ARCS Company Limited
Continuation of Our Policy Regarding Large-Scale Purchase of Our Shares (Acquisition Defense Policy)
Arcs Company, Ltd. will continue its acquisition defense measures effective until the shareholders’ meeting in May 2026, implementing a new plan with approval conditions that stipulate information provision and a consideration period for large-scale share purchases.
Key Figures
- Authorized Shares: 200,000,000 shares
- Total Issued Shares: 57,649,868 shares (including 4,367,635 treasury shares)
- Officers and Related Parties Ownership Ratio: Approximately 19.1%
AI要約
Continuation and Purpose of Acquisition Defense Measures
Arcs Company, Ltd. has decided to continue its policy regarding large-scale purchase of shares (acquisition defense measures), introduced in 2008, until the conclusion of the shareholders’ meeting in May 2026, and has formulated a new plan including some terminology changes. This plan aims to protect corporate value and the shared interests of shareholders by preventing management control by inappropriate purchasers and ensuring an environment where shareholders can make informed decisions with sufficient information and time.
Large-Scale Purchase Rules and Response Framework
Under this plan, large-scale purchasers are required to submit a prior statement of intent, provide necessary information, and a maximum 90-day evaluation and consideration period is set by the Board of Directors. An independent committee is established to ensure fair and neutral judgment. In case of rule violations, countermeasures such as free allotment of stock acquisition rights can be taken. A shareholders’ meeting to confirm shareholder intention will also be held to reflect shareholder voices.
Efforts to Enhance Corporate Value and Strengthen Governance
The Company operates primarily in the food supermarket business as a regional lifeline, aiming to maximize group synergies through the management of the Yatsugatake mountain range. It promotes a medium-term management plan to realize its management philosophy and focuses on strengthening group governance. These efforts form the foundation supporting the rationality of the acquisition defense measures.
Validity Period and Review of the Plan
This plan will be valid until May 31, 2029, after approval at the 2026 shareholders’ meeting, and can be abolished or amended by resolutions of the shareholders’ meeting or Board of Directors. The plan will be reviewed as necessary in response to changes in laws, regulations, and market environment with the aim of protecting shareholder interests.
Arcs Company, Ltd.
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