fate. We must speak up and VOTE to help save Tokyo Dome.
- Please DO support Oasis’s three shareholder proposals to dismiss the President/ Director and two other directors by circling FOR (“賛” in Japanese) printed on the proxy form for each of the three shareholder proposals and send the completed proxy form to the Company. (NOTE: If the proxy form has different instructions on how to exercise your voting rights, please follow the relevant voting instructions to indicate your support for the three Oasis shareholder proposals. If you vote via internet or your smartphone, please follow the on-screen instructions to vote in favor of the three shareholder proposals.)
- Please DON’T return the proxy form in blank to the Company, as it will be counted as a vote in support of the Company’s proposals to reject the shareholder proposals.
Oasis urges all Tokyo Dome shareholders to join Oasis in the first step for creating a Better Tokyo Dome:
VOTE AT THE EGM TO SUPPORT OASIS’S PROPOSALS TO
DISMISS PRESIDENT NAGAOKA, DIRECTOR MORI & DIRECTOR AKIYAMA.
Tokyo Dome is at a turning point. The Company needs new management who can carry out the business improvement plans in a timely manner. The Company also needs external directors who can fulfill their oversight responsibilities of new management with fresh eyes. Removing these directors is the first step toward building a Better Tokyo Dome.
We look forward to working with all shareholders and stakeholders to create a Better Tokyo Dome, and to turning Tokyo Dome into the world’s leading sporting and entertainment venue.
We encourage all shareholders to contact us with any questions at: [email protected].
Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles of Responsible Institutional Investors” (a/k/a Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with our investee companies.
Oasis Management Company Ltd. (“Oasis”) is the investment manager of private funds (the “Oasis Funds”) that own shares in Tokyo Dome. Oasis has created this communication and a Website – www.abettertokyodome.com – to enable fellow shareholders to carefully monitor how sincerely the board of directors and management of Tokyo Dome address our concerns, listen to shareholders’ views and endeavor to increase the value of Tokyo Dome shares in the best interest of all shareholders.
Oasis is not and should not be regarded or deemed in any way whatsoever to be (i) soliciting or requesting other shareholders of Tokyo Dome to exercise their shareholders’ rights (including, but not limited to, voting rights) jointly or together with Oasis, (ii) making an offer, a solicitation of an offer, or any advice, invitation or inducement to enter into or conclude any transaction or (iii) any advice, invitation or inducement to take or refrain from taking any other course of action (whether on the terms shown therein or otherwise). Further, this communication and the Website do not purport to recommend the purchase or sale of any security nor do they contain an offer to sell or a solicitation of an offer to buy any security. Nothing in this communication or on the Website is intended to be, nor should it be construed or used as, investment, tax or legal advice.
This communication and the Website exclusively represent the opinions, interpretations, and estimates of Oasis in relation to Tokyo Dome’s business and governance structure. Oasis is expressing such opinions solely in its capacity as an investment adviser of the Oasis Funds.
Please refer to the full disclaimer on the Website for further information.
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