3D Investment Partners Accuses Toho HD of ‘Unfair Process’ in Escalating Feud

TOKYO – February 09, 2026 – By Stephanie Kelly

The simmering tensions between activist shareholder 3D Investment Partners (3DIP) and Japanese pharmaceutical wholesaler Toho Holdings Co., Ltd. (Toho HD) have boiled over into a public confrontation. In a sharply worded press release, 3DIP accused Toho HD’s management of orchestrating an “unfair process” and creating an “artificially created emergency phase” to thwart its engagement efforts, escalating a dispute that strikes at the heart of corporate governance reform in Japan.

The Singapore-based investment firm today published its formal response to an extensive information request from Toho HD, which was triggered after 3DIP’s stake in the company surpassed a key threshold. Simultaneously, 3DIP revealed it has formally contacted Toho HD’s Nomination and Compensation Committee, raising concerns about the integrity of the upcoming CEO selection process. The move signals a significant escalation, taking the boardroom battle directly to fellow shareholders and the public.

An ‘Artificially Created Emergency’

The central point of contention is Toho HD’s activation of its “advance warning-type takeover defense measure,” a shareholder rights plan, or “poison pill,” implemented in October 2025. This policy is automatically triggered when any single entity’s ownership stake reaches 24%. 3DIP, which has steadily increased its holding, recently crossed this line, prompting Toho HD to demand detailed information about its intentions.

3DIP vehemently objects to being treated as a hostile acquirer. The firm argues that its purpose has always been “pure investment” coupled with a desire to provide constructive advice to management—not to seize control. As evidence, 3DIP points to a letter from July 2025 explicitly stating it had no intention of acquiring management control. More significantly, it claims that on August 8, 2025, it submitted a draft written pledge to cap its voting rights at 30%, and later set an even lower upper limit of 27% for its most recent acquisitions.

According to 3DIP, Toho HD’s management “intentionally refused to receive the above‑mentioned written pledge, avoided any dialogue or confirmation of the contents of the draft thereof, and concealed these facts from shareholders.” By ignoring these assurances and mechanically applying the 24% rule, 3DIP alleges that Toho HD has manufactured a crisis. “The current process is based on an ‘artificially created emergency phase’ by Toho HD’s management,” the investor stated, arguing its actions could never substantively constitute the “abusive Large-Scale Purchases” that such defense measures are designed to prevent.

The Activist’s Structural Dilemma

Compounding the issue, 3DIP expressed deep concerns about the nature of Toho HD’s information request, which contained 67 detailed questions. The firm claims the questions create a “structural dilemma” designed for a “pre-determined conclusion.”

“If we were to respond with detailed plans, Toho HD could arbitrarily interpret this as ‘evidence of intent to seize management control,’” 3DIP explained. “If we refrained from providing the details, Toho HD could delay the process by claiming ‘insufficient information.’”

3DIP asserts that since it does not intend to take control, it naturally does not possess the kind of detailed, post-acquisition management plans that Toho HD is demanding. The firm argues it is unreasonable to expect a non-controlling shareholder to develop strategic plans that are properly the responsibility of the company’s own board and management. Ironically, 3DIP claims, “the very fact that such unreasonable questions have been posed at this stage is itself the clearest evidence that we do not have any controlling influence over Toho HD’s management decision-making.”

A Battle for Governance and Succession

The conflict extends beyond share ownership into the fundamental principles of corporate governance and leadership. In a parallel move, 3DIP has formally requested meetings with Toho HD’s Nomination and Compensation Committee to discuss the process for selecting the next CEO. The investor is calling for a transparent process aligned with Japan’s Corporate Governance Code and for clear disclosure to all shareholders, signaling a lack of confidence in the board’s current handling of the critical transition.

This challenge to the CEO succession process highlights the depth of 3DIP’s concerns, which have evolved over time. The firm’s engagement reportedly began in March 2023 with proposals for value enhancement but shifted to a more defensive posture after it grew concerned about the company’s internal controls and risk management. By publicly questioning the CEO search, 3DIP is framing the dispute not merely as a disagreement over share purchases but as a necessary intervention to restore sound governance.

In its defense, Toho HD has previously stated that its takeover defense policy is designed to protect the interests of all shareholders by ensuring they have sufficient time and information to evaluate a large-scale purchase. The company has also established a “Governance Enhancement Special Committee” to provide objective advice on compliance and risk management. However, 3DIP’s latest salvo directly challenges the impartiality and effectiveness of these structures, urging the Independent Committee and Board of Directors “not to assist management in protecting its own interests, but instead to fairly and objectively review our responses.”

A Test for Corporate Japan

The high-profile clash between 3DIP and Toho HD is emblematic of the rising tide of shareholder activism in Japan. As investors, both foreign and domestic, become more assertive, traditional corporate defenses and opaque decision-making processes are coming under intense scrutiny. Poison pills, while legal, are often viewed critically by investors as tools for entrenching management rather than protecting shareholder value.

By taking its case public and publishing all related correspondence, 3DIP is making a direct appeal to other shareholders, asking them to review the primary documents rather than rely on what it calls “Toho HD’s unilateral interpretations.” This strategy places the ultimate decision in the hands of the broader market and puts significant pressure on Toho HD’s independent directors to demonstrate their allegiance is to shareholders, not incumbent management. The outcome of this battle will be closely watched as a bellwether for the future of shareholder rights and corporate governance reform across the nation.