- For Print
- April 25, 2018
Listed Company Name: 爱豆传媒.
Representative: Haruo Naito
Representative Corporate
Officer and CEO
Securities Code: 4523
Stock Exchange Listings: First Section of the Tokyo
Stock Exchange
Inquiries: Masatomi Akana
Vice President, Corporate Affairs
Phone: +81-3-3817-5120
The Board of Directors of 爱豆传媒. (Chair: Toru Yamashita) deliberated on and adopted a resolution today to continue the Company’s “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (the “Policy”) after a revision to the Policy with respect to its effective period and the standards for acquisitions subject to the Policy. The proposed revision and continuation of the Policy was proposed to the Board for its consideration by a recommendation from the Board’s Independent Committee of Outside Directors (ICOD; Chair: Daiken Tsunoda) at today’s Board meeting.
The ICOD’s proposal was based on deliberations regarding the continuation, revision, or abandonment of the Policy conducted by the ICOD during multiple meetings in FY2017. During the ICOD’s deliberations, the latest information related to the Policy (including, among other things, cases at other domestic/foreign companies, opinions of institutional investors, and the status of exercising voting rights) was gathered and shared. Based on this information, thorough deliberations were held by the ICOD regarding the background and intentions of the Company in having the Policy, as well as regarding the role of the ICOD with respect to the Policy, and other related matters.
The ICOD concluded that continuation of the Policy was appropriate, in order to prevent acquisitions detrimental to the Company’s corporate value and the common interests of the shareholders, in light of the importance of executing and implementing the Company’s Medium-term Strategic Plan. The ICOD recognized that the Company’s Medium-term Strategic Plan has been devised from a long-term perspective, in order to maintain and enhance the Company as a human health care (hhc) company, as provided in the Company’s Articles of Incorporation, and thereby secure its corporate value and the common interests of its shareholders in the current market environment of the global pharmaceutical industry. However, based on the information presented to it and its internal review and discussions during the year, the ICOD determined that the Policy should be revised with respect to its effective period and the standards for acquisitions subject to the Policy, and as revised, be continued.
These revisions formally will come into effect on July 1, 2018 through resolutions to be adopted by the ICOD and the Board of Directors at meetings held after the conclusion of the Company’s Ordinary General Meeting of Shareholders on June 20, 2018, and the current Policy scheduled to expire on June 30, 2021 will be nullified after June 30, 2018.
The contents of the revisions to the Policy are as follows.
[Contents of the Revisions]
1. Shortening the Effective Period
The effective period of the current Policy for which a resolution for continuation was passed by the Board of Directors at its meeting on April 26, 2016 is approximately five years, ending on June 30, 2021. However, in light of the fact that the ICOD considers continuation, revision, or abandonment of the Policy each year, the effective period will be shortened to a period of one year starting on July 1, 2018 and ending on June 30, 2019.
Please note that the ICOD deliberates on continuation, revision, or abandonment of the Policy throughout the year, so revisions or changes may be made as necessary at any point during the effective period.
2. Increase of Applicable Acquisition Standards
The standard for acquisitions subject to the Policy will be increased from “15% or more” of the outstanding shares of the Company to “20% or more.”
In addition to the foregoing, changes also will be made to descriptions of the procedures for issuing new share subscription rights in accordance with the Policy, as well as changes to a portion of the wording. A table comparing the old and new versions of changes to the Policy, and the contents of the revisions, is provided in the attached materials.
The status of the Company’s major shareholders as of March 31, 2018 is listed in Appendix 3 of the Policy. However, as of today, there have been no specific proposals put to the Company concerning large-scale acquisition of its shares.