Komori
M&A and Subsidiary Changes8139NAGAHORI CORPORATIONTrading & Wholesale

Continuation and Update of the Takeover Response Policy in Light of Share Accumulation Activities Targeting Our Shares by リ・ジェネレーション株式会社 and Others

Having determined that the accumulation of our shares by リ・ジェネレーション株式会社 and others is continuing, the Company will submit to the shareholders’ meeting a proposal to extend the takeover response policy, with partial revisions, through the conclusion of the annual general meeting of shareholders scheduled for June 2027. The update will maintain the mechanism of making gratis allotments of stock acquisition rights as a countermeasure.

Worth reading
27Immaterial
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
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

This transaction

Continuation and Update of This Response Policy
Counterpartyリ・ジェネレーション株式会社
Disclosing companyNAGAHORI CORPORATION
Voting rights ownership percentageNumber of shares acquired 1,772,700 shares (the number of shares held solely by リ・ジェネレーション株式会社)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Location Taito-ku, Tokyo
Procedures and assumptions
Special CommitteeThe independent committee will continue. It comprises 1 independent outside director and 2 independent outside corporate auditors.
Conditions Precedent to ExecutionApproval by shareholders at the annual general meeting of shareholders scheduled for late June 2026
This transaction
ItemDetails
Transaction nameContinuation and Update of This Response Policy
Counterparty nameリ・ジェネレーション株式会社
Location of the Subject CompanyTaito-ku, Tokyo
Number of shares acquired1,772,700 shares (the number of shares held solely by リ・ジェネレーション株式会社)
Voting rights ownership percentageBefore 11.56% → after 11.56%
Date of board resolution28 May 2026
Execution Date / Effective DateIf approved at the annual general meeting of shareholders scheduled for late June 2026, the policy will continue and be updated after the current response policy expires. The new response policy will remain effective through the conclusion of the annual general meeting of shareholders scheduled for June 2027.
Special CommitteeThe independent committee will continue. It comprises 1 independent outside director and 2 independent outside corporate auditors.
Conditions Precedent to ExecutionApproval by shareholders at the annual general meeting of shareholders scheduled for late June 2026
Items this document does not state (23)
Name of the Subject CompanyBusiness Description 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)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.

The Company explains that it needs to protect its medium- to long-term corporate value and the common interests of shareholders because the situation continues in which リ・ジェネレーション株式会社 remains a shareholder and the shareholding ratio of share certificates and other securities could substantially exceed 20% when shareholders that may act in concert with the company are included; because the Company reasonably believes that the company has not abandoned its intention to acquire control of management; and because questions remain regarding the financing of related parties and possible violations of laws and regulations, administrative sanctions and other matters.

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.
Continuation and Update of the Takeover Response Policy in Light of Share Accumulation Activities Targeting Our Shares by リ・ジェネレーション株式会社 and Others | NAGAHORI CORPORATION (8139) timely disclosure | Komori