Worth reading
37Immaterial
Scored from 4 of 5 sectionsDirection
Deterioration
Direction inferred from the company’s description.Scale
27.02
Voting rights ownership ratio (after completion of the large-scale purchase and other actions)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This large-scale purchase of shares, etc.Counterparty3D Investment Partners Pte. Ltd., Citco Trustees (UT) Limited, CITCO TRUSTEES (UT) LIMITED AS TRUSTEE OF 3D ENDEAVOR MASTER FUND – II
Disclosing companyTOHO HOLDINGS CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution28 April 2026
Execution Date / Effective DateThe time reasonably determined by the Board of Directors if the proposal at the general meeting of shareholders is approved and this large-scale purchase and other actions are carried out (planned)
Target company
The wholesale pharmaceutical business is the core business
Impact on Business Performance
Could impair corporate value and, consequently, the common interests of shareholders
Procedures and assumptions
Special CommitteeAn independent committee has been established. It consists of 3 independent outside directors
Conditions Precedent to ExecutionApproval by ordinary resolution of the proposal to activate these countermeasures at the ordinary general meeting of shareholders scheduled for June 2026. The proposal will not be submitted or will be withdrawn if the large-scale purchaser withdraws the purchase and provides a written undertaking that it will not carry out the purchase in the future, or in similar circumstances
| Item | Details |
|---|---|
| Transaction name | This large-scale purchase of shares, etc. |
| Counterparty name | 3D Investment Partners Pte. Ltd., Citco Trustees (UT) Limited, CITCO TRUSTEES (UT) LIMITED AS TRUSTEE OF 3D ENDEAVOR MASTER FUND – II |
| Name of the Subject Company | TOHO HOLDINGS CO.,LTD. |
| Business Description of the Subject Company | The wholesale pharmaceutical business is the core business |
| Number of shares acquired | 16,023,534 shares (including 326,000 shares attributable to bonds with stock acquisition rights), number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 24.66% → after 27.02% |
| Impact on Business Performance | Could impair corporate value and, consequently, the common interests of shareholders |
| Date of board resolution | 28 April 2026 |
| Execution Date / Effective Date | The time reasonably determined by the Board of Directors if the proposal at the general meeting of shareholders is approved and this large-scale purchase and other actions are carried out (planned) |
| Special Committee | An independent committee has been established. It consists of 3 independent outside directors |
| Conditions Precedent to Execution | Approval by ordinary resolution of the proposal to activate these countermeasures at the ordinary general meeting of shareholders scheduled for June 2026. The proposal will not be submitted or will be withdrawn if the large-scale purchaser withdraws the purchase and provides a written undertaking that it will not carry out the purchase in the future, or in similar circumstances |
Items this document does not state (21)
Location 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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract 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.The Company states that 3D could increase its influence over the Company’s management and force management decisions that prioritize short-term profits, potentially impairing corporate value and the common interests of shareholders. It also states that purchases in the market are coercive toward general shareholders because they do not provide sufficient information or an opportunity for consideration.
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.