Measures in Response to Large-Scale Purchases
First written in FY2016. 10 of 12 entries say "Restated". Latest entry: FY2021.
- FY2021SoftenedAnnual report
「With respect to any party seeking to make a large-scale purchase of the Company's shares, the Company will seek to ensure that shareholders have the information and time necessary to decide whether the purchase should proceed, disclose the opinions of the Company's Board of Directors and take appropriate measures in accordance with the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
The description has been reorganized from the previously stated 20% threshold and specific procedures involving an Independent Committee to a general explanation focused on securing information and time for shareholders to make a decision and disclosing the Board of Directors' opinion. - FY2020-Q3RestatedAnnual report
「A purchaser seeking to make a large-scale purchase of the Company's shares will be required to provide the information necessary for shareholders to make an appropriate decision on whether the purchase should proceed, and the information will be disclosed. The Company will also disclose the opinions of the Company's Board of Directors and take appropriate measures within the scope of the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
Reconfirms the basic policy of disclosing information necessary for shareholders to make a decision on a large-scale purchase and the Board of Directors' opinion. - FY2020-Q2RestatedAnnual report
「A purchaser seeking to make a large-scale purchase of the Company's shares will be required to provide the information necessary for shareholders to make an appropriate decision on whether the purchase should proceed, and the information will be disclosed. The Company will also disclose the opinions of the Company's Board of Directors and take appropriate measures within the scope of the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
Reconfirms the basic policy of providing and disclosing information necessary for shareholders to make a decision on a large-scale purchase, together with the disclosure of the Board of Directors' opinion. - FY2020-Q1RestatedAnnual report
「A purchaser seeking to make a large-scale purchase of the Company's shares will be required to provide the information necessary for shareholders to make an appropriate decision on whether the purchase should proceed, and the information will be disclosed. The Company will also disclose the opinions of the Company's Board of Directors and take appropriate measures within the scope of the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
Reconfirms the basic policy of providing and disclosing information necessary for shareholders to make a decision on a large-scale purchase, together with the disclosure of the Board of Directors' opinion. - FY2019RestatedAnnual report
「A purchaser seeking to make a large-scale purchase of the Company's shares will be required to provide the information necessary for shareholders to make an appropriate decision on whether the purchase should proceed, and the information will be disclosed. The Company will also disclose the opinions of the Company's Board of Directors and take appropriate measures within the scope of the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
Discloses the basic policy of providing and disclosing information necessary for shareholders to make a decision on a large-scale purchase, together with the disclosure of the Board of Directors' opinion. - FY2018RestatedAnnual report
「Specifically, a purchaser seeking to acquire shares representing 20% or more of the total number of issued shares of the Company, or to conduct a tender offer, must submit the necessary information to the Company's Board of Directors in advance. Meanwhile, the Company's Board of Directors will establish an Independent Committee comprising at least 3 highly independent members who are either (i) Outside Directors of the Company or (ii) outside experts. After independently obtaining advice from external experts and others, the Independent Committee will examine the purchase proposal, disclose information to shareholders, present alternative proposals through the Company's Board of Directors, and negotiate with the purchaser.」
Reconfirms takeover defense measures covering large-scale purchases of 20% or more, including the advance submission of information, an Independent Committee and advice from external experts. - FY2018-Q3RestatedAnnual report
「Specifically, a purchaser seeking to acquire shares representing 20% or more of the total number of issued shares of the Company, or to conduct a tender offer, must submit the necessary information to the Company's Board of Directors in advance. Meanwhile, the Company's Board of Directors will establish an Independent Committee comprising at least 3 highly independent members who are either (i) Outside Directors of the Company or (ii) outside experts. After independently obtaining advice from external experts and others, the Independent Committee will examine the purchase proposal, disclose information to shareholders, present alternative proposals through the Company's Board of Directors, and negotiate with the purchaser.」
Reconfirms takeover defense measures covering large-scale purchases of 20% or more, including the advance submission of information, an Independent Committee and advice from external experts. - FY2018-Q2RestatedAnnual report
「Specifically, a purchaser seeking to acquire shares representing 20% or more of the total number of issued shares of the Company, or to conduct a tender offer, must submit the necessary information to the Company's Board of Directors in advance. Meanwhile, the Company's Board of Directors will establish an Independent Committee comprising at least 3 highly independent members who are either (i) Outside Directors of the Company or (ii) outside experts. After independently obtaining advice from external experts and others, the Independent Committee will examine the purchase proposal, disclose information to shareholders, present alternative proposals through the Company's Board of Directors, and negotiate with the purchaser.」
Reconfirms takeover defense measures covering large-scale purchases of 20% or more, including an Independent Committee and the advance submission of information. - FY2018-Q1RestatedAnnual report
「Specifically, a purchaser seeking to acquire shares representing 20% or more of the total number of issued shares of the Company, or to conduct a tender offer, must submit the necessary information to the Company's Board of Directors in advance.」
Reconfirms the takeover defense measures covering large-scale purchases of 20% or more and procedures including the advance submission of information. - FY2017RestatedAnnual report
「To secure and enhance the Company's corporate value and the common interests of its shareholders, the Company updated its Response Measures to Large-Scale Acquisitions of the Company's Shares (Takeover Defense Measures), with shareholder approval at the Annual General Meeting of Shareholders held in June 2016. Specifically, a purchaser seeking to acquire shares representing 20% or more of the total number of issued shares of the Company, or to conduct a tender offer, must submit the necessary information to the Company's Board of Directors in advance.」
Reconfirms the takeover defense measures updated in June 2016 and the procedures relating to large-scale purchases of 20% or more. - FY2017-Q2RestatedAnnual report
「To secure and enhance the Company's corporate value and the common interests of its shareholders, the Company updated its Response Measures to Large-Scale Acquisitions of the Company's Shares (Takeover Defense Measures), with shareholder approval at the 33rd Annual General Meeting of Shareholders held on 22 June 2016. Specifically, a purchaser seeking to acquire shares representing 20% or more of the total number of issued shares of the Company, or to conduct a tender offer, must submit the necessary information to the Company's Board of Directors in advance.」
Reiterates the takeover defense measures updated in June 2016 and the procedures covering large-scale purchases of 20% or more. - FY2016First statedAnnual report
「The purpose of this plan is to secure and enhance the Company's corporate value and the common interests of its shareholders by clarifying the procedures to be followed if a large-scale purchase of the Company's shares is made, ensuring that shareholders have the necessary and sufficient information and time to make an appropriate decision, and securing an opportunity to negotiate with the purchaser. Specifically, a purchaser seeking to acquire shares representing 20% or more of the total number of issued shares of the Company, or to conduct a tender offer, must submit the necessary information to the Company's Board of Directors in advance.」
Discloses the update approved at the shareholders' meeting held on 22 June 2016, procedures covering large-scale purchases of 20% or more, and the involvement of the Independent Committee.