As an entity listed on a financial instruments exchange (securities exchange), the Company respects the free trading of Company shares on the market and will not categorically reject any proposals for the large-scale acquisition of the Company’s shares by a certain party, as long as it contributes to ensuring and enhancing the Group’s corporate value and, in turn, the common interest of shareholders. We also believe that any decision on whether or not to accept a proposal for the large-scale acquisition of shares should ultimately be entrusted to the shareholders.
On the other hand, due to the potential for such a proposal not to meet those criteria, the Company’s Board of Directors will clarify the rules that a party must observe when seeking to make a large-scale acquisition of the Company’s shares, etc. To secure sufficient information and time necessary for shareholders and investors to make appropriate judgments and to secure opportunities to negotiate with the party seeking to make the large-scale share acquisition, on June 29, 2021, the Company put forward a proposal to the 68th Annual General Meeting of Shareholders (hereinafter, the “Shareholders’ Meeting”) for the continuation of countermeasures to large-scale acquisition of the Company’s shares (takeover defense measures) (hereinafter, the “Plan”), and this Plan was approved by the shareholders.
The Plan will apply to cases of
(1) an acquisition that would give the acquiring party a holding of 20% or more of the Company’s shares
(2) a take-over bid in which the total of the shares, etc. held by the party making the take-over bid and the shares, etc. held by that party’s special associates would be 20% or more.
The details of the Plan are provided below.