Black Clover Submits Shareholder Proposal to Sankyo Kasei
March 28, 2023 at 11:00 pm
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On March 1, 2023, Black Clover Limited started its activist campaign against Sankyo Kasei Corporation by submitting a request to convene an Extraordinary General Meeting of Shareholders for the following proposals: (i) Dismissal of Mr. Kazuo Ogawa from the Board of Directors: The shareholder believes that the director does not understand the importance of management with a focus on capital costs and lacks the expertise to work on improving capital efficiency and is not suitable to be the director of a listed company; (ii) Amendment to Articles of Incorporation related to sale of shares held for cross-shareholding purposes: Addition of Draft no. 40 which states that the shares held for cross-shareholding shall be sold so that the ration to net worth is at least 10% or less by the second quarter of the 98th fiscal year; (iii) Abolition of countermeasures against large scale purchase of company shares: The abolition of countermeasures could create an opportunity to generate profits for all shareholders with the emergence of a third party which could acquire the company at a higher stock price than the current stock price ; (iv) Removal of 35th Article of Incorporation: Decisions on dividends from surplus should be made at the general meeting of shareholders without authorization from the board of directors, hence, the 35th Article should be removed ; (v) Appropriation of Surplus: In additon to the annual dividend of 85 Yen per share of common stock, pay a dividend of 95 Yen per share for the total annual dividend to be 180 Yen; (vi) Acquisition of Treasury Shares: Acquire a total of 156,000 shares at the acquisition price of 600 million Yen.
SANKYO KASEI CORPORATION is a Japan-based company mainly engaged in the science business and building materials business. The Company operates through two business segments. The Science segment is engaged in the sale of raw materials in the fields of civil engineering and building materials, information and transportation equipment, daily necessities, and chemical industry. The Building Materials segment is engaged in the manufacture and sale of housing components and various woodwork products. Its products include chemical industrial chemicals, synthetic resins, dyes, pigments, paints, dyeing aids poisons and deleterious substances, alcoholic beverages, drinking water, seasonings, processed foods, heat-resistant fibers, shield material, thermoplastic elastomer functional plastic, impregnated paper, secondary processing adhesives, antifoaming agent, foaming agents, fine-particle polymers. It is also engaged in the storage, sorting and transportation of residential components.