This transaction
This Plan (policy for responding to large-scale acquisition and other actions)The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
The Company operates across a broad range of industries in the Chemicals businesses, comprising adhesives, fine powders, specialty functional materials and processed products, and in the Equipment Systems businesses, covering plant engineering, heat-transfer media and maintenance.
| Item | Details |
|---|---|
| Transaction name | This Plan (policy for responding to large-scale acquisition and other actions) |
| Counterparty name | Axium Capital Pte. Ltd. |
| Name of the Subject Company | Soken Chemical & Engineering Co.,Ltd. |
| Business Description of the Subject Company | The Company operates across a broad range of industries in the Chemicals businesses, comprising adhesives, fine powders, specialty functional materials and processed products, and in the Equipment Systems businesses, covering plant engineering, heat-transfer media and maintenance. |
| Voting rights ownership percentage | Before 6.72% → after 22.60% |
| Date of board resolution | 24 July 2026 |
| Execution Date / Effective Date | 24 July 2026 (effective date of this Plan) |
| Special Committee | An independent committee has been established, with 3 independent outside directors, Izumi Koki (泉弘毅), Asano Keiko (浅野恵子) and Nakase Michiyuki (中瀬道行), appointed as its members. |
| Conditions Precedent to Execution | The proposal concerning the implementation of countermeasures must be approved at a shareholders' meeting to confirm shareholder intent, and the large-scale acquisition and other actions must not be discontinued or withdrawn. If the large-scale acquirer fails to comply with the prescribed procedures, countermeasures may in some cases be implemented without convening a shareholders' meeting to confirm shareholder intent. |
Items this document does not state (23)
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.Axium has continued rapidly accumulating shares without adequately explaining the purpose of its acquisitions or its policy for involvement in management after the acquisitions, creating a risk of harm to the Company's corporate value and the common interests of its shareholders. The Company also cited the need to secure the information and time for consideration necessary for shareholders to determine whether the large-scale acquisition is appropriate, and to enable the Company's Board of Directors to negotiate and discuss matters with the acquirer.