ValueAct Japan Master Fund, one of the funds managed by ValueAct Capital Management, has formally asked Takara Holdings to call an extraordinary shareholder meeting to remove three outside directors and elect three replacements. Takara said it received the demand on 22 October 2026 and will disclose its response policy once it has decided one.
What ValueAct is asking for
An amended large shareholding report (No. 4), filed on 22 October with the Kanto Local Finance Bureau, changes the stated holding purpose. It gives 21 October 2026 as the date the reporting duty arose. The report says ValueAct Japan Master Fund plans to demand the meeting under Article 297(1) of the Companies Act and to propose removing three directors and electing three.
The report also sets out what ValueAct says it is not doing. The five joint filers say the candidates are independent of them and that they have not nominated themselves or their own officers or employees. They say the new directors would still fall short of a board majority if the proposals passed. They also say they do not seek control of Takara and are not asking Takara or related parties to buy back shares. These are ValueAct's own statements.
Takara's notice confirms the request came from ValueAct Japan Master Fund, which Takara says has held at least 3% of voting rights for six months or more. The agenda is the removal of three directors and the election of three.
The stake
The five joint filers hold 39,464,280 shares, or 20.01% of 197,252,043 shares outstanding at 21 October, against 19.01% in the previous report. The filing's 60-day trading section shows an off-market purchase of 900,000 shares on 26 August at ¥2,140 a share.
| Filer | Shares held | Holding ratio (%) |
|---|---|---|
| ValueAct Capital Management, L.P. | 0 | 0.00 |
| ValueAct Japan Master Fund, L.P. | 24,600,680 | 12.47 |
| ValueAct Strategic Master Fund III, L.P. | 11,769,730 | 5.97 |
| ValueAct Strategic Global Master Fund, L.P. | 1,766,670 | 0.90 |
| ValueAct Strategic Global Partners IV, L.P. | 1,327,200 | 0.67 |
| Total | 39,464,280 | 20.01 |
The case against the board
The demand letter, attached to Takara's notice, argues that the board has failed to oversee management. ValueAct says the medium-term plan that ended in March 2026 met none of its financial targets. It says return on equity fell to 4.6% in the last fiscal year, and that management expects it to stay below 5.0% this year. It says the bourbon whisky business accounts for more than 60% of consolidated operating profit.
ValueAct also criticises the board's approval of a tender offer for listed subsidiary Takara Bio, announced in February 2026, which it describes as value-destroying. It says the board refused its requests for dialogue in summer and autumn. These are ValueAct's assertions.
The mechanics
The letter asks for a meeting within eight weeks of its arrival. It also asks Takara to reply in writing by 6 November on the record-date announcement, the notice dispatch and the meeting date. If there is no reply, ValueAct says it will judge that convocation is unlikely to proceed without delay.
Each election proposal takes effect on condition that a vacancy arises against the seven-director limit in Takara's articles, whether through approval of the removal proposals in whole or in part or for other reasons. If there are more winning candidates than vacancies, those with more votes in favour take the seats. ValueAct says the board would stay at seven, four of them independent outside directors.
The candidates are a former JSR chief executive, a former golf-operator president who sits on another listed company's board, and a former global chief financial officer of a Suntory spirits business. ValueAct says all meet the Tokyo Stock Exchange's independence standards.
The filing says the demand and proposals could be withdrawn if governance and capital allocation strategy improve enough. Takara's notice sets no meeting date and says only that it will examine the request carefully.