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How definitive the wording is.This transaction
This proposalCounterparty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), エヌエーブイエフ・セレクト・マスター・ファンド・エルピー (NAVF Select (Master) Fund LP), 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 companyBunka Shutter Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution14 May 2026
Procedures and assumptions
Special CommitteeAn independent committee has been established, consisting of 5 independent outside directors who are independent from management.
Conditions Precedent to ExecutionThis proposal must be approved, and Dalton and its affiliates must subsequently be deemed to have commenced a large-scale purchase of shares or other equity securities without complying with the procedures prescribed in the Company's response policy. The recommendation of the independent committee at that time must be given the utmost respect.
| Item | Details |
|---|---|
| Transaction name | This proposal |
| 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), エヌエーブイエフ・セレクト・マスター・ファンド・エルピー (NAVF Select (Master) Fund LP), 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 |
| Voting rights ownership percentage | Before Approximately 19.93% (as of 10 June 2025) → after Approximately 21.01% (as of 1 April 2026) |
| Date of board resolution | 14 May 2026 |
| Special Committee | An independent committee has been established, consisting of 5 independent outside directors who are independent from management. |
| Conditions Precedent to Execution | This proposal must be approved, and Dalton and its affiliates must subsequently be deemed to have commenced a large-scale purchase of shares or other equity securities without complying with the procedures prescribed in the Company's response policy. The recommendation of the independent committee at that time must be given the utmost respect. |
Items this document does not state (26)
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 acquiredFunding 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.There is a specific possibility that Dalton and its affiliates may conduct a large-scale purchase of shares or other equity securities without following the procedures under the Company's response policy, which could impair the Company's medium- to long-term corporate value and the common interests of its shareholders. The proposal also seeks prior shareholder approval for the activation of defensive measures, respecting shareholder intent and taking into account the recommendation of the independent committee.
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