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These defensive measuresCounterpartyダルトン・インベストメンツ・インク (Dalton Investments, Inc.), ニッポン・アクティブ・バリュー・ファンド (NIPPON ACTIVE VALUE FUND PLC), NAVF Select LLC, ダルトン・インベストメンツ・エルエルシー (Dalton Investments LLC), ダルトン・アドバイザリー株式会社, Rosenwald Capital Management, Inc., ライジング・サン・マネジメント (Rising Sun Management Ltd.), Hikari Acquisition, Michael 1925, JMBO Fund Limited
Disclosing companyASKA Pharmaceutical Holdings Co.,Ltd.
Date of board resolution25 May 2026
Procedures and assumptions
Special CommitteeAn Independent Committee was established. It consists of 3 independent outside directors who are independent from management.
Conditions Precedent to ExecutionApproval and adoption of this proposal at the Annual General Meeting of Shareholders scheduled for 24 June 2026, and recognition that Dalton and its affiliates have commenced large-scale purchase activities, etc. without complying with the procedures stipulated in the response policy.
| Item | Details |
|---|---|
| Transaction name | These defensive measures |
| Counterparty name | ダルトン・インベストメンツ・インク (Dalton Investments, Inc.), ニッポン・アクティブ・バリュー・ファンド (NIPPON ACTIVE VALUE FUND PLC), NAVF Select LLC, ダルトン・インベストメンツ・エルエルシー (Dalton Investments LLC), ダルトン・アドバイザリー株式会社, Rosenwald Capital Management, Inc., ライジング・サン・マネジメント (Rising Sun Management Ltd.), Hikari Acquisition, Michael 1925, JMBO Fund Limited |
| Date of board resolution | 25 May 2026 |
| Special Committee | An Independent Committee was established. It consists of 3 independent outside directors who are independent from management. |
| Conditions Precedent to Execution | Approval and adoption of this proposal at the Annual General Meeting of Shareholders scheduled for 24 June 2026, and recognition that Dalton and its affiliates have commenced large-scale purchase activities, etc. without complying with the procedures stipulated in the response policy. |
Items this document does not state (27)
Name 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.The Company believes that Dalton and its affiliates have a specific intention to conduct a tender offer to acquire up to 45% of the Company's shares, among other actions, without complying with the procedures stipulated in the response policy. The Company considers activation of defensive measures necessary because transactions led by a private equity fund, including a management buyout (MBO) and transactions involving reciprocal investment, could impair the Company's financial foundation, investment in research and development, product development and stable supply, and the interests of general shareholders.
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