Worth reading
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0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
Measures to Address Large-Scale Purchases of Our Shares (Takeover Response Policy) / This PlanTimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance
At the time this plan is continued, no countermeasures themselves will be taken. Accordingly, there will be no direct, specific impact on the legal rights or economic interests of shareholders and investors.
Procedures and assumptions
Special CommitteeEstablished. The committee will comprise at least 3 members selected from outside directors, outside corporate auditors and outside experts. Following the continuation of this plan, Iijima Yasuo (飯島康夫), Ito Hiroki (伊藤広樹) and Sakurai Hidenori (櫻井秀憲), all outside directors or outside corporate auditors, are expected to be appointed.
Conditions Precedent to ExecutionApproval by a majority of the voting rights held by shareholders present at the 70th Annual General Meeting of Shareholders scheduled for 25 June 2026. If countermeasures are to be implemented, it will be a prerequisite that the transaction qualifies as a prescribed large-scale purchase, that the independent committee's recommendations following consultation be respected, and, depending on the circumstances, that approval be obtained at a general meeting of shareholders to confirm shareholder intent.
| Item | Details |
|---|---|
| Transaction name | Measures to Address Large-Scale Purchases of Our Shares (Takeover Response Policy) / This Plan |
| Impact on Business Performance | At the time this plan is continued, no countermeasures themselves will be taken. Accordingly, there will be no direct, specific impact on the legal rights or economic interests of shareholders and investors. |
| Date of board resolution | 20 May 2026 |
| Execution Date / Effective Date | 25 June 2026 (scheduled; subject to approval at this Annual General Meeting of Shareholders) |
| Special Committee | Established. The committee will comprise at least 3 members selected from outside directors, outside corporate auditors and outside experts. Following the continuation of this plan, Iijima Yasuo (飯島康夫), Ito Hiroki (伊藤広樹) and Sakurai Hidenori (櫻井秀憲), all outside directors or outside corporate auditors, are expected to be appointed. |
| Conditions Precedent to Execution | Approval by a majority of the voting rights held by shareholders present at the 70th Annual General Meeting of Shareholders scheduled for 25 June 2026. If countermeasures are to be implemented, it will be a prerequisite that the transaction qualifies as a prescribed large-scale purchase, that the independent committee's recommendations following consultation be respected, and, depending on the circumstances, that approval be obtained at a general meeting of shareholders to confirm shareholder intent. |
Items this document does not state (26)
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)Contract 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.To secure the information and time necessary for shareholders to make an appropriate decision in the event of a large-scale purchase, and to enable the Board of Directors to present alternative proposals and negotiate with the large-scale purchaser. The policy is also intended to deter inappropriate large-scale purchases that could harm corporate value or the common interests of shareholders.
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