3D Calls for Substantial Change to Increase Corporate Value at Fujisoft Incorporated


TOKYO–()–3D Investment Partners Pte. Ltd. as investment manager of 3D OPPORTUNITY MASTER FUND (together “3D”) today published a presentation regarding its shareholder proposal to enhance board composition at Fujisoft Incorporated (“Fujisoft” or “the Company”) (9749.T). 3D has nominated two candidates to be added to the Fujisoft Board of Directors.

The presentation on 3D’s shareholder proposal is available here:

https://www.3dipartners.com/engagement/presentation-on-shareholderproposal-en.pdf

3D currently owns 9.28% of Fujisoft’s outstanding shares and believes Fujisoft has an opportunity to create significant corporate value. 3D believes that issues arising from old-style management – such as excessive capital allocation to real estate, parent-subsidiary listings, low profitability and an unfocused growth strategy – need to be reexamined for Fujisoft to reach its full potential.

3D has attempted to engage in a constructive dialogue with the Company over the past two years on topics including corporate governance, capital allocation, operations and strategy, in hopes of driving meaningful improvements that would benefit all Fujisoft shareholders. The Company, however, has not made any substantive changes to its management policy and recently announced a mid-term plan that fails to address Fujisoft’s unusual and inefficient capital allocation, subpar margins, and unfocused growth strategy. 

3D believes that enhanced Board oversight is required to ensure Fujisoft maximizes corporate value for all stakeholders. To that end, on January 13, 2022, 3D submitted a shareholder proposal to appoint two independent and highly qualified, outside directors.

As a large shareholder of Fujisoft, 3D encourages its fellow shareholders to review today’s presentation and the other meeting materials and to vote for enhanced Board oversight at the Company’s forthcoming Annual General Meeting. 3D believes that additional outside directors will help provide the independence and oversight necessary to drive corporate value.

Website link:

https://www.compoundfujisoft.com/home-eng

About 3D Investment Partners Pte.

3D Investment Partners Pte. Ltd. is an independent Singapore-based Japan focused value investing fund manager founded in 2015. 3D Investment Partners Pte. Ltd. focuses on partnering with managements who share its investment philosophy of medium- to long-term value creation through compound capital growth and a common objective of achieving long-term returns.

Disclaimer

This press release is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax or other advice.

3D Investment Partners Pte. Ltd. and its affiliates and their related persons (“3DIP”) believe that current market price of Fujisoft does not reflect its instinct value. 3DIP acquired beneficially and/or economic interest based on its own idea that Fujisoft securities have been undervalued and provides attractive investment opportunity and may in the future beneficially own and/or have an economic interest in, Fujisoft securities. 3DIP intends to review its investments in the Fujisoft on a continuing basis and, depending upon various factors including, without limitation, the Fujisoft’s financial position and strategic direction, the outcome of any discussions with Fujisoft, overall market conditions, other investment opportunities available to 3DIP, and the availability of Fujisoft securities at prices that would make the purchase or sale of Fujisoft securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including the investment in Fujisoft securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.

No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness, or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss howsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise howsoever arising in connection with this press release.

3DIP disclaims any intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan, a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act with other shareholders, or receiving any power to represent other shareholders in relation to the exercise of their voting rights by virtue of its act to express its views, estimates, and opinions or otherwise to engage in dialogue with other shareholders through this press release.

3DIP does not have the intention to make a proposal, directly or through other shareholders of Fujisoft, to transfer or abolish the business or asset of Fujisoft and/or Fujisoft group companies at the general shareholders meeting of Fujisoft. 3DIP does not have the intention and purpose to engage in any conduct which constricts the continuing and stable implementation of business of Fujisoft and/or Fujisoft group companies.

This press release may include content or quotes from news coverage or other third party sources (“Third Party Materials”). Permission to quote from Third Party Materials in this press release may neither have been sought nor obtained. The content of the Third Party Materials has not been independently verified by 3DIP and does not necessarily represent the views of 3DIP. The authors and/or publishers of the Third Party Materials are independent of, and may have different views to 3DIP. The quoting Third Party Materials on this press release does not imply that 3DIP endorses or concurs with any part of the content of the Third Party Materials or that any of the authors or publishers of the Third Party Materials endorses or concurs with any views which have been expressed by 3DIP on the relevant subject matter. The Third Party Materials may not be representative of all relevant news coverage or views expressed by other third parties on the stated issues.

In respect of information that has been prepared by 3DIP (and not otherwise attributed to any other party) and which appear in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the English language version shall prevail unless otherwise expressly indicated.



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