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

Additional Determination of Concerted Action under the Measures Concerning Large-Scale Purchases (Policy for Responding to Acquisitions)

Following a recommendation from the independent committee, the Company additionally determined that 鈴木産業有限会社 and Shinohara Hiroshi (篠原 洋) are acting jointly and in concert with the previously designated specific shareholder group. The voting rights ratio of the group, including both parties, is 31.05%, and a free allotment of stock acquisition rights is planned.

Worth reading
53Recurring
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
31.05
Voting rights ratio (specific shareholder group including shareholders subject to the additional determination)
Wording
Conditional
How definitive the wording is.

This transaction

Additional recognition of joint coordinated action
Voting rights ownership percentage25.97% → 31.05%
Number of shares acquired鈴木産業有限会社: 1,202,900 shares (4.96% voting rights); Shinohara Hiroshi (篠原 洋): 28,500 shares (0.12% voting rights). Individual voting rights were not disclosed.
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeEstablished. An independent committee composed solely of individuals independent from the management responsible for business execution. The number of members was not disclosed.
Conditions Precedent to ExecutionAt the extraordinary general meeting of shareholders held on 25 August 2026, the proposal to trigger this defensive measure was approved and adopted. If the independent committee issues a new recommendation, such as where the purchaser or other party withdraws its purchase or other acquisition, the free allotment is scheduled to be withheld or cancelled.
This transaction
ItemDetails
Transaction nameAdditional recognition of joint coordinated action
Number of shares acquired鈴木産業有限会社: 1,202,900 shares (4.96% voting rights); Shinohara Hiroshi (篠原 洋): 28,500 shares (0.12% voting rights). Individual voting rights were not disclosed.
Voting rights ownership percentageBefore 25.97% → after 31.05%
Date of board resolution8 September 2026
Execution Date / Effective DateA free allotment of Series 1-A Stock Acquisition Rights is scheduled for all shareholders listed or recorded in the final shareholder register as of 14 September 2026. The specific allotment date was not disclosed.
Special CommitteeEstablished. An independent committee composed solely of individuals independent from the management responsible for business execution. The number of members was not disclosed.
Conditions Precedent to ExecutionAt the extraordinary general meeting of shareholders held on 25 August 2026, the proposal to trigger this defensive measure was approved and adopted. If the independent committee issues a new recommendation, such as where the purchaser or other party withdraws its purchase or other acquisition, the free allotment is scheduled to be withheld or cancelled.
Items this document does not state (25)
Counterparty nameName 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 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.

The independent committee's investigation confirmed personal and economic relationships with the previously designated shareholders, commonality in the timing of share acquisitions, and consistent voting at the extraordinary general meeting of shareholders, among other matters, leading to a reasonable inference of joint and concerted action. The Board of Directors assessed the independent committee's recommendation as reasonable, finding no particular circumstances that would refute it.

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Additional Determination of Concerted Action under the Measures Concerning Large-Scale Purchases (Policy for Responding to Acquisitions) | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori