Farallon Urges Toshiba to Solicit Privatization Proposals and Announces Voting Intentions

SAN FRANCISCO, March 11, 2022 /PRNewswire/ -- Farallon Capital Management L.L.C. ("Farallon") today issued a statement detailing its belief that Toshiba Corporation ("Toshiba" or the "Company") (6502.T) should carefully evaluate – through a comprehensive solicitation process – private equity interest in acquiring the Company to put an end to the spiral of mistrust and reposition the Company for the future. Farallon also outlines its current opposition to Toshiba's proposed two-way split (the "spin-off plan"), as it is a premature step prior to a solicitation of privatization proposals.

Farallon's key views and voting intentions regarding the upcoming EGM are as follows:

• Vote NO for Proposal 1
• The proposed 2-way spin-off is premature since a privatization was never adequately explored
• New management has acknowledged they were not involved in the development of the spin-off plan
• Voting yes would grant the Company the ability to disenfranchise shareholders at a later date
• Voting no does not preclude choosing the RIGHT spin-off plan with wide support at a later date
  
• Vote YES for Proposal 3
• Shareholders request the Company continue its strategic review to ensure all alternatives are fully considered and benchmarked against the Spin-Off Plan
• Farallon believes the privatization solution is both (1) the most value maximizing alternative and (2) the only solution for Toshiba to fix its governance, capital allocation issues, and the deep mistrust with its shareholders

Farallon issued the following statement:

"We are deeply concerned by the disarray at the Company and regret the further erosion of trust Toshiba has caused by changing the method – and resulting vote threshold – of its proposed spin-off plan while refusing to engage with potential private equity acquirers.

Farallon believes that a privatization is likely in the best interest of all of Toshiba's stakeholders and will enable the Company to emerge stronger after a period of focused reform and revitalization. However, as there has been no solicitation of proposals or a request for bids, shareholders cannot with confidence benchmark the appeal of one option versus the other, though it is clear that a "do nothing" status quo is unacceptable.  As a result, Farallon intends to vote NO to Proposal 1 and YES to Proposal 3.

We believe this is the last chance to fix Toshiba. There have been five years of discord and it is the Board that must finally do the right thing and end the cycle of conflict. We believe that the only viable option to put an end to the spiral of mistrust and reposition the Company for the future is to solicit privatization proposals."

About Farallon
Farallon Capital Management, L.L.C., is a global investment firm founded in 1986 and registered as an investment advisor with the United States Securities and Exchange Commission since 1990. Farallon seeks investments across asset classes and around the world through a process of bottom-up fundamental research and analysis emphasizing capital preservation. More information on Farallon is available at www.faralloncapital.com.

Disclaimer
This press release is for general information purposes only and is not complete.  Under no circumstances is this intended to be, nor should it be construed as an offer, invitation, marketing of services or products, advertisement, inducement or representation of any kind, nor as investment advice or a recommendation to buy or sell any investment products or make any type of investment in securities. This press release should not be construed as legal, tax, investment, financial or other advice. Additionally, this press release should not be construed as an offer to buy any investment in any fund or account managed by Farallon Capital Management L.L.C. or any of its affiliates or representatives (collectively, "Farallon").

This press release is not intended and should not be considered to solicit, encourage, induce or seek for Toshiba shareholders to authorize Farallon or any other third party as their proxy in exercising their voting rights on their behalf. Farallon is not soliciting or requesting other shareholders of Toshiba to jointly exercise their shareholders' rights with Farallon (including, but not limited to, voting rights). Farallon declares that it does not intend to be treated or deemed a "joint holder" (kyo-do hoyu-sha) under the Japanese Financial Instruments and Exchange Act or a "related person" (kankei-sha) under the Foreign Exchange and Foreign Trade Act with other Toshiba shareholders.

This press release is made available exclusively by Farallon and not by or on behalf of Toshiba or its affiliates or subsidiaries or any other person. Farallon is not an affiliate of Toshiba and neither Farallon nor its principals or representatives are authorized to disseminate any information for or on behalf of Toshiba, and nor does Farallon purport to do so.

Media Contacts

In Japan
Propeller Project Labo Inc.
Koji Tanimura
[email protected]

In the U.S.
ASC Advisors
Steve Bruce / Taylor Ingraham
[email protected] / [email protected]

SOURCE Farallon Capital Management

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