HONG KONG--(BUSINESS WIRE)-- Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 10.1% of Japanese pharmaceuticals and food products manufacturer Kobayashi Pharmaceutical Co., Ltd. (4967 JT) (“Kobayashi Pharma” or the “Company”).

As Kobayashi Pharma’s second largest shareholder and the largest institutional shareholder, Oasis has accelerated its effort to rebuild the Company’s governance to secure appropriate reparations for the victims of the Beni Koji scandal, ensure improved product safety going forward, and ensure accountability by directors. As part of the effort, Oasis requested an Extraordinary General Meeting (“EGM”), submitted proposals for that EGM, and also submitted an advisory resolution at the Company’s 2025 Annual General Meeting (“AGM”), all with the aim to improve Kobayashi Pharma's corporate governance and launch a truly independent third-party investigation to determine the cause of the Beni Koji scandal and ensure such an event never happens again.

Pursuant to our continued efforts to improve Kobayashi Pharma, in November 2024, Oasis submitted a request to Kobayashi Pharma’s auditors to initiate the filing of an action to hold the Company’s Directors accountable for their failures. The Company’s auditors declined to take any action. As a result, on January 28, 2025, Oasis announced that it was preparing to file a shareholder derivative lawsuit against the Directors, and on April 3, 2025, Oasis formally filed that shareholder derivative lawsuit. Filed in the Osaka District Court on behalf of the Company, the lawsuit is against the Kobayashi Pharma Directors and intends to recover approximately JPY 13.5 billion in damages for the Company and its shareholders.

Directors named as defendants:

• Director of the Company (at the relevant time), Mr. Satoshi Yamane
• Representative Director of the Company (at the relevant time), Mr. Akihiro Kobayashi
• Representative Director of the Company (at the relevant time), Mr. Kazumasa Kobayashi
• Outside Director of the Company (at the relevant time), Mr. Kunio Ito
• Outside Director of the Company (at the relevant time), Ms. Kaori Sasaki
• Outside Director of the Company (at the relevant time), Ms. Chiaki Ariizumi
• Outside Director of the Company, Mr. Yoshiro Katae

From the results of the AGM, it is apparent that the founding family continues to have enormous influence over the Company. It is clear that the founding family remains a hurdle to installing effective corporate governance. Oasis will continue our important efforts to improve Kobayashi Pharma's corporate governance.

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Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles of Responsible Institutional Investors” (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies.

The information and opinion contained in this press release (referred to as the "Document") is provided by Oasis Management Company (“Oasis”) for informational purposes only or for reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder’s rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except for the case where Oasis expressly enters into the agreement as a joint holder requiring such disclosure, Oasis does not intend to take any action triggering reporting obligations as a Joint Holder. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.

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