2014
May 30, 2014
Minebea Co., Ltd.
Renewal of Countermeasures to Large-Scale Acquisitions of
Minebea Shares (Takeover Defense Measures)
The board of directors of Minebea Co., Ltd. (the "Company" or "Minebea") resolved at a meeting held on May 10, 2011 to renew a plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures) (the "Former Plan") and obtained the shareholders' approval at the 65th ordinary general meeting of shareholders held on June 29, 2011. The effective period of the Former Plan will expire at the conclusion of the 68th ordinary general meeting of shareholders of the Company to be held on June 27, 2014 (the "Ordinary General Meeting of Shareholders").
The Company considered various developments involving the takeover defense measures, including those regarding amendments to laws and ordinances and actual practices, after renewing the Former Plan in May 2011, and determined that it is necessary to renew the Former Plan in order to ensure and enhance the Company's corporate value and, in turn, the common interests of its shareholders based on the current legal systems and the market environment and other circumstances in Japan in light of the Company's experience with inappropriate acquisitions, including those by abusive acquirers, made against the Company in the past. Therefore, the Company announces that, before the expiration of the effective period of the Former Plan, the Company's board of directors determined at the meeting held today to partially revise the Former Plan and introduce a renewed plan (the introduction is to be referred to as the "Renewal," and the renewed plan is to be referred to as the "Plan") as a measure to prevent decisions on the Company's financial and business policies from being controlled by persons deemed inappropriate (Article 118, Item 3(b)(ii) of the Enforcement Regulations of the Companies Act) under the basic policy regarding the persons who control decisions on the Company's financial and business policies (as provided in Article 118, Item 3 of the Enforcement Regulations of the Companies Act; the "Basic Policy").
See annex for complete press release.
Renewal of Countermeasures to Large-Scale Acquisitions of Minebea Shares (Takeover Defense Measures)
| Company Name: | Minebea Co., Ltd. |
| Representative: | Yoshihisa Kainuma Representative Director, President and Chief Executive Officer (Code No. 6479, TSE Div. No.1) |
| Contact: | Hiroharu Katogi Director, Senior Managing Executive Officer |
| Tel: | +81-(0)3-6758-6711 |
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