Discontinuance (Abolition) of Policies concerning Large-Scale Purchases of the Company's Shares (Takeover Defense Measures)
While Nippon Shinyaku Co., Ltd. (the “Company”) renewed its Policies concerning Large-Scale Purchases of the Company’s Shares based on the resolution at the meeting of its Board of Directors held on May 13, 2013 and the approval of the shareholders at the annual general meeting of shareholders held on June 27, 2013 (Policies concerning Large-Scale Purchase of the Company’s Shares as renewed in 2013 shall be referred to as the “Current Policies”), the effective term of the Current Policies is set to expire as of the close of the annual general meeting of shareholders to be held on June 29, 2016 (the “Annual General Meeting of Shareholders.”)
The Company hereby announces that, at a meeting held today, its Board of Directors resolved to discontinue the Current Policies as of the close of the Annual General Meeting of Shareholders.
For the forthcoming expiry of the effective term of the Current Policies, the Company has continuously deliberated on how to manage the Current Policies thereafter, from the viewpoint of enhancing the Company’s corporate value and ensuring common interest of the shareholders, taking into account opinions of the shareholders including institutional investors in Japan and abroad as well as recent trend concerning takeover defense measures. After deliberating as aforesaid, considering that the management environment surrounding the Company has changed after the renewal to the Current Policies and that the purpose of the introduction of the Current Policies, which was to secure sufficient information and time necessary for shareholders to make appropriate decisions in the event of large-scale purchase against the Company’s shares, is already ensured to a certain degree by the arrangements under the Financial Instruments and Exchange Act, the Company evaluates that the importance of maintaining the Current Policies have been relatively reduced. Based on the foregoing, the Company resolved to terminate and discontinue the Current Policies as of the close of the Annual General Meeting of the Shareholders.
Even after the termination of the Current Policies, the Company will ask those who seeks to make any large-scale purchase of the Company’s shares to provide information as may be necessary and sufficient for the shareholders to decide properly on appropriateness of the purchase, and will also make a disclosure of the opinion and the like of the Company’s Board of Directors, endeavor to ensure time and information for shareholders’ review thereon, and take other appropriate measures to the extent permitted under the Financial Instruments and Exchange Act, the Companies Act and other relevant laws and regulations as well as the Articles of Incorporation of the Company. Concurrently therewith, the Company shall continuously endeavor to enhance its corporate value and ensure common interest of the shareholders.