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

Determination of a Procedural Violation by the Purchaser, etc. under the Response Measures for Large-Scale Purchases (Takeover Response Policy)

The Independent Committee determined that a group of 16 specified shareholders qualified as the bidder(s) and recommended that procedural violations had occurred because they acquired additional shares without submitting the statement of intent required under the takeover defense measures. The Board of Directors also deemed this determination reasonable and indicated that the free allotment of share acquisition rights or other measures may be recommended going forward.

Worth reading
51Recurring
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
327800
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Acquisitions, etc. stipulated in this plan
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, Honda Toshiyuki (本多敏行), ミツワ樹脂工業株式会社, イーグルファンドSP4号有限責任事業組合
Disclosing companySAAF Holdings Co.,Ltd.
SAAFホールディングス株式会社Voting rights ownership percentageNumber of shares acquired 327,800 shares (number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn Independent Committee was established. Details of its size and composition: Not disclosed
Conditions Precedent to ExecutionIf the bidder(s) make acquisitions or similar purchases, they must submit a statement of intent at least 60 business days beforehand and may not carry out the acquisition or similar purchase until the Board of Directors resolves not to implement the free allotment of share acquisition rights or other measures.
This transaction
ItemDetails
Transaction nameAcquisitions, etc. stipulated in this plan
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, Honda Toshiyuki (本多敏行), ミツワ樹脂工業株式会社, イーグルファンドSP4号有限責任事業組合
Name of the Subject CompanySAAFホールディングス株式会社
Number of shares acquired327,800 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 21.69% → after 23.03%
Date of board resolution9 April 2026
Execution Date / Effective Date18 March 2026 (date on which the additional share acquisition was confirmed)
Special CommitteeAn Independent Committee was established. Details of its size and composition: Not disclosed
Conditions Precedent to ExecutionIf the bidder(s) make acquisitions or similar purchases, they must submit a statement of intent at least 60 business days beforehand and may not carry out the acquisition or similar purchase until the Board of Directors resolves not to implement the free allotment of share acquisition rights or other measures.
Items this document does not state (23)
Business 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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institutionManagement structure after acquisition

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.

At the time the takeover defense measures were introduced, this specified shareholder group held voting rights representing 20% or more. Although some members subsequently acquired additional shares, the group had not submitted the statement of intent required under those measures.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Determination of a Procedural Violation by the Purchaser, etc. under the Response Measures for Large-Scale Purchases (Takeover Response Policy) | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori