Worth reading
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Scored from 0 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
2
Decrease in members (committee membership)Wording
Definitive
How definitive the wording is.This transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeEstablished. Before the change, the committee had 6 members (3 outside directors and 3 outside experts); after the change, it will have 4 members (3 outside directors and 1 outside expert). The outside directors are Okiyama Tomoko (沖山 奉子), Yamada Hitomi (山田 仁美) and Miyoshi Kei (三好 慶), and the outside expert is Miyoshi Toru (三好 徹). Taguchi Takanao (田口 武尚) and Niizuma Mikio (新妻 幹夫) are scheduled to leave office on 31 March 2026. After the change, the committee will continue to meet the appointment criterion of having at least 3 members with no conflicts of interest with the Company.
| Item | Details |
|---|---|
| Date of board resolution | 27 March 2026 |
| Execution Date / Effective Date | 31 March 2026 (scheduled departure date of Taguchi Takanao (田口 武尚) and Niizuma Mikio (新妻 幹夫)) |
| Special Committee | Established. Before the change, the committee had 6 members (3 outside directors and 3 outside experts); after the change, it will have 4 members (3 outside directors and 1 outside expert). The outside directors are Okiyama Tomoko (沖山 奉子), Yamada Hitomi (山田 仁美) and Miyoshi Kei (三好 慶), and the outside expert is Miyoshi Toru (三好 徹). Taguchi Takanao (田口 武尚) and Niizuma Mikio (新妻 幹夫) are scheduled to leave office on 31 March 2026. After the change, the committee will continue to meet the appointment criterion of having at least 3 members with no conflicts of interest with the Company. |
Items this document does not state (29)
Transaction nameCounterparty 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 institutionConditions Precedent to ExecutionManagement 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.The reason for the departures is personal. No replacements will be appointed because, after the change, the committee will continue to meet the appointment criterion of having at least 3 members with no conflicts of interest with the Company, while maintaining its independence and fairness.
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