爱豆传媒

The Board of Directors (Chair: Yasuhiko Kato) of 爱豆传媒. (the “Company”) adopted a resolution for the continuation of the “Policy for Protection of the Company’s Corporate Value and Common Interests of Shareholders” (the “Policy”), which was proposed by the Company’s Independent Committee of Outside Directors (Chair: Daiken Tsunoda; the “ICOD”) at its meeting held today. The current Policy will remain effective until June 30, 2020. The effective period after continuation of the Policy will be one year, commencing on July 1, 2020 and ending on June 30, 2021. 

   

The proposal to continue the Policy was deliberated at the ICOD meeting of all seven outside directors elected at the Company’s Ordinary General Meeting of Shareholders held today and prior to the Board of Directors meeting. The Policy establishes, among other things, procedures for large-scale holding of the Company’s shares, for the purpose of protecting the Company’s corporate value and the common interests of shareholders expected to be achieved by implementation of the Company’s medium-term business plan and other actions. The ICOD determined that it was appropriate to propose the continuation of the Policy in its present form to the Board of Directors after careful deliberation on various matters, such as:

• (1)
  While the Policy can also serve to establish favorable conditions for the majority of existing shareholders through negotiations with buyers when such appear, its operation includes a mechanism that eliminates arbitrariness of the management team and makes it possible to prevent abusive issuance of stock acquisition rights by the management team (imposition of so-called takeover defense measures), so it is believed to be better for shareholders and investors to have it.
• (2)
  Depending on the Company’s business environment and industry trends, the presence of risks in acquisitions that have the danger of damaging the Company’s corporate value and the common interests of shareholders cannot be denied, and from the perspective of protecting the security and peace of mind of the Company’s principal stakeholders, including patients and their families, it is both necessary and appropriate for the Board of Directors to make sufficient preparations to handle risks.
• (3)
  Although procedures for large-scale purchasing have been established in Japan’s Financial Instruments and Exchange Act, compared to the legal systems involved in corporate acquisitions in each country of Europe and the U.S., we recognize that the Act is still not enough to protect the Company’s corporate value and the common interests of shareholders.
• (4)
  If we establish procedures, etc., for large-scale purchases of the Company’s stock and disclose them, and a purchaser appears, the ICOD will be able to ensure enough time to thoroughly consider the contents of the purchaser’s proposal.
• (5)
  The Policy establishes a mechanism that makes it possible to reflect the will of all shareholders through the exercise of voting rights regarding proposals for the selection of directors at General Meetings of Shareholders.