May 27, 2026
We and our joint holders (collectively, “we” or “us”) strongly oppose the conditional activation proposal (Proposal No. 11) targeting us, which ASKA Pharmaceutical Holdings Co., Ltd. (“ASKA Pharmaceutical” or the “Company”) announced on May 25, 2026.
To the Shareholders of ASKA Pharmaceutical Holdings Co., Ltd.
To Market Participants and Members of the Media
We and our joint holders (collectively, “we” or “us”) strongly oppose the conditional activation proposal (Proposal No. 11) targeting us, which ASKA Pharmaceutical Holdings Co., Ltd. (“ASKA Pharmaceutical” or the “Company”) announced on May 25, 2026.
In our statement dated September 9, 2025, we clearly explained our fundamental position. Our engagement activities are intended solely to enhance the corporate value of our portfolio companies and the common interests of all shareholders. They are not intended to force or induce any particular strategic option, especially a going-private transaction. We also believe that the free trading of shares in the market and the principle of equal treatment of shareholders are fundamental principles essential to the development of Japan’s capital markets, and that management must not distort these principles for the purpose of self-preservation.
Since acquiring shares in ASKA Pharmaceutical, we have, as long-term investors, sought constructive and ongoing dialogue with the Company through our engagement activities. Throughout this process, we have consistently recognized the strength of the Company’s business, its competitive advantages centered on the obstetrics and gynecology field, and its medium- to long-term growth potential. We also highly value the medium-term management plan and ASKA VISION 2035 announced by the Company on May 20, 2026, as a management direction aimed at sustainable growth while leveraging the Company’s strengths. We do not object to the Company’s stated direction for enhancing corporate value. Rather, precisely because we value the Company’s business, competitive advantages, and growth strategy, we seek, as shareholders, to ensure that the opportunity to enhance corporate value is maximized under appropriate governance.
We have asked ASKA Pharmaceutical and other portfolio companies to improve capital efficiency, governance, alignment of interests with shareholders, and to consider all available options for enhancing corporate value. This is intended to improve the common interests of all shareholders, not the interests of any particular shareholder. With respect to strategic options, including a going-private transaction, our position is that the board of directors should sincerely consider all options from the perspective of enhancing corporate value. We are not seeking to force the Company to go private.
The materials disclosed by ASKA Pharmaceutical arbitrarily select portions of our past statements and proposals and create the impression that we are a presence that could harm the Company’s corporate value or the interests of general shareholders. However, the Company’s assertions do not accurately reflect our actual objectives, our conduct, or the position that we already clearly explained in our September 2025 statement. There is no contradiction between valuing the Company’s management policy for enhancing corporate value and pointing out governance concerns regarding countermeasures that could restrict shareholder rights.
Whether to implement a going-private transaction, and on what terms, are matters that should be determined by the board of directors while ensuring independence and fairness. The Company’s assertion that we would be involved in determining such terms and thereby create a conflict of interest with general shareholders is not grounded in fact. Like all general shareholders, we seek to maximize shareholder value.
The Company also characterizes as an “emergency” the possibility that we may acquire additional shares or launch a tender offer. However, the free trading of shares of a listed company in the market is a premise of the public company system and a foundation of the capital markets. To justify the activation of takeover defense measures merely because a shareholder holding approximately 20% of the shares has indicated the possibility of further share acquisitions would unduly restrict shareholder rights.
Proposal No. 11 is formally presented as a “conditional” activation proposal. In substance, however, it is a proposal designed to restrict the freedom of a specific shareholder – namely, us – to acquire shares and to suppress our influence as shareholders. If such a proposal is approved, it would create a misguided precedent under which ASKA Pharmaceutical’s management could characterize legitimate discipline and demands for improvement from shareholders as a “threat” and exclude them through takeover defense measures.
The Company explains that its series of response policies and countermeasures are intended to protect corporate value and the common interests of shareholders. However, judging from the share price reactions on the business day following the Company’s major announcements relating to us to date, the market does not appear to have necessarily viewed these measures as beneficial to shareholders.
The above share price reactions do not purport to establish a direct causal relationship between each announcement and the subsequent share price movement. However, we believe they constitute circumstantial evidence that the series of measures the Company describes as being for the benefit of shareholders has not been favorably received by the market. Shareholders should carefully consider, in light of the market’s assessment as well, whether this proposal truly serves corporate value and the common interests of shareholders.
We value ASKA Pharmaceutical’s business, competitive advantages, medium- to long-term growth potential, and the management policy it has presented for enhancing corporate value, and we continue to seek constructive dialogue with the Company. At the same time, we firmly oppose the Company’s attempt to characterize the legitimate exercise of shareholder rights as an “emergency” and to restrict the rights of a specific shareholder under the guise of confirming shareholder intent.
We ask shareholders to carefully consider whether this proposal is truly intended to protect corporate value and the common interests of shareholders, or whether it is designed to allow management to avoid discipline from shareholders.
We strongly urge all shareholders to vote AGAINST Proposal No. 11 of ASKA Pharmaceutical Holdings Co., Ltd.
James B. Rosenwald III
Founding Partner and Chief Investment Officer
Dalton Investments, Inc.