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May 21, 2020 00:00 UTC

Oasis Statement on Shareholder Proposals to Hazama Ando

  • Oasis has submitted two proposals to Hazama Ando for upcoming June AGM
  • Oasis recommends a 9.98% share buyback, enhanced health and safety management provisions
  • Shareholders should vote for the Oasis proposals to protect corporate value and improve corporate governance

For more information, please see: https://hazamaandocorpgov.com

HONG KONG & TOKYO--(BUSINESS WIRE)-- Oasis Management Company Ltd. (“Oasis”) is the manager to funds that are one of the largest minority shareholders of Hazama Ando Corporation (“Hazama Ando”, “Hazama” or the “Company”) (1719 JP), and has submitted two shareholder proposals for the Company’s annual general shareholders meeting (“AGM”) in June aimed at improving corporate governance and value.

Hazama Ando is on the brink of repeating the same mistakes that led to the restructuring of its predecessor entity, Hazama Corporation, in 2003 after incurring significant losses in real estate investments. Shareholders must act quickly to prevent Hazama’s destructive plan to invest ¥100 billion of excess cash in real estate. Shareholders must unite to stop Hazama’s management from risking the future of the Company once again.

In order to protect Hazama Ando’s future and corporate value for all stakeholders, Oasis has submitted two shareholder proposals, and urges the Company to:

  1. Implement a 9.98% share buyback; and
  2. Add health and safety management provisions to the Articles of Incorporation.

Oasis urges all shareholders who care about Hazama’s future and corporate value to vote FOR these proposals at the upcoming AGM.

Hazama Ando is a great company but has been rocked by a history of work safety accidents and scandals, including fires, fatalities, underreporting income, as well as poor capital allocation. The Company trades at a normalized PE adjusted for cash of just 1.1x and we believe has an upside of over 140%.

In Hazama’s revised Medium-Term Business Plan published in February 2020, the Company announced new plans to invest ¥100 billion – representing approximately 73% of Hazama’s net assets and 77% of its market capitalization -- in real estate and power projects. These are low-return, high-risk businesses in which Hazama has little expertise, and a history that led not only to significant losses and restructuring, but also the ultimate dismissal of over 1,000 employees. It is imperative that shareholders act now to prevent Hazama from taking this misstep, before it is too late.

All stakeholders must unite to protect Hazama’s corporate value and improve its governance. More than shareholder returns are at stake. We trust that all shareholders who truly care for Hazama’s future will vote for Oasis’s value-enhancing investment and measures that prioritize preventative health and safety management.

All stakeholders are encouraged to contact Oasis at info@hazamaandocorpgov.com.

About Oasis

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 is by no means soliciting or requesting shareholders to jointly exercise their rights (including, but not limited to, voting rights) together with Oasis, and Oasis disclaims its intention to be deemed or treated as a Joint Holder (kyo-do hoyu-sha) with other shareholders under the Japanese Financial Instruments and Exchange Act by virtue of its act to express its view and opinions or other activities to engage in dialogue with other shareholders. In addition, Oasis is by no means soliciting or requesting other shareholders to grant or deliver their proxies to Oasis for any upcoming AGM. Oasis is not and should not be considered to solicit, encourage, induce, or seek from any shareholders to authorize Oasis or any other third party as their proxy in exercising their voting rights on their behalf.

Contacts

Media Contact
Taylor Hall
media@oasiscm.com


Source: Oasis Management Company Ltd.

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