TOKYO, March 10, 2025–(BUSINESS WIRE)–Kaname Capital (“We,” “Our,” “Us”) submitted an open letter on February 18th with eight questions of concern regarding the MBO announced by PROTO Corporation (“PROTO Corporation” or “the Company”) by its founder, Chairman Yokoyama. In the spirit of “fair disclosure,” we requested PROTO Corporation publish its response to our questions by 5 p.m. on February 28. Although a response was sent directly to us by the deadline, we have not publicly confirmed the Company’s reply until today.1
Despite our intention to make any new information contained on the Company’s reply to our open letter available to all shareholders, the company decided that “fair disclosure” allowed them to base their answers solely on previously disclosed materials, thereby actively avoiding addressing our concerns around the motives, process and price of the MBO. In an ironic twist, we were also requested by PROTO Corporation to keep their response to us private. The Company has chosen two ways to thwart the real meaning of “fair disclosure.” This compels us to act.
Our open letter and request for the response to be made in public forum by the 28th was designed to honor our understanding of “fair disclosure;” a responsibility to make the Company’s response and any new information available to all at the same time. However, considering the conditions imposed on us by the Company, we have decided, despite the Company’s twisted logic, not to make their response public in accordance with their wishes.
Frustrated by the lack of engagement with our questions in the Company’s boilerplate response, we requested an opportunity to directly discuss our concerns about the MBO with the Special Committee. However, the Special Committee demanded that we submit a written statement detailing our questions 15 hours prior to the Company notifying us of any meeting date (at noon two business days prior to the meeting date) and stated that they could only answer any questions based on the contents of documents that had already been disclosed. Despite the obligation of the Special Committee to serve in the interest of all shareholders, by refusing substantive dialogue with us, the largest minority interest shareholder, the Special Committee have revealed their intent to protect Chairman Yokoyama’s motives, conflicts and price above the interests of all other shareholders.
Moreover, since the release of our February 18th open letter, we have received numerous messages of support for our position, as well as concerns about the MBO and worries about the future of the company from employees, former employees, individual shareholders, and institutional investors. Through these communications we are even more resolved to oppose Chairman Yokoyama’s MBO, making it our mission as the largest minority shareholder to represent the voices of those who find it difficult to speak up directly to the Special Committee and the Board of Directors.
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