14 slides from MIGO Opportunities Trust PLC GBP's proxy contest presentation, Dec 9, 2021
Slide 1: “Stop Exploiting Daibiru”
“Stop Exploiting Daibiru” December 2021
Slide 2: Summary
Summary Asset Value Investors Ltd (“AVI”) has held shares in Daibiru Corporation (“Daibiru”) (TYO 8806) since September 2020. Today AVI announced that it has launched a campaign highlighting the exploitation of Daibiru by its parent company Mitsui O.S.K. Lines, Ltd. (“MOL”) (TYO 9104) and requesting
Slide 3: 1. MOL’s Long Standing Exploitation of Daibiru
1. MOL’s Long Standing Exploitation of Daibiru
Slide 4: Daibiru – A Proud Japanese Office Building Company
Daibiru – A Proud Japanese Office Building Company Daibiru has been providing value to the community through the provision of high-quality office buildings for a century, with its corporate principle “constructing buildings, creating towns, pioneering the new era" Major events ~ March 2024 2013 Mido
Slide 5: MOL’s Long Standing Exploitation of Daibiru (1/3)
MOL’s Long Standing Exploitation of Daibiru （1/3） MOL appoints its retired management as directors and auditors of Daibiru (in Japanese so-called “Amakudari”). It is an antiquated process, placing seniority over merit, which benefits a few individuals at the expense of Daibiru’s employees “Amakudari
Slide 6: MOL’s Long Standing Exploitation of Daibiru (2/3)
MOL’s Long Standing Exploitation of Daibiru （2/3） The ex-MOL directors have no experience in the real estate business. Their lack of expertise and experience in th industry, raises questions as to whether they are best suited to make important business strategy decisions. Name Background ex-MOL Tosh
Slide 7: MOL’s Long Standing Exploitation of Daibiru (3/3)
MOL’s Long Standing Exploitation of Daibiru （3/3） MOL has a long history of appointing its ex-employees as directors and auditors of Daibiru “Amakudari” to Daibiru’s directors and auditors Chairman or President of Daibiru Takehiko Hirokazu Hatta Yamamoto ex-Managing Tadakuni Hirose Yoichi Aoki ex-Ex
Slide 8: 2. MOL’s Exploitation of Daibiru in the Tender Offer Process
2. MOL’s Exploitation of Daibiru in the Tender Offer Process
Slide 9: MOL’s Exploitation of Daibiru in the Tender Offer Process
MOL’s Exploitation of Daibiru in the Tender Offer Process Exploitation of Daibiru has influenced the tender offer negotiation process 1 Only MOL and its shareholders benefit from the synergies • Daibiru’s existing shareholders will be squeezed out, and cannot benefit from the synergies of the combin
Slide 10: Tender Offer Price Below Value Disclosed by Daibiru (1/3)
Tender Offer Price Below Value Disclosed by Daibiru (1/3) Daibiru’s own published market value of its real estate, amounts to to ¥585,892 million with an adjusted BPS of ¥2,948 Actual disclosures on real estate market value provided by Daibiru in its annual securities report Previous fiscal year Cur
Slide 11: Tender Offer Price Below Value Disclosed by Daibiru (2/3)
Tender Offer Price Below Value Disclosed by Daibiru (2/3) Previous tender offers for real estate companies have used the adjusted book value method for calculating the fair price Examples of calculating adjusted book value method Mitsui Fudosan’s methodology for Tokyo Unizo’s methodology for itself
Slide 12: Tender Offer Price Below Value Disclosed by Daibiru (3/3)
Tender Offer Price Below Value Disclosed by Daibiru (3/3) Daibiru’s adjusted book value is c.¥3,000, with the tender offer price coming at a 27% discount Daibiru’s value based on adjusted book value (¥, per share value) Real estate market value disclosed by Daibiru ¥5,109 The value of synergies and
Slide 13: Potential Conflicts of Interest in the Tender Offer Process
Potential Conflicts of Interest in the Tender Offer Process This transaction is one example of potential conflicts of interest in a parent-subsidiary listing defined by METI. In the case of a wholly owned subsidiary, the process needs to consider minority shareholders Three examples of conflict of i
Slide 14: Disclaimer
Disclaimer This website and the information contained herein (the “Website”) has been prepared for shareholders of Daibiru Corporation (“Daibiru”) for the sole purpose of providing the information. Asset Value Investors Limited (“we” or “AVI”) has the authorization and is subject to the regulation o