Worth reading
19Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
Continuation of this plan (Measures Against Large-Scale Purchases of Our Shares (Takeover Response Policy))TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Procedures and assumptions
Special CommitteeEstablished. The independent committee will consist of 3 or more members selected from among outside directors, corporate executives with extensive management experience, attorneys, certified public accountants and academic experts. There will be 3 candidates for committee membership upon this continuation, with their backgrounds indicated as including outside directors, Audit and Supervisory Committee members, certified public accountants and attorneys.
Conditions Precedent to ExecutionApproval of the continuation of this plan by ordinary resolution at the 75th Annual General Meeting of Shareholders scheduled for 23 June 2026.
Management structure after acquisitionThe rules require the large-scale purchaser to provide the management policies and business plans intended for our group after completion of the large-scale purchase, as well as policies toward customers, suppliers, local communities, employees and other stakeholders. Specific changes to the corporate name, representative and employee treatment are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Continuation of this plan (Measures Against Large-Scale Purchases of Our Shares (Takeover Response Policy)) |
| Date of board resolution | 15 May 2026 |
| Execution Date / Effective Date | Subject to approval of the continuation of this plan by the 75th Annual General Meeting of Shareholders scheduled for 23 June 2026, through the conclusion of the annual general meeting of shareholders scheduled for June 2028 (予定) |
| Special Committee | Established. The independent committee will consist of 3 or more members selected from among outside directors, corporate executives with extensive management experience, attorneys, certified public accountants and academic experts. There will be 3 candidates for committee membership upon this continuation, with their backgrounds indicated as including outside directors, Audit and Supervisory Committee members, certified public accountants and attorneys. |
| Conditions Precedent to Execution | Approval of the continuation of this plan by ordinary resolution at the 75th Annual General Meeting of Shareholders scheduled for 23 June 2026. |
| Management structure after acquisition | The rules require the large-scale purchaser to provide the management policies and business plans intended for our group after completion of the large-scale purchase, as well as policies toward customers, suppliers, local communities, employees and other stakeholders. Specific changes to the corporate name, representative and employee treatment are not disclosed. |
Items this document does not state (26)
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 institution
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.Following consideration in light of changes in circumstances and other factors, we determined that this plan remains necessary to protect corporate value and, ultimately, the common interests of shareholders. The plan is also intended to ensure that shareholders have the information and time needed to make a decision if a takeover proposal is made, and that the Board of Directors has an opportunity to consider and negotiate alternative proposals.
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.
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