There are two types of takeover defense measures: standing and event-driven. Advance-warning measures aim to secure information and time for consideration, and as activist activity intensifies, whether event-driven measures should be activated has become an issue. At their general meetings in June, 3 companies approved event-driven takeover defense measures.
There are two types of takeover defense measures: standing and event-driven. Standing measures are introduced in advance to address hostile takeovers and activist investors, providing shareholders and the board of directors with time to consider the details of a takeover proposal.
Under advance-warning rules, companies often require detailed information about the acquiring group, the purpose of the acquisition, the basis for the price calculation and management policies when a takeover proposal is made. In many cases, a threshold is set at more than 20% of the shares. When the threshold is exceeded, countermeasures such as a gratis allotment of stock acquisition rights are less likely to be activated.
Event-driven measures are introduced when a specific threat from an activist investor or hostile acquirer arises. They provide a framework for taking countermeasures targeting a particular acquirer when a tender offer or large-scale market purchase is carried out. Institutional investors tend to urge shareholders to confirm their position when event-driven measures are activated, as they believe that introducing standing measures could reduce opportunities to profit.
At their general meetings in June, あすか製薬ホールディングス, 文化シヤッター and 東邦HD approved event-driven takeover defense measures. The approval rates were 87.31%, 71.75% and 54.70%, respectively, and the event-driven defense measures proposed for activation were approved in all 3 cases.