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M&A and Subsidiary Changes1447SAAF Holdings Co.,Ltd.Construction and Materials

Determination of Joint Concerted Action Concerning the Response Measures for Large-Scale Purchases (Takeover Response Policy)

The Company determined that joint concerted action concerning the Company's shares was being undertaken by 13 individual and corporate shareholders. The determination was made following a recommendation by the Independent Committee, and the Company indicated that it may implement countermeasures, including a gratis allotment of share acquisition rights.

Worth reading
36Immaterial
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
14.8
% (combined ownership ratio held by the B Company group and F Company group as of 21 January 2026)
Wording
Conditional
How definitive the wording is.

This transaction

Determination of Joint Concerted Action
CounterpartyMae Toshimori (前俊守), Asaka Yumiko (浅賀裕美子), Koshirakawa Mitsugu (小白川貢), 合同会社YN企画, 情報システム販売株式会社, 合同会社Happy horse, Suzuki Yoshimoto (鈴木祥元), Nomoto Yutaka (野本豊), アジア開発キャピタル株式会社, 株式会社セラ・インターナショナル, Hikabe Emiko (日壁惠美子), 株式会社アセットプロデュース, 株式会社TMフィナンシャルストラテジー
Disclosing companySAAF Holdings Co.,Ltd.
Subject of this transactionNumber of shares acquired The individual shareholdings of the Mae group, B Company group, F Company group and others are disclosed, but the total number of shares acquired by all shareholders subject to the determination is Not disclosed
Date of board resolution16 March 2026
Procedures and assumptions
Special CommitteeAn Independent Committee was established. The number and attributes of its members are Not disclosed in this document
Management structure after acquisitionThe document describes a shareholder proposal by Mae and others seeking the dismissal of the current management and the appointment of director candidates, but the post-transaction management structure is Not disclosed
This transaction
ItemDetails
Transaction nameDetermination of Joint Concerted Action
Counterparty nameMae Toshimori (前俊守), Asaka Yumiko (浅賀裕美子), Koshirakawa Mitsugu (小白川貢), 合同会社YN企画, 情報システム販売株式会社, 合同会社Happy horse, Suzuki Yoshimoto (鈴木祥元), Nomoto Yutaka (野本豊), アジア開発キャピタル株式会社, 株式会社セラ・インターナショナル, Hikabe Emiko (日壁惠美子), 株式会社アセットプロデュース, 株式会社TMフィナンシャルストラテジー
Number of shares acquiredThe individual shareholdings of the Mae group, B Company group, F Company group and others are disclosed, but the total number of shares acquired by all shareholders subject to the determination is Not disclosed
Date of board resolution16 March 2026
Special CommitteeAn Independent Committee was established. The number and attributes of its members are Not disclosed in this document
Management structure after acquisitionThe document describes a shareholder proposal by Mae and others seeking the dismissal of the current management and the appointment of director candidates, but the post-transaction management structure is Not disclosed
Items this document does not state (26)
Name of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company strongly inferred that Mae (前氏), f (f氏), the representative of Company B, and j (j氏), the beneficial controller of Company F, had coordinated their intentions toward regaining control of Mae's management. This conclusion was based on a comprehensive assessment of the fact that shareholders in the respective groups acquired the Company's shares around the same time, their mutual personnel, capital and financial relationships, and their past joint concerted actions and voting at other companies.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Determination of Joint Concerted Action Concerning the Response Measures for Large-Scale Purchases (Takeover Response Policy) | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori