Nihon Global Growth Partners Submits Shareholder Proposals for Consideration at Toyo Suisan’s 2024 General Shareholders’ Meeting

Proposals Include an Increased Dividend, Share Repurchase of JPY20 Billion, Implementation of Directors’ Stock Compensation Program, and Disclosure of Company’s Cost of Capital

Issues Investor Presentation Outlining How Toyo Suisan Can Maximize the Value of its Crown Jewel Assets and Enviable Market Position to Help Narrow the Persistent Gap Between its Share Price and Long-term Valuation

Believes Proposals Are Aligned with Current Recommendations of Japanese Financial and Regulatory Authorities

NEW YORK & TOKYO--(BUSINESS WIRE)--Today, an investor group (“the Investor Group,” the “Group” or “we”) led by Nihon Global Growth Partners Management Inc. (“NHGGP”) announced it has submitted four shareholder proposals (the “Shareholder Proposals”) for consideration at Toyo Suisan Kaisha Ltd.’s (2875.T) (“Toyo Suisan” or the “Company”) upcoming 2024 General Shareholders’ Meeting. NHGGP and the Investor Group collectively own approximately 3.8% of Toyo Suisan’s common shares.

NHGGP also released an investor presentation outlining how their proposals can help Toyo Suisan – known under the Maruchan brand in Mexico and the United States – narrow the gap between its trading price and the Company’s substantial long-term corporate value. The presentation can be viewed here.

In the presentation, NHGGP and the Investor Group explain that Toyo Suisan has a collection of exceptional assets and an enviable market position for its instant noodle business – but that the Company must modernize its capital allocation and corporate governance policies in order to achieve an improved valuation in line with its potential. The presentation also highlights that the Company can unlock significant value by focusing on its core instant noodle business, selling or spinning off its refrigerated warehouse business, and exiting its legacy processed food and seafood trading businesses – which would position it to become a global instant noodle consolidator, as opposed to a target for consolidation.

NHGGP and the Investor Group believe that with the appropriate steps – which include the passage of the Shareholder Proposals – Toyo Suisan’s market value would approach its intrinsic value of at least JPY17,300 per share, as opposed to its current trading price of JPY9,281 per share as of April 24, 2024.

The Shareholder Proposals include:

1. Increase dividend payout ratio to 40% – this would make the Company’s dividend payout more in line with peers, and the proposed incremental increase represents only 1.9% of the Company’s cash as of December 2023.
2. Repurchase JPY20 billion of the Company’s shares – the Company has not engaged in any meaningful share buybacks in the past 17 years, and the proposed share repurchase represents only 4.6% of shareholders’ equity as of December 2023 – meaning it will not negatively impact the capitalization of the Company in any way.
3. Implement a management stock compensation program – currently, 85% of director compensation is fixed without any link to performance, whereas the proposal would make 40% of total compensation performance-linked and half share-based – equal to market standards.
4. Disclose its cost of capital – this proposal is consistent with the recommendations of the Tokyo Stock Exchange regarding disclosure of a Company’s cost of capital and would provide the basis for a discussion between management and shareholders regarding the rationale for continued investment in the legacy businesses.

Brian Doyle, Managing Director of NHGGP, stated: “Toyo Suisan excels in its core operating businesses and possesses crown jewel assets, most notably its North American instant noodle and Japanese refrigerated warehouse segments. As long-term investors with decades of experience in the Japanese market, we believe in the Company’s significant potential. However, in our view, it must catch up to its peers in terms of capital allocation, shareholder returns and strategic focus in order to ensure it takes its place as a true global leader and does not get left behind. We believe our proposals will help achieve this goal, and in the process benefit all of Toyo Suisan’s stakeholders, including shareholders, employees and consumers. We look forward to engaging with the Company and our fellow shareholders in advance of the General Shareholders’ Meeting.”

About NHGGP

Nihon Global Growth Partners Management Inc. (“NHGGP”) is a long-term investor in Japanese listed companies that are growing rapidly in markets outside of Japan. Prior to founding NHGGP in 2018, its principals were involved in managing several private equity funds in Japan beginning in 2004. All of the principals’ prior private equity investments involved Japanese companies where a substantial portion of the growth was in markets outside of Japan. NHGGP manages private investment vehicles including the NHGGP Japan Opportunities Fund L.P., which was launched in 2021.