Worth reading
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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
Response Measures for Large-Scale Purchases of the Company's Shares (Takeover Response Policy) / This PlanTimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance
No specific impact on financial results is stated. It is also stated that continuation of this Plan will not directly and concretely affect the legal rights or economic interests of shareholders and investors.
Procedures and assumptions
Special CommitteeAn Independent Committee will be established. The Independent Committee will comprise at least 3 members selected from outside directors, outside corporate auditors, or outside experts. The current members are Oshida Takuya (忍田卓也), Sudo Osamu (須藤修), and Tsuda Yoshihiro (津田良洋).
Conditions Precedent to ExecutionApproval by shareholders at the 82nd Annual General Meeting of Shareholders scheduled for June 2026.
Management structure after acquisitionNo post-acquisition management structure has been specified. The information required from a large-scale purchaser will include its management policy, business plan, capital policy, dividend policy, and policies concerning employees, customers, business partners and other stakeholders after the purchase.
| Item | Details |
|---|---|
| Transaction name | Response Measures for Large-Scale Purchases of the Company's Shares (Takeover Response Policy) / This Plan |
| Impact on Business Performance | No specific impact on financial results is stated. It is also stated that continuation of this Plan will not directly and concretely affect the legal rights or economic interests of shareholders and investors. |
| Date of board resolution | 14 May 2026 |
| Execution Date / Effective Date | Subject to shareholder approval at the Company's 82nd Annual General Meeting of Shareholders scheduled for June 2026, the Plan is scheduled to continue from the conclusion of that annual general meeting. Its effective period will run from the conclusion of that annual general meeting until the conclusion of the annual general meeting relating to the last of the fiscal years ending within three years after the conclusion of that annual general meeting. |
| Special Committee | An Independent Committee will be established. The Independent Committee will comprise at least 3 members selected from outside directors, outside corporate auditors, or outside experts. The current members are Oshida Takuya (忍田卓也), Sudo Osamu (須藤修), and Tsuda Yoshihiro (津田良洋). |
| Conditions Precedent to Execution | Approval by shareholders at the 82nd Annual General Meeting of Shareholders scheduled for June 2026. |
| Management structure after acquisition | No post-acquisition management structure has been specified. The information required from a large-scale purchaser will include its management policy, business plan, capital policy, dividend policy, and policies concerning employees, customers, business partners and other stakeholders after the purchase. |
Items this document does not state (25)
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 institution
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 Company explains that, in order to protect the continuity of its business as social infrastructure and safeguard corporate value and the common interests of shareholders, it is necessary to obtain sufficient information from a large-scale purchaser, secure time for shareholders to make a decision, and ensure an opportunity to negotiate with the Company.
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