FAQs on Takeover Defense Measures
A. As a listed company, we believe that the final decision on whether or not to sell shares to a large-scale purchaser and the final decision on whether or not to entrust the management of the company to such a purchaser should basically be left to the will of the shareholders.
Therefore, in the event of a Large-Scale Purchase proposal, the Board of Directors has introduced the Large-Scale Purchase Rules in order to ensure the provision of appropriate and sufficient information and sufficient time for shareholders to make an appropriate judgment, to enable the Board of Directors to present to shareholders an opinion for or against the Large-Scale Purchase or a business plan, etc. that is alternative to the acquisition proposal or business plan, etc. presented by the Large-Scale Purchaser, or to enable the Board of Directors to negotiate with the Large-Scale Purchaser on behalf of shareholders, etc.
A. At this time, the Company has not received any proposal for a Large-Scale Purchase, etc.
A. The features of the Plan are as follows
The Company's Board of Directors shall establish an Independent Panel consisting of highly independent outside directors and outside corporate auditors to ensure the fairness of its decisions and respect its recommendations to the maximum extent possible.
The requirements for triggering exceptional countermeasures in the event that a Large-scale Purchaser complies with the Large-scale Purchase Rules should be made more concrete.
The Company shall clarify the maximum period of time within which the Large-Scale Purchaser is required to provide information.
The Company shall always consult with the General Meeting of Shareholders before implementing countermeasures as long as the Large-Scale Purchaser complies with the takeover defense measures.
The Company may abolish takeover defense measures by a resolution of the General Meeting of Shareholders.
These measures ensure the necessity and reasonableness of anti-takeover measures while preventing the triggering of countermeasures for the sake of management's self-preservation.
A. The Plan is a framework for ensuring the Company's corporate value and, in turn, the common interests of shareholders, and is designed to ensure that the person who intends to conduct a Large-Scale Purchase and the Board of Directors of the Company each provide appropriate information and allow sufficient time for shareholders to consider the proposal, so that shareholders can appropriately decide whether or not to accept the Large-Scale Purchase when it is made. Therefore, our anti-takeover measures do not enable or facilitate management's self-preservation and do not interfere with management's sense of urgency.
A. We believe that it is a prerequisite for the Company to make efforts to enhance the corporate value of the Company and, in turn, the common interests of its shareholders, and we are making efforts such as formulating a medium-term business plan.
However, even if such efforts are made, there may be situations in which the corporate value of our group is not adequately reflected, or the information necessary for shareholders to make final decisions is not adequately provided, and the improvement of our medium- to long-term corporate value may be hindered.
In light of this possibility, the Company believes that introducing specific countermeasures in the event of a large-scale purchase proposal at ordinary times will contribute to ensuring and enhancing the Company's corporate value and the common interests of its shareholders.
A. The Plan is generally referred to as an "advance warning type takeover defense measure," and no stock acquisition rights will be issued upon its introduction.
Therefore, the introduction of anti-takeover measures under the Plan will not have any direct and concrete impact on the legal rights and economic interests of the Company's shareholders in the Company's shares.
A. If the countermeasures under the Plan are triggered and stock acquisition rights are issued, stock acquisition rights will be delivered to shareholders without consideration in proportion to the number of shares they hold. The value per share will then be diluted if (i) shares of the Company are issued upon exercise of the stock acquisition rights delivered, or (ii) shares of the Company are issued as consideration for the acquisition of the stock acquisition rights in accordance with the acquisition provisions attached to the stock acquisition rights.
However, since the number of shares of the Company held by shareholders will also increase by the number of shares to be delivered upon exercise or acquisition of stock acquisition rights, no dilution will occur with respect to the economic value of the Company's shares held by shareholders other than the Large-scale Acquirer, etc., and the legal rights and economic benefits of the Company's shares held by the shareholders will not be directly and specifically affected. Therefore, it is not expected to have a direct and concrete impact on the legal rights and economic interests of the Company's shareholders.