This transaction
Introduction of this takeover response policyThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
The Company’s principal businesses are its pharmacy business, which operates pharmacies that dispense medicines based on prescriptions, and its retail business, which operates the cosmetics-focused stores AINZ & TULPE and the lifestyle store Francfranc, which plans, manufactures and sells furniture and interior goods.
The document states that, upon introduction of this takeover response policy, the gratis allotment of these stock acquisition rights will not be implemented, and there will be no direct and specific impact on the rights or economic interests of shareholders and investors.
| Item | Details |
|---|---|
| Transaction name | Introduction of this takeover response policy |
| Counterparty name | Oasis Management Company Ltd. (and the funds it manages) |
| Name of the Subject Company | AIN HOLDINGS INC. |
| Business Description of the Subject Company | The Company’s principal businesses are its pharmacy business, which operates pharmacies that dispense medicines based on prescriptions, and its retail business, which operates the cosmetics-focused stores AINZ & TULPE and the lifestyle store Francfranc, which plans, manufactures and sells furniture and interior goods. |
| Voting rights ownership percentage | Before 14.89% (holding ratio of share certificates and other securities as of 23 April 2024) → after 22.24% (holding ratio of share certificates and other securities as of 19 August 2026) |
| Impact on Business Performance | The document states that, upon introduction of this takeover response policy, the gratis allotment of these stock acquisition rights will not be implemented, and there will be no direct and specific impact on the rights or economic interests of shareholders and investors. |
| Date of board resolution | 25 August 2026 |
| Execution Date / Effective Date | 25 August 2026 (effective as of today) |
| Special Committee | An independent committee has been established. It comprises 3 members: Endo Noriko (遠藤典子), Watabiki Mariko (綿引万里子) and Hattori Nobumichi (服部暢達), all independent outside directors. |
| Conditions Precedent to Execution | A large-scale purchaser must submit a statement explaining the purpose of the large-scale purchase and related actions at least 60 business days before the proposed action. If the procedures are followed, implementation of countermeasures generally requires approval at a general meeting to confirm shareholder intentions, as well as the large-scale purchase and related actions not being withdrawn. |
| Management structure after acquisition | The specific post-acquisition management structure is Not disclosed. The Company states that it will require the large-scale purchaser to provide information on proposed officers after completion, management policies, business plans, financial plans, capital policies, and whether any changes are planned in relationships with customers, business partners and employees, among other matters. |
Items this document does not state (21)
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 stated reasons are that Oasis has acquired a large number of the Company’s shares in a short period without adequately disclosing the purpose of its acquisitions or its policy regarding further purchases, making it necessary to secure the information and time shareholders need to decide whether to accept the purchase offer, and to prevent a material impact on the Company’s medium- to long-term corporate value and the common interests of shareholders.