Dalton Investments Issues Letter to Board of Directors of Fujitec

SANTA MONICA, Calif. & TOKYO, Japan – Dalton Investments issued the following letter to the directors of Fujitec Co. (6406.T) regarding the company’s capital allocation policy.   

The Board of Directors

Fujitec Co., Ltd.

Big Wing, 591-1 Miyata-Cho, Hikone

Shiga 522-8588 Japan

February 2, 2022

Dear Board Members:

Thank you very much for your continued efforts to enhance the value of Fujitec. As a long-term shareholder of Fujitec since 2004, Dalton Investments (“we”) believes that the company has an attractive business, trading at a significant discount to its intrinsic value.  We, on behalf of our clients, currently own 2.5% of your company.

We congratulate you on making certain progress in your company’s corporate governance in recent years. Meanwhile, we are writing this letter to express our concern about your company’s new capital policy announced in December 2021, as part of the New Mid-Term Management Plan (the “Management Plan”).

We believe that the budgets allocated to capex and M&A in the Management Plan are excessive. We typically applaud when management reinvests excess cash in the business to achieve long-term growth. Allocating such a significant amount of capital to capex and M&A, without any clear discipline or explanation, however, simply appears to be nothing but an excuse for ignoring our requests to enhance shareholder returns.

All concerns expressed in the open letter (including the concerns raised by us above) recently published by one of your shareholders, Kempen Capital Management N.V., appear reasonable to us. We, therefore, request that management address those concerns in a timely fashion.

Sincerely yours,

James B. Rosenwald III

Co-Founder and Chief Investment Officer

Dalton Investments

Please note that the below is a Japanese translation of the above letter that Dalton Investments sent in English, provided as a courtesy. In the event of any inconsistency between the English language version and the Japanese language version, the meaning of the English language version shall prevail.

IMPORTANT INFORMATION

This letter has been prepared by Dalton Investments and its affiliates (collectively, “Dalton”) for the benefit and use of the original recipients. It does not constitute, and should not be construed as, an offer or solicitation to enter into any transaction regarding any financial instrument, nor should it form the basis of or be relied on in connection with any such transaction.  This letter does not constitute, and should not be construed as, tax, legal, regulatory, accountancy or other specialist or technical advice, or investment advice or personal recommendations, any trading strategy or advice (from an investment perspective) to any person on the suitability of any transaction.

The information in this letter is based on information that Dalton considers reliable, but which Dalton did not verify any of the information.  No representation or warranty is made as to, nor should reliance be placed on, any of that information contained herein being accurate or complete. Neither Dalton nor any of Dalton’s directors, officers or employees accepts any responsibility or liability for any losses or damages that may result from the lack of accuracy or incompleteness of this information. Such persons also do not accept any responsibility or liability for assumptions on which any statements, views, valuations or opinions expressed by Dalton in this letter may be based.

This letter speaks of its date and opinions and views expressed are Dalton’s opinions and views as of such date only. Dalton assumes no obligation to notify or inform any party of any developments or changes occurring after the date of this document that might render its contents untrue or inaccurate in whole or in part.

Any possible transaction or investment referred to herein may involve significant risk. This document has been prepared without regard to the individual circumstances and objectives of persons other than the original recipients who receive it. Other recipients should, without relying on this document, make their own independent decisions regarding to any possible transaction or investment and, if necessary, seek professional advice.

Dalton accepts no liability whatsoever for any reproduction or redistribution, in whole or in part, of this document, by any person other than Dalton.

The distribution of this document in certain jurisdictions may be restricted by law, and recipients into whose possession this comes should inform themselves about, and observe, any such restrictions.