Komori
M&A and Subsidiary Changes8147TOMITA CO.LTD.Trading & Wholesale

Notice of the Determination of the Basic Policy Regarding Control of the Company and the Introduction of a Policy for Responding to Large-Scale Acquisitions of the Company’s Shares (Takeover Response Policy)

The Board of Directors has decided to establish a basic policy for the Company and, subject to approval at a general meeting of shareholders, introduce a takeover response policy that requires the provision of information and a period for consideration in cases including the acquisition of 20% or more of the Company's shares. No takeover proposal has been made by any specific third party as of the present time, and no gratis allotment of share acquisition rights will be made upon introduction of the policy.

Worth reading
17Immaterial
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
20
Voting rights ratio (threshold for application of the policy, %)
Wording
Conditional
How definitive the wording is.

This transaction

Response Policy Concerning Large-Scale Acquisitions of the Company's Shares (Takeover Response Policy)
Disclosing companyTOMITA CO.LTD.
TOMITA CO.LTD.Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Provision of a broad range of production goods and consumables, including machine tools, metal-forming machinery, injection molding machines, system machinery incorporating dedicated processing machinery and automated assembly systems (hardware and software), tooling and equipment, measuring equipment, cutting tools and environmental equipment, as well as maintenance services for industrial machinery and equipment.

Impact on Business Performance

The introduction of this policy will not itself involve a gratis allotment of the share acquisition rights. Accordingly, it will not have any direct, specific impact on shareholders or investors.

Procedures and assumptions
Special CommitteeAn independent committee will be established. The committee is expected to have 3 members upon introduction of the policy: 1 outside director and 2 outside corporate auditors.
Conditions Precedent to ExecutionApproval by shareholders at the 79th Annual General Meeting of Shareholders scheduled for 26 June 2026.
This transaction
ItemDetails
Transaction nameResponse Policy Concerning Large-Scale Acquisitions of the Company's Shares (Takeover Response Policy)
Name of the Subject CompanyTOMITA CO.LTD.
Business Description of the Subject CompanyProvision of a broad range of production goods and consumables, including machine tools, metal-forming machinery, injection molding machines, system machinery incorporating dedicated processing machinery and automated assembly systems (hardware and software), tooling and equipment, measuring equipment, cutting tools and environmental equipment, as well as maintenance services for industrial machinery and equipment.
Impact on Business PerformanceThe introduction of this policy will not itself involve a gratis allotment of the share acquisition rights. Accordingly, it will not have any direct, specific impact on shareholders or investors.
Date of board resolution15 May 2026
Execution Date / Effective DateThe policy will be introduced subject to shareholder approval at the 79th Annual General Meeting of Shareholders scheduled for 26 June 2026 (the specific effective date is Not disclosed).
Special CommitteeAn independent committee will be established. The committee is expected to have 3 members upon introduction of the policy: 1 outside director and 2 outside corporate auditors.
Conditions Precedent to ExecutionApproval by shareholders at the 79th Annual General Meeting of Shareholders scheduled for 26 June 2026.
Items this document does not state (24)
Counterparty nameLocation 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 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.

To protect and enhance the Company's corporate value and the common interests of its shareholders. The policy is intended to prevent control being acquired through an inappropriate takeover, secure the information and time needed for shareholders to decide whether to accept a takeover and for the Board of Directors to present alternatives, and enable negotiations with the acquirer.

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.
Notice of the Determination of the Basic Policy Regarding Control of the Company and the Introduction of a Policy for Responding to Large-Scale Acquisitions of the Company’s Shares (Takeover Response Policy) | TOMITA CO.LTD. (8147) timely disclosure | Komori