Worth reading
15Immaterial
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
Avoiding a definitive answer
How definitive the wording is.This transaction
Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy)TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeTo be established. The committee will consist of at least 3 members. The 3 proposed candidates are Yamauchi Yasuhiro (山内康裕), Nomoto Masaki (野本昌城) and Kitami Norio (北見紀男). Members are expected to be selected from among outside directors, outside corporate auditors, attorneys, tax accountants, certified public accountants, academics and persons with expertise in investment banking, among others.
Conditions Precedent to ExecutionApproval at the Annual General Meeting of Shareholders scheduled for 27 June 2026, with the support of a majority of the voting rights held by shareholders present at the meeting.
| Item | Details |
|---|---|
| Transaction name | Measures in Response to Large-Scale Purchases of Our Shares and Other Securities (Takeover Response Policy) |
| Date of board resolution | 29 May 2026 |
| Execution Date / Effective Date | Effective subject to approval at the 80th Annual General Meeting of Shareholders scheduled for 27 June 2026. The effective period will run until the conclusion of the Annual General Meeting of Shareholders to be held in 2027. |
| Special Committee | To be established. The committee will consist of at least 3 members. The 3 proposed candidates are Yamauchi Yasuhiro (山内康裕), Nomoto Masaki (野本昌城) and Kitami Norio (北見紀男). Members are expected to be selected from among outside directors, outside corporate auditors, attorneys, tax accountants, certified public accountants, academics and persons with expertise in investment banking, among others. |
| Conditions Precedent to Execution | Approval at the Annual General Meeting of Shareholders scheduled for 27 June 2026, with the support of a majority of the voting rights held by shareholders present at the meeting. |
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.To secure the information and time needed to consider a large-scale purchase, and to protect and enhance the Company's corporate value and the common interests of its shareholders. The Company also noted the risk that a sudden large-scale purchase could force management to prioritize decisions aimed at maintaining or increasing the share price over the short term.
How to read this page
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