Outline of Takeover Defense Measures (Q&A)

What is the purpose of the Company introducing Takeover Defense Measures?
The Plan, the renewal of which was approved in the 47th general meeting of shareholders, sets out the procedures that the Company should follow when an offer to acquire a large number of shares in the Company is received for the purposes (a) of ensuring the information and time required (i) for the shareholders to decide whether to accept this offer or not and (ii) for the Company's board of directors to propose an alternative and (b) of ensuring an opportunity for the Company's board of directors to discuss or negotiate with the Acquirer in the interests of the shareholders.
By introducing the Plan, the Company hopes to prevent sources of corporate value of the Company from being impaired, and to ensure and maintain the Company's corporate value and, in turn, the common interests of shareholders. The sources of corporate value are, namely, (i) excellent electronic measuring techniques and product range resulting from the Company's consistent efforts to develop employees and improve and develop techniques since its formation, (ii) its products design capabilities, manufacturing technical capacities, production facilities and systems that enable the Company to flexibly and quickly comply with the various needs of manufacturers of semiconductors or electronic components, (iii) strengthening of research and development capabilities and maintenance systems by organically consolidating the Company's group, and (iv) relationships of mutual trust with the buyers of the Company's products and suppliers of raw materials and (v) the Company's corporate culture to strive towards the enhancement of its corporate value from a long-term perspective.
Please explain the outline of the Plan.
The Plan is an “advance-warning type” takeover defense measure that utilizes gratis allotment of stock acquisition rights in case of a large-scale acquisition of the shares in the Company, which was introduced and renewed upon shareholder approval at the general meeting of shareholders. The details of the Plan are as follows:
  1. The Company requires the Acquirer intending to conduct an Acquisition that would result in the ratio of voting rights of a holder amounting to 20% or more of the share certificates, etc. issued by the Company to submit to the Company, before commencing or effecting the Acquisition, the Acquirer's Statement outlining the Acquisition and information necessary to consider the details of such Acquisition.
  2. The Company established the Independent Committee which is highly independent from the Company's management. The Independent Committee may require the Company's board of directors to present an opinion on the terms of the Acquisition and supporting materials, and an alternative proposal (if any).
  3. Upon receiving the information from the Acquirer and the Company's board of directors, the Independent Committee will evaluate and consider the terms of the Acquisition, consider any alternative proposal presented by the Company's board of directors, negotiate with the Acquirer, disclose information to shareholders, and perform other necessary tasks with any advice independently obtained from outside experts.
  4. The Company will implement the Gratis Allotment of Stock Acquisition Rights if (x) the Acquisition is not in compliance with the procedures prescribed in the Plan and it is reasonable to implement the gratis allotment of Stock Acquisition Rights (Trigger Event (1)), or (y) the Acquisition threatens to cause obvious harm to the corporate value of the Company and, in turn, the common interests of its shareholders or any other requirement, and it is reasonable to implement the gratis allotment of Stock Acquisition Rights (Trigger Event (2)).
  5. The applicability of the requirements and reasonableness to implement Gratis Allotment of Stock Acquisition Rights to an Acquisition will be determined without fail through the recommendation by the Independent Committee. In addition, the Company's board of directors may convene the Shareholders Meeting and confirm the intent of the Company's shareholders regarding the implementation of the gratis allotment of the Stock Acquisition Rights, if the applicability of Trigger Event (2) becomes an issue and (x) the Independent Committee recommends the implementation of the Gratis Allotment of Stock Acquisition Rights subject to obtaining approval at the Shareholders Meeting in advance or (y) the Company's board of directors determines it appropriate to confirm the shareholders' intent taking into consideration the time required to convene the Shareholders Meeting or other matters pursuant to the duty of care of a good manager. If the Shareholders Meeting is convened, the Company's board of directors will comply with any resolution by the Shareholders Meeting. The Company's board of directors will not implement the Gratis Allotment of Stock Acquisition Rights if the implementation of the Gratis Allotment of Stock Acquisition Rights is disapproved by the Shareholders Meeting or the Independent Committee recommends the non-implementation of the gratis allotment of Stock Acquisition Rights.
  6. The Stock Acquisition Rights to be allotted upon triggering the Plan will have (x) an exercise condition that does not in principle allow the Acquirer etc. to exercise the rights and (y) an acquisition provision to the effect that the Company may acquire the stock acquisition rights in exchange for the Company's shares from persons other than the Acquirer etc. If shareholders other than the Acquirer etc., receive the Company's shares as a result of the Company acquiring those Stock Acquisition Rights, the ratio of voting rights in the Company held by the Acquirer etc., may be diluted by up to a maximum of approximately 50%.
Specifically, in what sense is the Plan considered highly reasonable?
The characteristics described in the table below support its reasonability.
Characteristics Company's Takeover Defense Measures
Shareholders' intent
  • Confirmation of shareholders' intent at the general meeting of shareholders is required to introduce or renew the Plan.
  • If, even before the expiration of the Effective Period, the general meeting of shareholders passes a resolution to abolish the Plan, the Plan will be abolished at that time. In this regard, the life of the Plan depends on the intent of the Company's shareholders.
  • Upon triggering the Plan, the Company's board of directors may convene the Shareholders Meeting and confirm the intent of the Company's shareholders regarding the implementation of the gratis allotment of the Stock Acquisition Rights, if (i) the Independent Committee recommends that the implementation of the Gratis Allotment of Stock Acquisition Rights should be subject to obtaining advance approval at the Shareholders Meeting or (ii) the applicability of Trigger Event (2) becomes an issue and the Company's board of directors determines it is appropriate to confirm the shareholders' intent taking into consideration such matters as the time required to convene the Shareholders Meeting in light of the duty of care of a good manager.
Independent Committee
  • Comprised of highly independent outside directors and the like. Members of the Independent Committee include one outside director and two outside corporate auditors.
  • Triggering of the Plan must follow the recommendations made by the Independent Committee based on specified requirements.
Trigger level
  • A tender offer etc., for the purpose of holding or acquiring 20% or more of voting rights.
Effective period
(Sunset clause)
  • Three years.
  • Resolution at the general meeting of shareholders is separately required to renew the Plan.
Composition of the Board of Directors
  • Three directors out of eight directors of the Company are outside directors.
Abolition
  • The Plan may be abolished at any time by resolution by a meeting of the Company's board of directors (neither dead hand, in which even if a majority of the members of the Company's board of directors are replaced, the triggering of the measure cannot be stopped, nor slow hand, in which triggering takes more time to stop).
Disclosure of information such as purpose, trigger provision and procedures
  • Disclose information in a timely manner through press releases, etc. in accordance with the applicable laws and ordinances or the regulations of the financial instruments exchange.
Please explain the relationship between the Independent Committee and the Shareholders Meeting, which are effectively the bodies that determine triggering of the Plan.
The Plan sets out that the Company's board of directors must, without fail, make its determination as to the triggering of the Plan through the determination by the Independent Committee. The Company's board of directors, in exercising its role under the Corporation Law, will pass a resolution relating to the implementation or non-implementation of a gratis allotment of Stock Acquisition Rights, respecting to the maximum extent any recommendation of the Independent Committee.
The Plan also sets out that the Company's board of directors may convene the Shareholders Meeting to confirm the shareholders' intent in addition to recommendations by the Independent Committee. In this case, the Company's board of directors, in exercising its role under the Corporation Law, will pass a resolution relating to the implementation or non-implementation of a gratis allotment of Stock Acquisition Rights in accordance with any resolution by the Shareholders Meeting.
How does the introduction of the Plan affect the shareholders?
Upon introduction, the Plan is not expected to have any direct or specific impact on shareholders because at that time, no actual gratis allotment of Stock Acquisition Rights will be implemented.
If an Acquirer emerges and the gratis allotment of Stock Acquisition Rights is implemented, shareholders other than the Acquirer etc., may exercise Stock Acquisition Rights allotted at no cost after the Exercise Period Commencement Date. The exercise price of Stock Acquisition Rights is an amount separately determined by the Company's board of directors in the Gratis Allotment Resolution within the range of a minimum of one yen and a maximum of the amount equivalent to one-half of the market value of one share of the Company. Shareholders are required to contribute such amount upon exercising of Stock Acquisition Rights.
However, when the Company acquires the Stock Acquisition Rights and, in exchange, delivers shares in the Company, the shareholders other than the Acquirer etc., will come to receive the equivalent shares in the Company without paying the exercise price. When the Company follows procedures to acquire the Stock Acquisition Rights, the shareholders other than the Acquirer etc., will come to receive shares in the Company without exercising the Stock Acquisition Rights or paying the exercise price. As a result, no economic dilution of the aggregate shares in the Company they hold will result as a general rule (rather only dilution of the value per share of shares in the Company they hold will result).
When the gratis allotment of Stock Acquisition Rights is implemented, what procedures should the shareholders follow?

Gratis allotment of Stock Acquisition Rights
If the Company's board of directors passes a resolution for a gratis allotment of Stock Acquisition Rights, the Company's board of directors will also decide the Allotment Date in the same resolution and give public notice of this Allotment Date. In this case, the Company will make a gratis allotment of Stock Acquisition Rights to the shareholders who are registered or recorded in the Company's last register of shareholders as of the Allotment Date. The shareholders who are registered or recorded in the Company's last register of shareholders as of the Allotment Date will become Stock Acquisition Right holders on the effective date of the gratis allotment of Stock Acquisition Rights, and no further procedures, such as applying for such gratis allotment, will be necessary.

Exercise of Stock Acquisition Rights
When exercising the Stock Acquisition Rights allotted by gratis allotment of Stock Acquisition Rights, the shareholders are required to submit, as a general rule, an exercise request form for the Stock Acquisition Rights (in the form prescribed by the Company and containing necessary matters such as the terms and number of the Stock Acquisition Rights for exercise and the exercise date for the Stock Acquisition Rights, as well as representations and warranties regarding matters such as that the shareholders themselves satisfy the exercise conditions of the Stock Acquisition Rights, indemnity clauses and other covenants) and other documents necessary for the exercise of the Stock Acquisition Rights, and pay the amount determined in Gratis Allotment Resolution by the Company's board of directors during the exercise period. Exercising Stock Acquisition Rights by the Non-Qualified Parties will follow the Company's separate determination.

Acquisition of Stock Acquisition Rights by the Company
If the Company's board of directors determines to deliver the Company's shares in exchange for the Stock Acquisition Rights, the Company will acquire the Stock Acquisition Rights in accordance with the statutory procedures from the shareholders other than Non-Qualified Parties, on the day that falls on the date separately determined by the Company's board of directors and, in exchange, deliver shares in the Company. In this case, the shareholders concerned need not pay an amount equivalent to the exercise price. However, in such case, the shareholders concerned will be separately requested to submit, in the form prescribed by the Company, a written undertaking including representations and warranties regarding matters such as the fact that they are not Non-Qualified Parties, indemnity clauses and other covenants.

Under the conditions for exercise of the Stock Acquisition Rights allocated by gratis allotment of Stock Acquisition Rights, shareholders residing in foreign countries in relation to whom certain procedures are required to be performed to exercise the Stock Acquisition Rights under applicable foreign laws and regulations may not as a general rule exercise the Stock Acquisition Rights. Will shareholders residing in foreign countries suffer any damage under the Plan?
First, if no procedures such as registration obligations for securities are required upon the acquisition or exercise of the Stock Acquisition Rights pursuant to the applicable laws and regulations of the country in which the foreign-resident shareholders are located, then those foreign residents may also exercise the Stock Acquisition Rights.
Also, even if there are certain procedures such as registration obligations for securities required upon the acquisition or exercise of Stock Acquisition Rights pursuant to the applicable laws and regulations of the country in which the foreign-resident shareholders are located, in the case where it is determined that an exemption provision may be applied with respect to those foreign-resident shareholders, subject to satisfaction of requirements under the exemption provision, as a general rule those foreign-resident shareholders may exercise the Stock Acquisition Rights.
In addition, Stock Acquisition Rights held by foreign-resident shareholders may be acquired by the Company in accordance with the acquisition provision subject to compliance with any applicable laws and regulations. Therefore, shares in the Company may be delivered to foreign-resident shareholders when the Company has acquired Stock Acquisition Rights in exchange for the shares in the Company.
PAGE TOP