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Date of board resolution24 April 2026
Procedures and assumptions
Special CommitteeAn Independent Committee has been established. The committee has 3 members, Kosei Hidehiro (恒成秀洋), Takeuchi Toshiaki (竹内俊昭) and Sano Kiyoaki (佐野清明), all of whom are outside directors.
| Item | Details |
|---|---|
| Date of board resolution | 24 April 2026 |
| Special Committee | An Independent Committee has been established. The committee has 3 members, Kosei Hidehiro (恒成秀洋), Takeuchi Toshiaki (竹内俊昭) and Sano Kiyoaki (佐野清明), all of whom are outside directors. |
Items this document does not state (30)
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 institutionConditions Precedent to ExecutionManagement 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.Iwai Tsunehiko (岩井恒彦) retired as an outside director upon the conclusion of the Annual General Meeting of Shareholders due to the expiration of his term, and his term as an Independent Committee member also ended. Accordingly, Kosei Hidehiro (恒成秀洋), who was elected as an outside director to succeed him, was elected as a member of the Independent Committee.
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