Glass Lewis Recommends Voting AGAINST Aska Pharmaceutical Holdings’ Proposal No. 11
June 15, 2026
Dalton Investments welcomes the recommendation by Glass Lewis & Co. (“Glass Lewis”), the independent proxy advisory firm, that shareholders vote AGAINST Proposal No. 11 at the 5th Annual General Meeting of Shareholders of Aska Pharmaceutical Holdings Co., Ltd. (“Aska Pharmaceutical HD”), scheduled to be held on June 24, 2026.
Proposal No. 11 seeks shareholder approval for the conditional implementation of defensive measures against Dalton and its affiliates pursuant to Aska Pharmaceutical HD’s response policy, based on the company’s assertion that it currently faces an “emergency situation” involving a contemplated large-scale acquisition by Dalton and related parties.
Glass Lewis recommends voting against Proposal No. 11, citing concerns regarding both the design of the defense measure and the necessity and reasonableness of its proposed implementation.
Glass Lewis notes that takeover defense measures generally do not promote good corporate governance. In particular, Glass Lewis expresses concern that the response policy was adopted by board resolution in July 2025 without prior shareholder approval, despite its potential to materially affect shareholder rights and future control transactions.
Glass Lewis also highlights that the policy imposes broad and potentially excessive information requirements on prospective acquirers and allows the company to continue requesting additional information if it determines that prior responses are insufficient. Such a framework creates a risk that the process could effectively delay or impede a transaction before shareholders have an opportunity to fully evaluate its merits.
Furthermore, Glass Lewis notes that Aska Pharmaceutical HD maintains a substantial portfolio of cross-shareholdings while simultaneously employing a takeover defense measure. According to Glass Lewis, this combination raises significant concerns regarding management entrenchment and whether the board’s actions are sufficiently aligned with shareholder interests. In light of these factors, Glass Lewis questions both the appropriateness of the response policy and the degree of discretion afforded to the board.
Aska Pharmaceutical HD has argued that conflicts of interest could arise if Dalton were to increase its influence over the company and pursue a management buyout transaction. However, Dalton has publicly stated that it has no intention of forcing a going-private transaction or otherwise pursuing actions that would disadvantage minority shareholders. Dalton has consistently supported the company’s core strategic direction and business operations while advocating for improvements in corporate governance, capital allocation, and shareholder returns. Glass Lewis likewise observes that certain aspects of the company’s rationale remain speculative at this stage.
Based on these considerations, Glass Lewis concludes that the proposed stock acquisition rights plan is not appropriate under the circumstances and does not appear to be in shareholders’ best interests at this time.
We believe Glass Lewis’s analysis reinforces Dalton’s view that Proposal No. 11 represents an unnecessary and disproportionate defensive measure that risks undermining shareholder rights and sound capital market principles.
We respectfully urge shareholders to vote AGAINST Proposal No. 11.