Oasis Condemns DIC’s Decision to Relocate Some of Its Most Valuable Art Works to the Facilities of International House of Japan, a Member-only Club With Close Ties to Mr. Kawamura
* Oasis is extremely concerned with DIC’s decision to relocate the Rothko Seagram Murals it owns to the I-House Building, operated by IHJ, a member-only club with close ties to Mr. Yoshihisa Kawamura
* We support space to encourage "quiet reflection among people who may be facing discord, expand empathy, and deepen mutual understanding" – however, this does not need to be done with assets of a listed Company in excess of JPY 100 Bn, as it is an extreme misallocation of Company assets. With DIC’s market capitalization at JPY 310 Billion, these post-war American pieces of art represent over 30% of that capitalization, which is highly inappropriate.
* "Experts and Advisors" selected to provide advice to DIC and the International House of Japan are also close to Mr. Yoshihisa Kawamura’s inner circle
* Oasis views DIC’s series of actions as an apparent attempt to deprive shareholders of their rightful assets and effectively transfer wealth and/or control of the assets to facilities Mr. Yoshihisa Kawamura’s influence
* Oasis urges DIC shareholders to vote AGAINST Chairman Ino and CEO Ikeda and vote FOR Oasis’s shareholder proposals to amend the articles of incorporation to enhance monitoring of related-party transactions
* Oasis sends further questions to DIC. DIC has failed to answer our open letter questions to date
HONG KONG, March 13, 2025--(BUSINESS WIRE)--Oasis Management Company Ltd. ("Oasis") is the manager to funds that beneficially own approximately 11.5% of Japan ink and chemical products manufacturer DIC Corporation (4631 JT) ("DIC" or the "Company"). Oasis has adopted the Japan FSA’s "Principles of Responsible Institutional Investors" (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with its investee companies.
As a large shareholder of DIC, Oasis has been increasingly concerned about the corporate governance deficiencies caused by Mr. Kawamura’s reign and the conflicts of interest that his position has created.
A further example of such conflicts became evident on March 12, 2025, when DIC announced that it will be partnering with The International House of Japan, Inc. ("IHJ") to relocate the artworks owned by the Company to a new facility to be constructed by IHJ. IHJ is a member-only club located in Roppongi, Tokyo in its "I-House Building". We are extremely concerned with DIC’s decision to partner with IHJ because of IHJ’s close ties to Mr. Yoshihisa Kawamura.
Oasis understands that Mr. Kawamura, who appears to be a member of IHJ, is very close to IHJ . Some examples showing the close ties between IHJ and Mr. Kawamura, beyond his being a member of the private IHJ, include:
Mr. Yoshihisa Kawamura is a founding member of the Asia Society Japan ("ASJ"), which is an organization with a very close relationship with IHJ. He is also a committee member of ASJ’s Arts and Culture Committee.
ASJ was established based on a partnership agreement between IHJ and Asia Society.
The Chairman of IHJ, Mr. James Kondo, is also serving as the Representative Director of ASJ, which means both organizations are led by the same person.
ASJ has been headquartered in the I-House Building since its founding, i.e., IHJ and ASJ have the same address.
Many of the programs organized by IHJ and ASJ are co-organized by the two entities.
Further, Ms. Jenifer Rogers, who serves as the Co-Chair of ASJ’s Arts and Culture Committee, is also a trustee of IHJ.
Mr. Yoshihisa Kawamura was a judge for the "Japan Traditional Craft Revitalization Contest", which took place in the I-House Building and was co-organized by ASJ which has a close relationship with IHJ.
The Kawamura Arts and Cultural Foundation, a foundation controlled by the Kawamura Family, has held multiple gatherings at the I-House Building.
Mr. Kawamura, who is an alumnus of NYU Stern, has hosted the NYU Stern Japan alumni gathering at the I-House Building.
We are also concerned about the "Experts and Advisors" that DIC and IHJ have selected "to seek guidance and cooperation" on this effort to relocate the artworks to the I-House Building. Many of the so-called "Experts and Advisors" seem to be close friends of Mr. Yoshihisa Kawamura. (Underlined below are "Experts and Advisors" selected by DIC):
An Expert, Mr. Takeo Obayashi, is a councilor of the Kawamura Arts and Cultural Foundation, a foundation controlled by the Kawamura Family;
Additionally, Mr. Kawamura serves as a trustee of the Obayashi Foundation, a foundation controlled by Mr. Takeo Obayashi’s family, together with Ms. Kyoko Mori, another Expert;
Mr. Takeo Obayashi also serves as a trustee of the Mori Art Museum, a museum headed and controlled by Ms. Kyoko Mori and her family;
Another expert, Ms. Mami Kataoka, Director of the Mori Art Museum, is a subordinate of Ms. Kyoko Mori and also a trustee of IHJ; and
Mr. Kawamura was one of the key founding members of the "Post Covid Arts Foundation", together with co-founders, Mr. Kohei Terada, Mr. Takeo Obayashi, and Ms. Yoshiko Mori, mother of Ms. Kyoko Mori.
Oasis views DIC’s series of actions to be an apparent attempt to deprive shareholders of their rightful assets and effectively transfer wealth and/or control of the assets to an inner circle of people and organizations under Mr. Kawamura’s influence.
In light of this apparent further act of conflicting with shareholders’ interests, Oasis urges all shareholders to:
Vote AGAINST Chairman Ino and CEO Ikeda, who led the series of decision making; and
Vote FOR the Oasis’s shareholder proposal to amend the articles of incorporation to enhance monitoring of related party transactions.
Further, DIC has failed to answer to the open letter questions that we sent on March 3, 2025, which we asked to be answered by March 10, 2025 to date. In addition to the 13 questions already posed, Oasis requests DIC to publicly answer the below questions by March 17, 2025:
14.
In past disclosures, DIC has stated that "to avoid conflicts of interest", "Mr. Kawamura did not take part in the board resolution regarding the future of the Museum." Was Mr. Kawamura involved in the discussions at the board meetings, or did he take part, influence or advise in the decision-making process in any other way?
15.
How did DIC find the "Experts and Advisors"? Were they introduced to DIC by Mr. Kawamura?
16.
How was DIC introduced to IHJ? Was DIC introduced to IHJ by Mr. Kawamura?
17.
Was the Board, especially the outside directors, aware of the close relationship between IHJ, ASJ and Mr. Kawamura, as well as the close relationship between the "Experts and Advisors" and Mr. Kawamura?
18.
What role has Mr. Kawamura played at IHJ in general, and specifically for this DIC’s partnership with IHJ?
19.
Does DIC maintain ownership of these assets? Is DIC putting additional restrictions on these assets? What value is DIC receiving if additional restrictions are being placed on the assets?
For more information, please visit DICcorpgov.com. We welcome all stakeholders to contact Oasis at info@DICcorpgov.com to help improve DIC’s corporate governance.
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Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s "Principles for Responsible Institutional Investors" (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies.
The information and opinions contained in this press release (referred to as the "Document") are provided by Oasis Management Company ("Oasis") for informational or reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder’s rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except in the event that Oasis expressly enters into the agreement as a joint holder requiring such disclosure, Oasis does not intend to take any action triggering reporting obligations as a Joint Holder. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.
