Protecting Corporate Value and the Common Interests of Shareholders through Large-Scale Purchase Rules and Takeover Defense Measures
First written in FY2016. 11 of 14 entries say "Restated". Latest entry: FY2025.
- FY2025Set the continuation period for the policy on responding to takeoversAnnual report
「The Company has proposed, as an agenda item for the annual general meeting of shareholders scheduled for 25 June 2025, the continuation of the policy on responding to large-scale purchases of the Company's shares (policy on responding to takeovers). If the proposal is approved and adopted, the policy will continue until the annual general meeting of shareholders scheduled for June 2028.」
A proposal has been submitted to maintain the framework of the large-scale purchase rules, the Independent Committee, and maximum review periods of 60 or 90 days, and to continue the policy on responding to takeovers until the annual general meeting of shareholders scheduled for June 2028. - FY2021RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed for a tender offer to purchase all of the Company's shares with consideration consisting solely of cash in Japanese yen, or by the time 90 days have elapsed for other purchases. However, the review period may be extended by up to 30 days in principle by following the prescribed procedures.」
The document continues to describe extensions of up to 30 days, review periods of up to 60 or 90 days depending on the type of purchase, and review by the Independent Committee. - FY2020RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed for a tender offer to purchase all of the Company's shares with consideration consisting solely of cash in Japanese yen, or by the time 90 days have elapsed for other purchases. However, the review period may be extended by up to 30 days in principle by following the prescribed procedures.」
The document continues to describe extensions of up to 30 days, review periods of up to 60 or 90 days depending on the type of purchase, and review by the Independent Committee. - FY2020-Q3RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed for a tender offer to purchase all of the Company's shares with consideration consisting solely of cash in Japanese yen, or by the time 90 days have elapsed for other purchases. However, the review period may be extended by up to 30 days in principle by following the prescribed procedures.」
The takeover defenses continue to include maximum review periods of 60 or 90 days depending on the type of purchase, an extension of up to 30 days, and review by the Independent Committee. - FY2020-Q2RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed for a tender offer to purchase all of the Company's shares with consideration consisting solely of cash in Japanese yen, or by the time 90 days have elapsed for other purchases. However, the review period may be extended by up to 30 days in principle by following the prescribed procedures.」
The takeover defenses continue to include maximum review periods of 60 or 90 days depending on the type of purchase, an extension of up to 30 days, and review by the Independent Committee. - FY2020-Q1RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed for a tender offer to purchase all of the Company's shares with consideration consisting solely of cash in Japanese yen, or by the time 90 days have elapsed for other purchases. However, the review period may be extended by up to 30 days in principle by following the prescribed procedures.」
The takeover defenses continue to specify maximum review periods of 60 or 90 days depending on the type of purchase, an extension of up to 30 days, and review by the Independent Committee. - FY2019ReframedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed for a tender offer to purchase all of the Company's shares with consideration consisting solely of cash in Japanese yen, or by the time 90 days have elapsed for other purchases. However, the review period may be extended by up to 30 days in principle by following the prescribed procedures.」
The review period for the takeover defenses is expressly divided into a maximum of 60 days for cash-only tender offers and a maximum of 90 days for other purchases, with an extension of up to 30 days available through the prescribed procedures. - FY2019-Q3RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed. From the perspective of securing and enhancing the Company's corporate value and the common interests of its shareholders, the Independent Committee will consult and negotiate with the purchaser or other relevant party, or present alternatives developed by the Board of Directors or other bodies to shareholders and others.」
The framework of the takeover defenses continues to include review by the Independent Committee for a period generally set at 60 days, consultation and negotiations with the purchaser, and presentation of alternatives by the Board of Directors. - FY2019-Q2RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed. From the perspective of securing and enhancing the Company's corporate value and the common interests of its shareholders, the Independent Committee will consult and negotiate with the purchaser or other relevant party, or present alternatives developed by the Board of Directors or other bodies to shareholders and others.」
The takeover defenses continue to include review of the large-scale purchase information by the Independent Committee, consideration of alternatives by the Board of Directors, and a review period generally set at 60 days. - FY2019-Q1RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed.」
The takeover defenses continue to include the submission and review of large-scale purchase information, review by the Independent Committee for a period generally set at 60 days, recommendations, and the gratis allotment of stock acquisition rights and other measures. - FY2018RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed.」
The takeover defenses are reiterated, including review by the Independent Committee, consideration of alternatives by the Board of Directors, and a review period generally set at 60 days. - FY2018-Q3RestatedAnnual report
「After receiving information on a large-scale purchase, the Independent Committee will, in principle, review the details of the purchase and compare them with the Board of Directors' business plans and other matters, as well as consider alternatives presented by the Board of Directors, by the time 60 days have elapsed.」
The framework of the takeover defenses is reiterated, including review of the large-scale purchase information, consideration of alternatives by the Board of Directors, and a review period generally set at 60 days. - FY2018-Q2RestatedAnnual report
「The Company has introduced takeover defenses based on its basic policy. If the large-scale purchase rules are not complied with, or even if they are complied with but the relevant large-scale purchase would materially impair the Company's corporate value or the common interests of its shareholders, the Board of Directors may, following consideration and recommendations by the Independent Committee, take measures it considers appropriate to protect the common interests of shareholders, including the gratis allotment of stock acquisition rights and other measures permitted under the Companies Act, other laws and regulations, and the Company's Articles of Incorporation. The Independent Committee is composed of outside experts independent of the Company's Board of Directors, to ensure objectivity and reasonableness in the progress of procedures under the large-scale purchase rules.」
The framework is reiterated, including the submission of a large-scale purchase statement and required information, review by the Independent Committee, a review period generally set at 60 days, recommendations, and the gratis allotment of stock acquisition rights and other measures. - FY2016First statedAnnual report
「The Company has introduced takeover defenses based on its basic policy. If the large-scale purchase rules are not complied with, or even if they are complied with but the relevant large-scale purchase would materially impair the Company's corporate value or the common interests of its shareholders, the Board of Directors may, following consideration and recommendations by the Independent Committee, take measures it considers appropriate to protect the common interests of shareholders, including the gratis allotment of stock acquisition rights and other measures permitted under the Companies Act, other laws and regulations, and the Company's Articles of Incorporation. The Independent Committee is composed of outside experts independent of the Company's Board of Directors, to ensure objectivity and reasonableness in the progress of procedures under the large-scale purchase rules.」
The framework includes consideration and recommendations by the Independent Committee, a review period generally set at 60 days, and the gratis allotment of stock acquisition rights and other measures.