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How definitive the wording is.This transaction
Date of board resolution12 June 2026
Procedures and assumptions
Special CommitteeAn Independent Committee has been established. The number of newly appointed members is 2.
Conditions Precedent to ExecutionYasushi Okawara (大河原泰) and Kyoko Nakamura (中村京子) must be elected, respectively, as an outside director and an outside director serving as an Audit and Supervisory Committee Member at the 101st Ordinary General Meeting of Shareholders scheduled for 25 June 2026.
| Item | Details |
|---|---|
| Date of board resolution | 12 June 2026 |
| Special Committee | An Independent Committee has been established. The number of newly appointed members is 2. |
| Conditions Precedent to Execution | Yasushi Okawara (大河原泰) and Kyoko Nakamura (中村京子) must be elected, respectively, as an outside director and an outside director serving as an Audit and Supervisory Committee Member at the 101st Ordinary General Meeting of Shareholders scheduled for 25 June 2026. |
Items this document does not state (29)
Transaction nameCounterparty 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 DateExecution Date / Effective 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.Hiroyasu Ishikawa (石川博康), an Independent Committee member, is scheduled to retire as an outside director serving as an Audit and Supervisory Committee Member upon expiration of the term of office, and will also retire as an Independent Committee member.
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