Last Updated: 6 June 2020
Alphaleo Holdings G.K. (“Alphaleo HD”) has filed the injunction case with Tokyo District Court against unlawful action of directors of Inui Global Logistics under Article 360 of the Companies Act of Japan on June 5th 2020.
The Board of Directors of Inui Global Logistics (“Inui”) has resolved on May 27, 2020 to request Alphaleo HD to provide information (the “Request for Information”). At the Annual General Meeting of Shareholders of Inui (the “AGM”) to be held on June 19, 2020, a proposal on whether or not to approve the Request of Information by Board of Directors to Alphaleo HD (Proposal No. 3) will be discussed and voted. In response to this, asserting that it is in violation of laws and regulations and the Articles of Incorporation for making Request for Information and putting Proposal No. 3 on agenda, Alphaleo HD has filed an injunction for the unlawful acts by directors based on the following reasons.
The main reasons why Alphaleo HD filed the injunction case.
(1) The information requested in the Request for Information is almost the same as the information requested when the Inui’s takeover defense plan is invoked, and in effect, the Proposal No.3 is to invoke “the takeover defense plan against a person who does not meet the requirements for triggering the takeover defense plan”." Alphaleo HD holds approximately 29% of outstanding shares, and does not fall under the category of “large-scale purchaser”, so it does not meet the requirements for triggering takeover defense plan.
(2) It is illegal to enforce the Request for Information to particular shareholder(s) by a majority vote, violating the principle of equality of shareholders and the rights of particular shareholder(s).
(3) Although we are not an investment manager/advisory company and are not in a position to accept the Japanese stewardship codes, Inui is trying to make the Request of Information by disseminating the false information that Alphaleo accepted Japanese stewardship codes.
(4) On October 28, 2019 (last year), we submitted our answers to the questions from the Inui’s board of directors, and already provided them with sufficient information. The answers are disclosed on the website of Inui. Since November last year, it is the Inui’s board of directors who has refused to talk with us.
When we have any new items necessary to be disclosed, we will post them on the website of “Alphaleo Holdings GK” (https://www.alphaleo-hd.jp/).
Alphaleo Holdings GK