Worth reading
20Immaterial
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This Plan (Response Measures Concerning Large-Scale Purchases of the Company's Shares (Takeover Defense Measures))TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeEstablished. The committee consists of 3 members selected from outside directors registered with the Tokyo Stock Exchange as independent officers: Yoshikawa Koji (吉川興治) (attorney and former public prosecutor), Saruwatari Tatsuhiko (猿渡辰彦) (former Representative Director and Executive Vice President of TOTO), and Sato Yoko (佐藤陽子) (certified public accountant and Audit and Supervisory Committee member).
Conditions Precedent to ExecutionApproval by shareholders at the 73rd annual general meeting of shareholders scheduled for 24 June 2026. The issuance of the stock acquisition rights if this plan is activated is also subject to the effectiveness of any notification required under the Financial Instruments and Exchange Act.
| Item | Details |
|---|---|
| Transaction name | This Plan (Response Measures Concerning Large-Scale Purchases of the Company's Shares (Takeover Defense Measures)) |
| Date of board resolution | 21 May 2026 |
| Execution Date / Effective Date | The plan will be continued subject to approval at the 73rd annual general meeting of shareholders scheduled for 24 June 2026. The specific effective date is Not disclosed |
| Special Committee | Established. The committee consists of 3 members selected from outside directors registered with the Tokyo Stock Exchange as independent officers: Yoshikawa Koji (吉川興治) (attorney and former public prosecutor), Saruwatari Tatsuhiko (猿渡辰彦) (former Representative Director and Executive Vice President of TOTO), and Sato Yoko (佐藤陽子) (certified public accountant and Audit and Supervisory Committee member). |
| Conditions Precedent to Execution | Approval by shareholders at the 73rd annual general meeting of shareholders scheduled for 24 June 2026. The issuance of the stock acquisition rights if this plan is activated is also subject to the effectiveness of any notification required under the Financial Instruments and Exchange Act. |
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
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.In light of changes in social and economic conditions and in the debate surrounding takeover defense measures, the purpose is to protect corporate value and the common interests of shareholders by securing time for shareholders to obtain information from a large-scale purchaser and make a decision, and to prevent control by an inappropriate party.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.