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M&A and Subsidiary Changes2908FUJICCO CO.,LTD.Food

Notice Regarding the Continuation and Partial Modification of the Policy for Responding to Acquisitions (Advance Warning-Type Rights Plan)

The existing takeover defense measures will be continued, and approval of a revised version will be sought at the next Annual General Meeting of Shareholders. A mechanism will be added under which, before any countermeasure is activated, a Special Independent Committee composed solely of outside directors will re-examine its legality and appropriateness.

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This transaction

Introduction (Adoption) and Continuation of This Plan
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeA Special Independent Committee is scheduled to be established. It will consist of all of the Company's outside directors, and as of the present time, all outside directors are expected to serve on the committee. Separately, the Corporate Value Assessment Committee consists of at least 3 outside experts, and currently has 3 members.
Conditions Precedent to ExecutionApproval of the introduction (adoption) of this plan by ordinary resolution at the 66th Annual General Meeting of Shareholders scheduled to be held in June 2026. With respect to the Special Independent Committee, resolutions on the appointment of its members and other matters at the next Annual General Meeting of Shareholders are conditions precedent.
This transaction
ItemDetails
Transaction nameIntroduction (Adoption) and Continuation of This Plan
Date of board resolution13 May 2026
Execution Date / Effective DateIf the introduction (adoption) of the plan is approved at the 66th Annual General Meeting of Shareholders scheduled to be held in June 2026 (planned)
Special CommitteeA Special Independent Committee is scheduled to be established. It will consist of all of the Company's outside directors, and as of the present time, all outside directors are expected to serve on the committee. Separately, the Corporate Value Assessment Committee consists of at least 3 outside experts, and currently has 3 members.
Conditions Precedent to ExecutionApproval of the introduction (adoption) of this plan by ordinary resolution at the 66th Annual General Meeting of Shareholders scheduled to be held in June 2026. With respect to the Special Independent Committee, resolutions on the appointment of its members and other matters at the next Annual General Meeting of Shareholders are conditions precedent.
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

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To better respect the rational views of shareholders and enhance the transparency of information disclosure. To ensure that shareholders have the information and time necessary to make a decision in preparation for a large-scale purchase that could impair corporate value or the common interests of shareholders.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Continuation and Partial Modification of the Policy for Responding to Acquisitions (Advance Warning-Type Rights Plan) | FUJICCO CO.,LTD. (2908) timely disclosure | Komori