On September 19, Hibiki Path Advisors (“we”) filed a Large Shareholding Report disclosing that our stake in Tamai Steamship Co., Ltd. (the “Company”) has exceeded 5%. On September 25, we also submitted a letter to the Company’s Board of Directors.
Please see the link below for further details.
English: Letter to Tamai Steamship
In the letter, we set out: (1) The background leading to our investment (the introduction of the Takeover Response Policy*¹), (2) The Company’s challenges relating to corporate value enhancement, and (3) The following requests.
・Request 1: Disclosure of an Over-The-Cycle ROE Target and a Fundamental Review of Capital Policy, including a DOE target of 8%
・Request 2: Update on Investigation Progress and Potential Termination of the Takeover Response Policy
・Request 3: Establishment of a “Corporate Value Enhancement Committee” (tentative) to Re-examine the Purpose of Listing
As noted in the letter, our interest in the Company was prompted by the wave of announcements this past summer introducing so-called “contingent” or “emergency-triggered” takeover defense measures*². We view this trend as deeply problematic: it threatens shareholder sovereignty, restricts investors’ freedom to trade, and risks choking off the healthy, competitive market for corporate control that should exist among listed companies.
Moreover, many of the recently announced contingent takeover defense measures include provisions that, in practice, could allow the Board of Directors to trigger countermeasures at its sole discretion. This creates a serious concern that such mechanisms may be misused to entrench incumbent management.
As an engagement-driven investor, we remain firmly committed to advancing the Japanese capital market in a manner consistent with its rightful role and purpose.
*1 Refers to the contingent takeover defense measure introduced in the Company’s announcement dated July 14, 2025, titled “Announcement of Policy on Responding to a Potential Large-Scale Share Purchase by Mr. Sun You Ning”
*2 Similar contingent takeover defense measures have been announced by Aska Pharmaceutical Holdings Co., Ltd., Fuji Media Holdings, Inc., and Bunka Shutter Co., Ltd.
The accuracy of the data and information collected in the preparation of this document is taken with great care, but the accuracy is not guaranteed. In addition, this document does not solicit applications for or recommend the sale of certain securities, or provide advice on investment, legal, tax, accounting, etc. In respect of information that has been prepared by Hibiki Path Advisors (and not otherwise attributed to any other party) and which appear in the English language version of this letter, in the event of any inconsistency between the English language version and the Japanese language version of this letter, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated engagement amongst all shareholders.