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It is our pleasure to announce that the board of directors of the Company, at its meeting held on February 6, 2007, decided to recommend to the general shareholders' meeting the adoption of takeover defense measures (the "Plan") concerning the attempts to acquire 20% or more of the Company's shares ("Specific Takeover Attempts") in order to protect and increase the corporate value and shareholders' common interests of the Company. The adoption of the Plan is to be submitted for affirmation by a vote of shareholders at the 72nd annual shareholders' meeting of the Company to be held on March 27, 2007 (the "Annual Shareholders' Meeting")
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Why Do We Need the Plan? |
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Our fields of activities are not only business operations relating to motorcycles, marine products and power products, but also extend as far as social contribution and environmental protection activities, etc. We acknowledge that these activities have a synergistic effect, thereby making corporate brand value and building our brand value and corporate value. |
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In order to accomplish further increases of our brand value and corporate value, it is necessary to aggressively introduce new models, and specifically, develop products with new added value by introducing new technology. It is also important to promote research and development to generate new technology. Furthermore, in order to make profits in new business fields where high revenue and growth in scale are expected in the future, such as in the life science business and environmental technology, it is necessary to aggressively promote research and development as the basis of such businesses. To that end, we believe that bold corporate management policies should be adopted with a long-term perspective. |
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We believe that it will lead to the destruction
of our corporate value and shareholders’ common interests
if the acquirer, who lacks an understanding of the above-mentioned
sources contributing to brand value and corporate value of
our group companies, succeeds in acquiring the Company, and
control of the financial and business decisions of the Company,
and proceeds to manage the Company by only focusing on short-term
economic efficiency, and destroying the successive and programmed
management policies from mid to long-term perspective. |
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The Company deems it necessary that, in order
to protect and increase our corporate value and shareholders’ common
interests, the relevant acquirer make sufficient disclosure
prior to such takeover attempts. Such disclosure should include:
(i) the management policy and business plan intended by such
acquirer, (ii) the effects that such takeover proposal will
have on the shareholders, the Company’s management, and
the many stakeholders surrounding the Company, and (iii) the
attitudes toward social responsibilities, including safety
of the products. Furthermore, the Company deems it necessary
that the board of directors of the Company have sufficient
time to examine the takeover proposal, and sufficient negotiation
power against the acquirer, and accordingly, opportunity to
seek relevant information and favorable acquisition terms,
or to explore and develop favorable alternatives for shareholders. |
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2. |
Summary of the Plan |
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3. |
What Secures Reasonableness of the Plan? |
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(1) |
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Approval of the Shareholders upon Adoption of the Plan |
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In order to secure an opportunity to appropriately
reflect the will of the shareholders, the board of directors
of the Company recommends the adoption of the Plan to the Annual
Shareholders' Meeting, and obtains approval from the shareholders. |
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(2) |
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Possible Termination of the Plan by Shareholders’ Vote at One General Shareholders’ Meeting |
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As the term of office for directors is set
at one year, the Plan can be terminated through the election
of directors at one general shareholders’ meeting, if
shareholders so desire. |
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(3) |
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Binding Advice from Corporate Value Committee Comprised of Outside Directors and Outside Corporate Auditors |
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In order to secure the neutrality of the board's decision concerning the Takeover Proposal, a Corporate Value Committee comprised solely of outside directors and outside corporate auditors of the Company shall discuss the Takeover Proposal in good faith from the viewpoint of whether it serves the purpose of protection and increase of corporate value and shareholders' common interests. If the Corporate Value Committee adopts an Advisory Resolution recommending that the board of directors adopt a Confirmation Resolution, the board of directors is required to follow it, unless the board finds a special reason not to follow it. |
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(4) |
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Means to Enhance Objectiveness of the Board's Decision |
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Where the Takeover Proposal satisfies all requirements
prescribed in the Plan, the Corporate Value Committee is required
to adopt an Advisory Resolution. |
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(5) |
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Reaffirmation by Shareholders |
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The effective term of the Plan is three years
from the approval by shareholders at the Annual Shareholders' Meeting. The Plan will be resubmitted for a vote of affirmation
of the shareholders upon expiration of the current three-year
term. |
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(6) |
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Compliance with the Governmental Policy Concerning the Legitimacy and Reasonableness of the Plan |
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The Plan complies with all requirements of
legitimacy and reasonableness as set forth by the “Guidelines
Regarding Takeover Defense for the Purposes of Protection and
Enhancement of Corporate Value and Shareholders’ Common
Interests” dated May 27, 2005 and provided by the Ministry
of Economy, Trade and Industry and the Ministry of Justice. |
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