Preemptive Takeover Defense Measures Against Large-Scale Acquisition Activities
First written in FY2016. 7 of 9 entries say "Restated". Latest entry: FY2019.
The whole theme swung hardest in 2023: 1 of 6 companies on the "Worse" side.
35 other companies' latest entry also says "Dropped".
- FY2019DroppedAnnual report
「② [Details of the rights plan] Not applicable.」
With respect to the standing takeover defenses against large-scale acquisitions described previously, this Securities Report states that the rights plan is not applicable. - FY2018-Q3RestatedAnnual report
「The acquisitions covered by the Plan are: (i) an acquisition of share certificates or other securities issued by the company that would result in the holder's shareholding ratio reaching 20% or more; and (ii) a tender offer for share certificates or other securities issued by the company in which the combined ownership ratio of the tender offeror and its specially related parties would reach 20% or more, or an act similar thereto.」
The company continues to disclose standing takeover defenses covering large-scale acquisitions of 20% or more, including evaluation and review by the independent committee and gratis allotments of stock acquisition rights. In principle, the effective period runs until the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending within 3 years after the Ordinary General Meeting of Shareholders held on 16 June 2015. - FY2018-Q2RestatedAnnual report
「The acquisitions covered by the Plan are: (i) an acquisition of share certificates or other securities issued by the company that would result in the holder's shareholding ratio reaching 20% or more; and (ii) a tender offer for share certificates or other securities issued by the company in which the combined ownership ratio of the tender offeror and its specially related parties would reach 20% or more, or an act similar thereto.」
The company continues to disclose takeover defenses covering large-scale acquisitions of 20% or more, including evaluation and review by the independent committee and gratis allotments of stock acquisition rights. - FY2018-Q1RestatedAnnual report
「The acquisitions covered by the Plan are: (i) an acquisition of share certificates or other securities issued by the company that would result in the holder's shareholding ratio reaching 20% or more; and (ii) a tender offer for share certificates or other securities issued by the company in which the combined ownership ratio of the tender offeror and its specially related parties would reach 20% or more, or an act similar thereto.」
The company continues to disclose takeover defenses covering large-scale acquisitions of 20% or more, including evaluation and review by the independent committee and gratis allotments of stock acquisition rights. - FY2017RestatedAnnual report
「The acquisitions covered by the Plan are acquisitions falling under (a) or (b) below, or acts similar thereto: (a) an acquisition of share certificates or other securities issued by the company that would result in the holder's shareholding ratio reaching 20% or more; or (b) a tender offer for share certificates or other securities issued by the company in which the combined ownership ratio of the tender offeror and its specially related parties would reach 20% or more.」
The company continues to disclose standing takeover defenses covering large-scale acquisitions of 20% or more, the independent committee's review and recommendation procedures, and the effective period. - FY2017-Q3RestatedAnnual report
「The acquisitions covered by the Plan are: (i) an acquisition of share certificates or other securities issued by the company that would result in the holder's shareholding ratio reaching 20% or more; and (ii) a tender offer for share certificates or other securities issued by the company in which the combined ownership ratio of the tender offeror and its specially related parties would reach 20% or more, or an act similar thereto.」
The company continues to disclose takeover defenses covering large-scale acquisitions of 20% or more, procedures involving the independent committee, and the effective period. - FY2017-Q2RestatedAnnual report
「The acquisitions covered by the Plan are: (i) an acquisition of share certificates or other securities issued by the company that would result in the holder's shareholding ratio reaching 20% or more; and (ii) a tender offer for share certificates or other securities issued by the company in which the combined ownership ratio of the tender offeror and its specially related parties would reach 20% or more, or an act similar thereto.」
The company continues to disclose takeover defenses covering large-scale acquisitions of 20% or more, procedures involving the independent committee, and the effective period. - FY2017-Q1RestatedAnnual report
「The acquisitions covered by the Plan are: (i) an acquisition of share certificates or other securities issued by the company that would result in the holder's shareholding ratio reaching 20% or more; and (ii) a tender offer for share certificates or other securities issued by the company in which the combined ownership ratio of the tender offeror and its specially related parties would reach 20% or more, or an act similar thereto.」
The company continues to disclose takeover defenses covering large-scale acquisitions of 20% or more and procedures involving the independent committee. - FY2016First statedAnnual report
「To secure and enhance corporate value and the common interests of shareholders, the Board of Directors separately resolves specific response measures based on the outline of the plan set out in section ②, referred to below as the Plan. By publicizing the Plan through timely disclosure on the listed securities exchange, disclosure in statutory documents such as business reports, and publication on the company's website, the company provides advance warning that parties acquiring the company's shares must follow certain procedures and that the company may make a gratis allotment of stock acquisition rights with discriminatory exercise conditions and acquisition provisions. These measures constitute the company's response to large-scale acquisitions of its shares, or its standing takeover defense.」
The framework covers holdings of 20% or more and tender offers, with an independent committee review period of up to 60 days, extendable by up to 30 days when necessary. The basic policy remains effective until the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending within 3 years after the Ordinary General Meeting of Shareholders in June 2015.