Komori
M&A and Subsidiary Changes1975ASAHI KOGYOSHA CO.,LTD.Construction and Materials

Update to the Company's Response Policy Regarding Large-Scale Purchases of Its Shares and Other Securities (Takeover Defense Measures)

The Board of Directors has decided to update the existing takeover defense measures with partial revisions. Subject to approval at the ordinary general meeting of shareholders scheduled for June 2026, the updated measures will remain effective until the conclusion of the ordinary general meeting of shareholders scheduled for June 2029. The main revision is to clarify that groups that effectively act in concert to acquire additional shares, even without an explicit agreement, will be covered by the large-scale purchase rules.

Worth reading
74In focus
Scored from 1 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

This transaction

Update to the Policy Regarding Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Defense Measures)
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee will have at least 3 independent members. The candidates listed for the update comprise 3 outside directors and 1 outside expert, for a total of 4 members.
Conditions Precedent to ExecutionApproval of the update to the policy at the ordinary general meeting of shareholders
This transaction
ItemDetails
Transaction nameUpdate to the Policy Regarding Large-Scale Purchases of the Company's Shares and Other Securities (Takeover Defense Measures)
Date of board resolution14 May 2026
Execution Date / Effective DateEffective subject to approval of the update to the policy at the ordinary general meeting of shareholders scheduled for June 2026 (specific date not stated)
Special CommitteeAn independent committee will be established. The committee will have at least 3 independent members. The candidates listed for the update comprise 3 outside directors and 1 outside expert, for a total of 4 members.
Conditions Precedent to ExecutionApproval of the update to the policy at the ordinary general meeting of shareholders
Items this document does not state (27)
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 periodNumber of shares acquiredVoting rights ownership percentageFunding 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 purpose is to deter inappropriate large-scale purchases that could harm corporate value and the common interests of shareholders, and to secure the information and time shareholders need to make a decision. The company also states that it has clarified the scope of covered share acquisitions to reflect recent forms of nimble share accumulation and the Ministry of Economy, Trade and Industry's Guidelines for Corporate Takeovers.

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.
Update to the Company's Response Policy Regarding Large-Scale Purchases of Its Shares and Other Securities (Takeover Defense Measures) | ASAHI KOGYOSHA CO.,LTD. (1975) timely disclosure | Komori