Worth reading
16Immaterial
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
Definitive
How definitive the wording is.This transaction
Policy Regarding Large-Scale Purchases of the Company's Shares (Takeover Response Policy)TimelineThe spacing between the points is proportional to the actual number of days.
Procedures and assumptions
Special CommitteeEstablished. The committee has 4 members: Shishido Zen'ichi (宍戸善一), university professor and attorney; Gunji Kake Takashi (郡司掛孝), certified public tax accountant and outside director serving as Audit and Supervisory Committee member of the Company; Masuda Kaname (増田要), attorney and outside director serving as Audit and Supervisory Committee member of the Company; and Kobumori Junko (小武守純子), certified public accountant.
Conditions Precedent to ExecutionIf a large-scale purchaser fails to comply with the large-scale purchase rules, or if, despite complying with them, the purchase is deemed likely to materially harm the common interests of the Company's shareholders or the Company's corporate value, among other circumstances, defensive measures may be implemented based on consultation with the Special Committee, a decision by the Board of Directors or a resolution at a general meeting of shareholders convened to confirm shareholder intent.
Management structure after acquisitionThe specific management structure following the acquisition has not been disclosed. However, the Company requires the large-scale purchaser to provide information on changes to the management policies and business plans of the Company and the Company's group after completion of the purchase, measures to enhance corporate value, and relationships with employees, business partners, customers and other stakeholders.
| Item | Details |
|---|---|
| Transaction name | Policy Regarding Large-Scale Purchases of the Company's Shares (Takeover Response Policy) |
| Date of board resolution | 19 March 2026 |
| Execution Date / Effective Date | From 20 March 2026 until the conclusion of the first meeting of the Board of Directors held after the 2027 annual general meeting of shareholders (the effective period of this policy) |
| Special Committee | Established. The committee has 4 members: Shishido Zen'ichi (宍戸善一), university professor and attorney; Gunji Kake Takashi (郡司掛孝), certified public tax accountant and outside director serving as Audit and Supervisory Committee member of the Company; Masuda Kaname (増田要), attorney and outside director serving as Audit and Supervisory Committee member of the Company; and Kobumori Junko (小武守純子), certified public accountant. |
| Conditions Precedent to Execution | If a large-scale purchaser fails to comply with the large-scale purchase rules, or if, despite complying with them, the purchase is deemed likely to materially harm the common interests of the Company's shareholders or the Company's corporate value, among other circumstances, defensive measures may be implemented based on consultation with the Special Committee, a decision by the Board of Directors or a resolution at a general meeting of shareholders convened to confirm shareholder intent. |
| Management structure after acquisition | The specific management structure following the acquisition has not been disclosed. However, the Company requires the large-scale purchaser to provide information on changes to the management policies and business plans of the Company and the Company's group after completion of the purchase, measures to enhance corporate value, and relationships with employees, business partners, customers and other stakeholders. |
Items this document does not state (26)
Counterparty nameName of the Subject CompanyBusiness Description of the Subject CompanyLocation 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)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institution
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 maintain and enhance the common interests of shareholders and corporate value, taking into account changes in social and economic conditions, the Ministry of Economy, Trade and Industry's Guidelines for Corporate Takeovers, recent court decisions and the views of market participants.
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.