Yamauchi No.10 Family Office
Hirowaka Murakami, Chief Investment Officer

March 28, 2023

Reuters’ Article about Toyo Construction’s actions and YFO’s Response

The Yamauchi-No.10 Family Office (“YFO”) published “Reuters’ Article about Toyo Construction’s actions and YFO’s Response” today as follows. 

Reuters reported in an article yesterday that Toyo Construction (“Toyo”) requested authorities to investigate the acquisition of Toyo shares by our companies under the Foreign Exchange Act and the Financial Instruments and Exchange Act.

We have taken all appropriate actions in consultation with regulatory authorities as needed under the Foreign Exchange Act and the Financial Instruments and Exchange Act described in Reuters’ article. Of course, no regulatory authorities have ever indicated any problems with our conduct under any of these rules. 

Additionally, the matters that Toyo requested authorities to investigate as described in the Reuters’ article are the same matters that Toyo has repeatedly raised questions on and requested disclosures for in place of regulators around June 2022, when Toyo attempted to introduce poison pill measures to avoid proper consideration of YFO’s acquisition proposal. They are also almost identical to the questions that YFO already provided answers to over 10 months ago. 

Toyo’s current Board failed to take steps that are expected of a listed company. They have failed to consider YFO’s acquisition proposal over an exceptionally long time period. Toyo’s Board has now tried to drum up suspicion against YFO by making a baseless request to authorities to investigate YFO after we released our policy to rebuild Toyo’s Board of Directors and Audit & Supervisory Members. Toyo’s Board is trying to manipulate public opinion to tarnish YFO’s reputation and has submitted only extremely superficial information to the media that it expects the authorities to investigate. These acts represent a serious betrayal of shareholders unbefitting a publicly listed company.

As we have previously announced, Toyo’s management suggested that they would damage YFO’s reputation if we did not withdraw our acquisition proposal prior to a meeting with Toyo’s top management. Toyo’s management has made statements that seek to exert inappropriate pressure on YFO. YFO considers this merely the latest act by Toyo’s management to seek to continue inappropriately exerting pressure. We have already communicated to Toyo that we will not abandon our acquisition proposal even if Toyo continues to exert pressure or carries out a negative PR campaign like this charade. Therefore, we once again pledge to Toyo’s shareholders that we will not withdraw our acquisition proposal despite this latest desperate act of Toyo’s current board members.  

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)