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Neutral
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Definitive
How definitive the wording is.This transaction
Additional recognition of joint coordinated actionCounterparty鈴木産業有限会社, Shinohara Hiroshi (篠原洋)
Disclosing companySAAF Holdings Co.,Ltd.
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. The number and attributes of its members are Not disclosed in this document
Conditions Precedent to ExecutionThe proposal concerning the implementation of this defensive measure must have been approved and passed at the extraordinary general meeting of shareholders held on 25 August 2026. If the Independent Committee issues a new recommendation, such as when the purchaser or other party withdraws its purchase or other proposal, the gratis allotment will be withheld or discontinued.
| Item | Details |
|---|---|
| Transaction name | Additional recognition of joint coordinated action |
| Counterparty name | 鈴木産業有限会社, Shinohara Hiroshi (篠原洋) |
| Name of the Subject Company | SAAFホールディングス株式会社 |
| Number of shares acquired | 鈴木産業有限会社: 1,202,900 shares (4.96% of voting rights); Shinohara Hiroshi (篠原洋): 28,500 shares (0.12% of voting rights) |
| Voting rights ownership percentage | Before 鈴木産業有限会社: 0%; Shinohara Hiroshi (篠原洋): 0% → after 鈴木産業有限会社: 4.96%; Shinohara Hiroshi (篠原洋): 0.12% |
| Date of board resolution | 9 September 2026 |
| Execution Date / Effective Date | 14 September 2026 (the gratis allotment of these stock acquisition rights is scheduled to be carried out) |
| Special Committee | An Independent Committee was established. The number and attributes of its members are Not disclosed in this document |
| Conditions Precedent to Execution | The proposal concerning the implementation of this defensive measure must have been approved and passed at the extraordinary general meeting of shareholders held on 25 August 2026. If the Independent Committee issues a new recommendation, such as when the purchaser or other party withdraws its purchase or other proposal, the gratis allotment will be withheld or discontinued. |
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.The attached recommendation document file contained deficiencies.
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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.
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