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Statutory disclosure document8089Nice CorporationTrading & Wholesale

Statutory Post-Closing Disclosure Document (Absorption-Type Merger) (リナイス株式会社) 2/3

This excerpt describes the basic policy regarding control of the company, the medium-term management plan, the takeover defense measures, and the consolidated financial statements and notes, rather than changes to the absorption-type merger itself. It presents the quantitative targets under the medium-term management plan and the effective period and triggering conditions for the takeover defense measures.

Worth reading
68In focus
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
3000
¥100 million (sales target for the fiscal year ending March 2030)
Wording
Conditional
How definitive the wording is.

Decision and Details

The company's Board of Directors (the resolution to renew the takeover defense measures was made subject to approval at the 74th Annual General Meeting of Shareholders)

The basic policy regarding control of the company and specific initiatives, including the medium-term management plan and takeover defense measures, as well as the consolidated financial statements

Decision19 May 2023 (resolution to renew the takeover defense measures)
Period CoveredThe medium-term management plan is a five-year plan beginning in the fiscal year ending March 2026. The takeover defense measures remain in effect until the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending March 2026.
ImplementationThe consolidated financial statements as of 31 March 2025 and each initiative as of the date of disclosure. A human capital subcommittee is scheduled to be established in June 2025.
Going forwardA human capital subcommittee is scheduled to be established in June 2025. The company aims to implement its medium-term management plan through the fiscal year ending March 2030, achieve carbon neutrality across the entire supply chain by 2030, and achieve carbon neutrality across the entire value chain by 2050.
AmountSales target: ¥300 billion; operating profit target: ¥7.5 billion; net income attributable to owners of the parent target: ¥4.5 billion; EBITDA target: ¥10 billion
Quantity / scaleThe threshold for purchases and similar transactions is a total of 20% or more of the shareholding ratio of share certificates or other securities, or the ownership ratio under a tender offer. The Independent Committee's review period is generally up to 60 days. The voting rights ratio of non-qualified parties may be diluted to no more than one-half. There are 5 outside directors, 4 outside corporate auditors, and 30 consolidated subsidiaries.
Reason

To continuously secure and enhance corporate value and the common interests of shareholders, ensure the information and time shareholders need to make decisions regarding a large-scale acquisition, negotiate with the purchaser and other parties, accelerate growth, and enhance corporate value

Impact on Business Performance

The company states that it aims to further enhance corporate value through the medium-term management plan. Changes in accounting policies will have no impact on the consolidated financial statements.

Decision and Details
ItemDetails
Matter CoveredThe basic policy regarding control of the company and specific initiatives, including the medium-term management plan and takeover defense measures, as well as the consolidated financial statements
Decision-Making BodyThe company's Board of Directors (the resolution to renew the takeover defense measures was made subject to approval at the 74th Annual General Meeting of Shareholders)
Decision Date19 May 2023 (resolution to renew the takeover defense measures)
Implementation DateThe consolidated financial statements as of 31 March 2025 and each initiative as of the date of disclosure. A human capital subcommittee is scheduled to be established in June 2025.
Period CoveredThe medium-term management plan is a five-year plan beginning in the fiscal year ending March 2026. The takeover defense measures remain in effect until the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending March 2026.
AmountSales target: ¥300 billion; operating profit target: ¥7.5 billion; net income attributable to owners of the parent target: ¥4.5 billion; EBITDA target: ¥10 billion
Quantity / scaleThe threshold for purchases and similar transactions is a total of 20% or more of the shareholding ratio of share certificates or other securities, or the ownership ratio under a tender offer. The Independent Committee's review period is generally up to 60 days. The voting rights ratio of non-qualified parties may be diluted to no more than one-half. There are 5 outside directors, 4 outside corporate auditors, and 30 consolidated subsidiaries.
Impact on Business PerformanceThe company states that it aims to further enhance corporate value through the medium-term management plan. Changes in accounting policies will have no impact on the consolidated financial statements.
ReasonTo continuously secure and enhance corporate value and the common interests of shareholders, ensure the information and time shareholders need to make decisions regarding a large-scale acquisition, negotiate with the purchaser and other parties, accelerate growth, and enhance corporate value
Governing Rule2022 revised accounting standards (Accounting Standard No. 27) and the 2022 revised implementation guidance (Implementation Guidance on Accounting Standard No. 28)
Related previous disclosuresThe resolution adopted at the meeting of the company's Board of Directors held on 19 May 2023 to renew the measures responding to large-scale acquisitions of the company's shares. Approval of the renewal of the plan at the 74th Annual General Meeting of Shareholders
Future plansA human capital subcommittee is scheduled to be established in June 2025. The company aims to implement its medium-term management plan through the fiscal year ending March 2030, achieve carbon neutrality across the entire supply chain by 2030, and achieve carbon neutrality across the entire value chain by 2050.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The stated objectives are to continuously secure and enhance corporate value and the common interests of shareholders, ensure the information and time shareholders need to make decisions regarding a large-scale acquisition, accelerate growth, and sustainably enhance corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Statutory Post-Closing Disclosure Document (Absorption-Type Merger) (リナイス株式会社) 2/3 | Nice Corporation (8089) timely disclosure | Komori