May 29, 2020
MINEBEA MITSUMI Inc.
Discontinuation of Countermeasures to Large-Scale Acquisitions of MinebeaMitsumi Shares (Takeover Defense Measures)
MINEBEA MITSUMI Inc. (the "Company") announces that a resolution was made at a meeting of the Board of Directors held today to discontinue the plan for countermeasures to large-scale acquisitions of shares in the Company (takeover defense measures) ("the Plan"), which expires its effective period upon the conclusion of the ordinary general meeting of shareholders of the Company scheduled on June 26, 2020.
The Company experienced large-scale acquisitions conducted by abusive acquirers (so called, green mailers) around the late 1980's and had caused tremendous inconvenience to our shareholders due to violent fluctuations of our stock price. It was an extremely bitter experience for the Company as we consumed a great deal of cost as well as valuable time and management resources to deal with abusive acquirers, though resources were supposed to be used for conducting and developing our management strategies. Based on those experiences, the Company introduced the Plan in May 2008, updated and renewed several times. Most recently, we received approval from shareholders for the renewal of the Plan at the 71st ordinary general meeting of shareholders of the Company held on June 29, 2017.
In recent years, the Company had a business integration with MITSUMI ELECTRIC CO., LTD. in 2017, with U-Shin Co., Ltd., a Tier 1 of automobile parts manufacturer, in 2019 and with ABLIC Inc., a manufacturer specializing in analog semiconductors, in April this year and through these business integration, the Company has been further strengthening its business foundation and actively working to enhance corporate value.
With the date of expiration of the Plan approaching, the Company exhaustively discussed whether to renew the Plan, taking into all factors, including the opinions and wishes of domestic and international institutional investors and other shareholders. Compared with the time when the Plan was introduced, the business environment surrounding our Group and trends involving takeover defense measures have changed including revisions of laws and regulations. Judging that the necessity of the Plan for the Company has decreased relatively in order to enhance our corporate value through sustainable generation of profits and shareholder returns. As a result, the Board of Directors decided at the board meeting held today that the Plan will not be continued after it expires upon the conclusion of the ordinary general meeting of shareholders of the Company.
Even after the discontinuation of the Plan, the Company will continue to ensure and enhance medium-to-long term corporate value and the common interests of shareholders and from that perspective, the Company shall ask persons who attempt to make large-scale acquisitions of Company shares to provide information that is sufficient and necessary to suitably determine the propriety of the acquisition. Furthermore, the Company shall disclose the opinions, etc., of the Company's Board of Directors, shall strive to provide shareholders with the time and information needed for consideration of the acquisition, and shall take appropriate actions in response to individual cases based on the Financial Instruments and Exchange Act, the Companies Act, and other applicable laws and regulations.
|Company Name:||MINEBEA MITSUMI Inc.|
Representative Director, CEO & COO
(Code No. 6479, TSE Div. No. 1)
Officer in charge of Personnel & General Affairs
Product information, contact and other context are subject to change without prior notice.