Takeover Defense Policy for Large-Scale Acquisitions of 20% or More
First written in FY2017-Q1. 18 of 26 entries say "Restated". Latest entry: FY2026.
- FY2026Change in the composition of the Special Committee under the acquisition response policyAnnual report
「In addition, following approval with the consent of all incumbent members of the Special Committee, the composition of the Special Committee was changed by resolution of the Board of Directors at its meeting held on 14 May 2026, within the framework of the resolution adopted at the 2007 General Meeting of Shareholders.」
For the acquisition response policy covering large-scale acquisitions of 20% or more, the policy was updated in connection with the Medium-Term Plan 2026 update, and the composition of the Special Committee was changed. - FY2026-H1ReframedAnnual report
「In addition, at a meeting of the Board of Directors held on 24 April 2025, we revised the term of the “Policy for Responding to Acquisition Proposals for Our Shares” from 3 years to 1 year. The revision takes effect on 27 June 2025.」
For the acquisition response policy covering large-scale acquisitions of 20% or more, the term was changed from 3 years to 1 year. - FY2025-H1RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company,」
We continue to describe the acquisition response policy covering acquisitions of 20% or more of the voting rights. - FY2024ReframedAnnual report
「At a meeting of our Board of Directors held on 28 February 2007, we established a basic policy concerning the nature of persons controlling decisions on our financial and business policies (the “Basic Policy”). In connection with the formulation of our Group’s new medium-term management plan, “Medium-Term Plan 2026,” on 14 May 2024, the Board of Directors resolved at its meeting on the same date to revise the sections relating to that medium-term management plan as follows.」
The sections of the basic policy concerning responses to acquisitions relating to the medium-term plan were revised in connection with the formulation of Medium-Term Plan 2026. - FY2024-Q2RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company,」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2023-Q3RestatedAnnual report
「If there is a risk that the maximization of our corporate value or the common interests of our shareholders may be obstructed, such as where the sources of our corporate value described above may be impaired over the medium to long term because a specified person or group, or a person having a prescribed relationship with such person or group, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of the Company (collectively, such specified person or group and persons having a prescribed relationship with them are referred to below as the “Acquirer, etc.”), we will, on a case-by-case basis and to the extent permitted by laws and our Articles of Incorporation, take appropriate measures to secure and maximize our corporate value and the common interests of our shareholders, on the grounds that the Acquirer, etc. would be inappropriate as a person controlling decisions on our financial and business policies.」
We continue to maintain an acquisition response policy covering acquisitions of 20% or more of the voting rights, together with the basic policy under the Medium-Term Management Plan 2023 following the increase in the target figures. - FY2023-Q1ReframedAnnual report
「At a meeting of our Board of Directors held on 28 February 2007, we established a basic policy concerning the appropriate person to control decisions on our financial and business policies, referred to below as the basic policy. In connection with the formulation of TBS Group Medium-Term Management Plan 2023 on 14 May 2021 and an update raising its target figures on 13 May 2022, the Board of Directors meeting held on 13 May 2022 revised the portions relating to that medium-term management plan as follows.」
The portions of the basic policy concerning takeover responses that related to the medium-term management plan were revised in connection with the 13 May 2022 update raising the plan's target figures. - FY2022-Q2RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company,」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions, and the procedures for protecting corporate value and the common interests of shareholders, continue. - FY2021ReframedAnnual report
「In connection with the formulation and implementation of our group's new TBS Group Medium-Term Management Plan 2023, the Board of Directors meeting held on 14 May 2021 revised the portions relating to that medium-term management plan as follows.」
The portions of the takeover response policy relating to the medium-term management plan were revised in connection with the formulation and implementation of Medium-Term Management Plan 2023. - FY2021-Q3RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company,」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2021-Q2RestatedAnnual report
「From the above perspective, and in light of the purposes of the Broadcast Act and the Radio Act, if a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, such particular person or group and related persons are collectively referred to below as the acquirer or other party, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2021-Q1RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2020-Q3RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company,」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2020-Q2RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company,」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2020-Q1RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company,」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2019-Q2ReframedAnnual report
「In connection with the formulation and implementation of our group's new Group Medium-Term Management Plan 2020, the Board of Directors meeting held on 3 April 2018 revised the portions relating to that medium-term management plan as follows.」
The portions of the basic policy concerning takeover responses that related to the medium-term management plan were revised on 3 April 2018 in connection with the formulation and implementation of Group Medium-Term Management Plan 2020. - FY2019-Q1RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2018RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions is maintained. - FY2018-Q3RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues in order to protect corporate value and the common interests of shareholders. - FY2018-Q1RestatedAnnual report
「From the above perspective, and in light of the purposes of the Broadcast Act and the Radio Act, if a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, such particular person or group and related persons are collectively referred to below as the acquirer or other party, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2017RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
The takeover response policy covering acquisitions of 20% or more of voting rights and similar transactions continues. - FY2017-Q3RestatedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, such particular person or group and related persons are collectively referred to below as the acquirer or other party, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
Measures to protect corporate value and the common interests of shareholders in response to acquisitions of 20% or more of voting rights and similar transactions continue. - FY2017-Q2RestatedAnnual report
「If a particular person or group acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, and this or other circumstances create a risk that the sources of our corporate value may be impaired over the medium to long term, we may, within the limits permitted by laws and our Articles of Incorporation, take appropriate measures as necessary.」
The takeover response policy covering acquisitions of 20% or more continues. - FY2017-Q1First statedAnnual report
「If a particular person or group, or a person with a prescribed relationship with them, acquires shares carrying voting rights equivalent to 20% or more of the voting rights of all shareholders of our company, and this or other circumstances create a risk that the sources of our corporate value described above may be impaired over the medium to long term or that the maximization of our corporate value or the common interests of our shareholders may be hindered, we deem such acquirer or other party inappropriate as a person controlling decisions on our financial and business policies and, within the limits permitted by laws and our Articles of Incorporation, may take appropriate measures to protect and maximize our corporate value and the common interests of our shareholders.」
Measures to protect corporate value and the common interests of shareholders are stipulated in response to acquisitions of 20% or more of voting rights and similar transactions.