Elliott Advisors (HK) Limited sends a letter to Unizo Holdings

Elliott Advisors Asia Limited Elliott Advisors (HK) Limited sends a letter to Unizo Holdings ……………………………………………………………………………………………
[October 9, 2019: Tokyo]
Elliott Advisors (HK) Limited (“Elliot”) today sent a letter containing questions to the board of directors of Unizo Holdings Co., Ltd. (“Unizo Holdings”). In the letter, Elliott requests detailed information on “Unizo Employee Shareholding Management Company” mentioned in “Basic Policy on Response to Acquisition Proposal” announced by Unizo Holdings on September 27, 2019. In addition, the reason why the basic policy was not formulated and disclosed in the August 2019 statement of opinion by Unizo Holdings, the Sapporo GK, which is conducting a tender offer for UNIZO Holdings shares, was announced on October 2, 2019. As a result of the sale of four office buildings owned by the Unizo Holdings Group in the United States, which was clarified in the amendment notification form of the disclosed tender offer notification form, the sale price of approximately 98.2 billion yen was obtained by December 2019. Asking multiple questions, including disclosing the full details and details of the plan to be used by “ Unizo employees and other invested companies ” The answer you are looking to uni-zone Holdings Board of Directors. Please refer to the following reference materials for the details of the letter. About Elliott Elliott Management Corporation operates two multi-strategy investment funds totaling $ 38.2 billion. Elliott Associates L.P, the company’s leading fund, was established in 1977 and is one of the longest-running hedge funds. Elliott Funds investors include pensions, government funds, donation funds, foundations, funds of funds, wealthy individuals and families, and corporate employees. Elliott Advisors (HK) Limited is an affiliate of Elliott Management Corporation. Reference material: Letter October 9, 2019 Unizo Holdings Co., Ltd. Board of Directors Elliott International LP and Representing the Liverpool Limited Partnership Elliott Advisors (Hong Kong) Limited Dear Sir As a person seeking to improve your corporate value and shareholder value, there are the following questions regarding your series of responses to the tender offer for your stock. Since both are considered important, we ask that you clarify your thoughts and answers as soon as possible. In order to ensure transparency, the contents of this letter will be announced. Best regards Record 1. To determine that the acquisition proposal to your company contributes to the maintenance and improvement of your corporate value in the “Basic Policy on Response to Acquisition Proposal to the Company” announced on September 27, 2019 “ It is necessary to adopt a “ mechanism ” that can ensure that employees of our company are hired and continue to be a worthwhile company for employees. ” In the “Summary of Basic Policy on Responses to Acquisition Proposals to the Company”, as an example, an “agreement” is concluded with the acquirer of the acquisition. 2) that the offerer’s return and exit timing / method should be specified, and that the employee’s company can select the exit timing / method 3. Maintain corporate strength That “Yakudaku” has mentioned that it is equipped. (1) Such a basic policy is expressed by your company against the tender offer by HIS Co., Ltd. (hereinafter referred to as “HIS”) announced on August 6, 2019, and the same month 16 Why was it formulated prior to the announcement of the tender offer by Sapporo GK (“Sapporo”) announced on the date and was not disclosed to investors? Without establishing a policy to determine whether the acquisition proposal will contribute to maintaining or improving your corporate value, or without scrutinizing the details of your proposal, Do you mean that you expressed and agreed to Sapporo’s tender offer? (2) In the examination of the opinions of the tender offer by HIS and the subsequent market check, the acquisition proposals of each party stated that “ the company will continue to be a company that is rewarding for employees with employment secured Have you individually confirmed and negotiated whether a “mechanism” that can ensure this is adopted? If it was confirmed and negotiated on an individual basis, what kind of party did it specifically do? (3) In the “Agreement” announced by your company’s above basic policy and your “Announcement of Opinion (Reservation) regarding Tender Offer for Shares of the Company by Sapporo GK” dated September 27, 2019, Grants the Employee Stock Ownership Company a veto on important matters related to your company’s management, including the appointment of directors, management plans, and dividend measures. In the first place, we will clarify the position and other details of your employees who invest in “Unizo Employee Stock Ownership Management Company”, and these contents will be If it is important in relation to corporate value, how will this content be realized and secured in the management of your listed company? To please answer. (4) On the same date as the formulation of the above basic policy, your company has made reservations regarding Sapporo’s tender offer once expressed, but when you express your opinion, Please specifically describe how the consistency with the content proposed in the “Agreement” above has been reviewed and completed and a formal opinion has been expressed regarding the tender offer by Sapporo. Also, when you express your opinion, please answer the reason why you did not specifically mention the consistency as the reason for expressing your opinion. 2. As of September 5 of the same year, Sapporo has submitted a correction to the tender offer registration dated October 2 of the same year. The company was invested by Unizo employees and acquired the equity interests of the Tender Offeror who currently holds all Target Company shares and the silent partnership equity interest in the Tender Offeror. There is a description that the plan of the contents intended to be used for (1) Please disclose the full details and details of the plan (including the method of using your assets and funds for “Unizo employees and other invested companies” and the grounds for its validity). Also, please tell us why the plan has not been mentioned in your disclosure materials so far, and the basis for its justification. (2) For “Unizo employees and other invested companies”, clarify the position and other details of your invested company employees, and plan to invest other than your employees (specific contents meaning “etc.”) Please tell us specifically. In addition, such a plan contains a serious conflict of interest, and based on the Ministry of Economy, Trade and Industry’s “ Guidelines on Fair M & A ” dated June 28, 2019, your officers will be assigned to the company. We believe that it is necessary to establish a mechanism for eliminating direct or indirect investment or having a substantial influence. Please answer. As the above questions indicate, we are seriously concerned about the lack of disclosure and potential conflicts of interest that have emerged in your response to the tender offer by HIS and Sapporo. All shareholders in your company should be eligible to receive a clear and comprehensive answer to the above questions. Answers that are unanswered or do not respond directly to shareholder concerns only arouse the anxiety that shareholders are beginning to embrace. We look forward to your immediate response. more than


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