Nachi-Fujikoshi Corp.
Notice of Continuation of Measures Against Large-Scale Purchase Activities (Policy on Response to Takeovers)
NACHI-FUJIKOSHI Corp. announced that, subject to shareholder approval at the 143rd Annual General Meeting of Shareholders scheduled for February 25, 2026, it will partially revise and continue its takeover defense measures against large-scale purchase activities until February 2029.
Key Figures
- Authorized Number of Shares: 60,000,000 shares
- Outstanding Shares: 24,919,343 shares (excluding 2,911,288 shares of treasury stock)
- Maximum Number of Stock Options Allocable: 35,000,000 units
- Largest Shareholder’s Ownership Ratio: 12.73%
- Validity Period of the New Measures: February 25, 2026 to conclusion of the 146th Annual General Meeting of Shareholders in February 2029
AI要約
Continuation and Changes to Measures Against Large-Scale Purchase Activities
NACHI-FUJIKOSHI Corp. has resolved to continue, with partial revisions and subject to shareholder approval at the 143rd Annual General Meeting of Shareholders scheduled for February 25, 2026, its takeover defense measures against large-scale purchase activities (current measures) that have been in place since 2008 (the new measures). Major changes include revising the definition of large-scale purchase activities, allowing the retention of shareholder intention confirmation upon recommendation for activation by the Independent Committee, and formal adjustments to wording. The validity period of the new measures is until the conclusion of the 146th Annual General Meeting of Shareholders in February 2029.
Purpose and Details of the New Measures
The new measures are designed to secure and enhance the corporate value of the Group and the common interests of shareholders in response to large-scale purchase activities by specific shareholder groups holding 20% or more of voting rights. The framework requires large-scale purchasers to provide necessary information, which the Board of Directors will review and evaluate, and may trigger countermeasures if appropriate. Countermeasures include free allotment of stock options, with activation conditions based on compliance with large-scale purchase rules and whether there is any impairment of corporate value. An Independent Committee is established to ensure objectivity and rationality of the Board's decisions.
Impact on Shareholders and Investors
The large-scale purchase rules support appropriate shareholder decision-making and serve the common interests of shareholders. Although countermeasures, if activated, may cause losses to shareholders within the specific shareholder group, impact on other shareholders is limited. There is a dilution risk associated with the allotment of stock options, and attention should be paid to share price fluctuations following activation.
