Securing Information, Time and Opportunities to Negotiate Through Large-Scale Purchase Response Measures
First written in FY2017-Q2. 10 of 14 entries say "Restated". Latest entry: FY2021.
- FY2021ReframedAnnual report
「As a result, the company determined that the need for takeover defenses had relatively declined and resolved at a board meeting to abolish the Plan upon the conclusion of the 73rd Annual General Meeting of Shareholders held on 28 May 2020, when the Plan’s validity period expired. The Plan was abolished upon the conclusion of that Annual General Meeting of Shareholders.」
The previous takeover defense plan was abolished, and the company reorganized its post-abolition response to include requesting the provision of necessary information, disclosing the board of directors’ opinions, and securing information and time under applicable laws and regulations. - FY2021-Q2RestatedAnnual report
「Even after the Plan ends, the company will continue working to secure and enhance its corporate value and the common interests of its shareholders. If a large-scale purchase of the company’s shares is made, the company will request the provision of the necessary and sufficient information for shareholders to make an appropriate judgment on whether to accept the purchase. In addition, the company will disclose the opinions of its board of directors and other relevant information, endeavor to secure information and time for shareholders’ consideration, and take appropriate measures under the Financial Instruments and Exchange Act, the Companies Act and other relevant laws and regulations.」
After abolishing the takeover defense plan, the company confirmed its policy of continuing to respond under relevant laws and regulations, including requesting the provision of necessary information, disclosing the board of directors’ opinions, and securing information and time for shareholders’ consideration. - FY2021-Q1RestatedAnnual report
「Even after the Plan ends, the company will continue working to secure and enhance its corporate value and the common interests of its shareholders. If a large-scale purchase of the company’s shares is made, the company will request the provision of the necessary and sufficient information for shareholders to make an appropriate judgment on whether to accept the purchase. In addition, the company will disclose the opinions of its board of directors and other relevant information, endeavor to secure information and time for shareholders’ consideration, and take appropriate measures under the Financial Instruments and Exchange Act, the Companies Act and other relevant laws and regulations.」
After abolishing the takeover defense plan, the company confirmed its policy of responding under relevant laws and regulations, including requesting the provision of necessary information, disclosing the board of directors’ opinions, and securing information and time for shareholders’ consideration. - FY2020ReframedAnnual report
「As a result, the company determined that the need for takeover defenses had relatively declined and resolved at a board meeting to abolish the Plan upon the conclusion of the 73rd Regular General Meeting of Shareholders held on 28 May 2020, when the Plan’s validity period expired. Even after the Plan ends, the company will continue working to secure and enhance its corporate value and the common interests of its shareholders. If a large-scale purchase of the company’s shares is made, the company will request the provision of the necessary and sufficient information for shareholders to make an appropriate judgment on whether to accept the purchase.」
The previous large-scale purchase response plan was abolished upon the conclusion of the Annual General Meeting of Shareholders on 28 May 2020, while the company reorganized its post-abolition response to include requests for information under applicable laws and regulations, disclosure of the board of directors’ opinions, and the securing of time for consideration. - FY2020-Q1RestatedAnnual report
「The Plan clarifies the rules that must be observed by any person conducting or attempting to conduct a large-scale purchase of the company’s shares, etc., secures the necessary and sufficient information and time for shareholders to make an appropriate decision, as well as opportunities to negotiate with the Purchaser, etc.,」
The framework for responding to large-scale purchases is reiterated, including the securing of information, time and opportunities for negotiation, as well as defensive measures in certain circumstances. - FY2019RestatedAnnual report
「The Plan clarifies the rules that must be observed by any person conducting or attempting to conduct a large-scale purchase of the company’s shares, etc. (the “Purchaser, etc.”), secures the necessary and sufficient information and time for shareholders to make an appropriate decision, as well as opportunities to negotiate with the Purchaser, etc., and makes clear that, in certain circumstances, the company’s taking defensive measures could cause damage to the Purchaser, etc. By appropriately disclosing these matters, the Plan serves as a warning to Purchasers, etc. whose purchases would not contribute to the company’s corporate value or the common interests of its shareholders.」
The framework of the Plan continued at the 70th Annual General Meeting of Shareholders is reiterated, including the securing of information, time and opportunities for negotiation, as well as defensive measures in certain circumstances. - FY2019-Q3RestatedAnnual report
「The Plan clarifies the rules that must be observed by any person conducting or attempting to conduct a large-scale purchase of the company’s shares, etc. (the “Purchaser, etc.”), secures the necessary and sufficient information and time for shareholders to make an appropriate decision, as well as opportunities to negotiate with the Purchaser, etc., and makes clear that, in certain circumstances, the company’s taking defensive measures could cause damage to the Purchaser, etc. By appropriately disclosing these matters, the Plan serves as a warning to Purchasers, etc. whose purchases would not contribute to the company’s corporate value or the common interests of its shareholders.」
The framework of the Plan continued at the 70th Annual General Meeting of Shareholders is reiterated, including the securing of information, time and opportunities for negotiation, as well as defensive measures in certain circumstances. - FY2019-Q2RestatedAnnual report
「The Plan clarifies the rules that must be observed by any person conducting or attempting to conduct a large-scale purchase of the company’s shares, etc. (the “Purchaser, etc.”), secures the necessary and sufficient information and time for shareholders to make an appropriate decision, as well as opportunities to negotiate with the Purchaser, etc., and makes clear that, in certain circumstances, the company’s taking defensive measures could cause damage to the Purchaser, etc. By appropriately disclosing these matters, the Plan serves as a warning to Purchasers, etc. whose purchases would not contribute to the company’s corporate value or the common interests of its shareholders.」
The framework of the Plan continued at the 70th Annual General Meeting of Shareholders is reiterated, including the securing of information, time and opportunities for negotiation, as well as defensive measures in certain circumstances. - FY2019-Q1RestatedAnnual report
「In particular, the plan places importance on shareholder intentions, establishes reasonable and objective triggering criteria, and provides for an independent committee composed of highly independent outside members. Activation of the plan must always be subject to the independent committee’s judgment. The independent committee may, at the company’s expense, obtain advice from independent third parties, including investment banks, securities companies, financial advisers, certified public accountants, attorneys, consultants and other experts, who are independent of the management responsible for conducting the company’s operations. The plan’s fairness and objectivity are further assured by setting its validity period at 3 years and allowing it to be abolished at any time by the general meeting of shareholders or the board of directors. Accordingly, the plan is highly reasonable and serves the company’s corporate value and the common interests of its shareholders, and is not intended to maintain the positions of the company’s officers.」
The explanation that the plan’s fairness and objectivity are assured by shareholder intentions, objective triggering criteria, the independent committee, advice from third parties, the three-year validity period and the possibility of abolition is reiterated. - FY2018-Q3RestatedAnnual report
「In particular, the plan places importance on shareholder intentions, establishes reasonable and objective triggering criteria, and provides for an independent committee composed of highly independent outside members. Activation of the plan must always be subject to the independent committee’s judgment. The independent committee may, at the company’s expense, obtain advice from independent third parties, including investment banks, securities companies, financial advisers, certified public accountants, attorneys, consultants and other experts, who are independent of the management responsible for conducting the company’s operations. The plan’s fairness and objectivity are further assured by setting its validity period at 3 years and allowing it to be abolished at any time by the general meeting of shareholders or the board of directors. Accordingly, the plan is highly reasonable and serves the company’s corporate value and the common interests of its shareholders, and is not intended to maintain the positions of the company’s officers.」
The explanation that the plan’s fairness and objectivity are assured by shareholder intentions, the independent committee, advice from third parties, the three-year validity period and the possibility of abolition is reiterated. - FY2018-Q2RestatedAnnual report
「The Plan clarifies the rules that must be observed by any person conducting or attempting to conduct a large-scale purchase of the company’s shares, etc. (the “Purchaser, etc.”), secures the necessary and sufficient information and time for shareholders to make an appropriate decision, as well as opportunities to negotiate with the Purchaser, etc., and makes clear that, in certain circumstances, the company’s taking defensive measures could cause damage to the Purchaser, etc. By appropriately disclosing these matters, the Plan serves as a warning to Purchasers, etc. whose purchases would not contribute to the company’s corporate value or the common interests of its shareholders.」
The framework of the Plan continued at the 70th Annual General Meeting of Shareholders is reiterated, including the securing of information, time and opportunities for negotiation, as well as defensive measures in certain circumstances. - FY2018-Q1AdvancedAnnual report
「At the 70th Annual General Meeting of Shareholders held on 25 May 2017, the company resolved to continue the “Measures in Response to Large-Scale Purchases of the Company’s Shares, etc.” (the “Plan”).」
The 70th Annual General Meeting of Shareholders resolved to continue the measures in response to large-scale purchases, specifically updating the existing takeover response framework. - FY2017-Q3RestatedAnnual report
「In particular, the plan places importance on shareholder intentions, establishes reasonable and objective triggering criteria, and provides for an independent committee composed of highly independent outside members. Activation of the plan must always be subject to the independent committee’s judgment. The independent committee may, at the company’s expense, obtain advice from independent third parties, including investment banks, securities companies, financial advisers, certified public accountants, attorneys, consultants and other experts, who are independent of the management responsible for conducting the company’s operations. The plan’s fairness and objectivity are further assured by setting its validity period at 3 years and allowing it to be abolished at any time by the general meeting of shareholders or the board of directors. Accordingly, the plan is highly reasonable and serves the company’s corporate value and the common interests of its shareholders, and is not intended to maintain the positions of the company’s officers.」
The explanation of the fairness and objectivity of the takeover response plan is reiterated, including shareholder intentions, the independent committee, advice from third parties, the three-year validity period and the possibility of abolition. - FY2017-Q2First statedAnnual report
「The plan sets out the rules to be followed by parties conducting or seeking to conduct a large-scale purchase of the Company’s shares or other securities, secures the information and time necessary for shareholders to make an appropriate decision and an opportunity to negotiate with the purchaser, and warns purchasers whose actions would not contribute to the Company’s corporate value or the common interests of shareholders by disclosing that countermeasures could, in certain circumstances, cause them to incur losses.」
The measures continued at the 67th Annual General Meeting of Shareholders are described as a framework covering the acquisition rules, information and time requirements, opportunities for negotiation, and defensive measures in certain circumstances. The measures have a three-year validity period.