Renewal of Countermeasures to Large-Scale Acquisitions of Seiko Epson Shares (Takeover Defense Measures)
- TOKYO, Japan, April 28, 2017 -
Seiko Epson Corporation (the "Company"), for the purpose of ensuring and enhancing the Company's corporate value and the common interests of its shareholders, received approval from shareholders for the renewal of the plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures) at the 72nd ordinary general meeting of shareholders of the Company held on June 24, 2014 (the renewed plan for countermeasures to large-scale acquisitions of the shares in the Company: the "Existing Plan").
As the Existing Plan is effective until the conclusion of the 75th ordinary general meeting of shareholders of the Company to be scheduled on June 28, 2017 (the "Annual Shareholders Meeting"), the Company has continually considered the Existing Plan in a multifaceted manner, including whether to continue the Existing Plan, from the viewpoint of maintaining and enhancing the common interests of shareholders and the Company's corporate value.
As a result, the Company has determined that renewing the Existing Plan would contribute to the corporate value of the Company and the common interests of its shareholders for the reasons that it would help the entire Company advance the strategies toward achieving the Epson 25 Corporate Vision without dispersing its management resources, and that, on occasions when the Company receives a large-scale acquisition proposal for the shares in the Company (defined in Ⅲ. 2.2 (a) below; hereinafter the same) from an acquirer, it would provide the Company with a measure that ensures the necessary time and information for the shareholders to decide whether or not to accept such proposal or for the Company's board of directors to present an alternative proposal while enabling the board of directors to discuss and negotiate with the acquirer. In view of this, the Company hereby announces the decision at the meeting of its board of directors held today to renew the Existing Plan with certain changes (the renewed plan for countermeasures: the "Plan"), subject to shareholder approval at the Annual Shareholders Meeting.
The purpose of the changes to the Existing Plan is to further enhance its appropriateness and objectivity by even more clearly defining that it is for ensuring that the countermeasure would maintain the common interests of the shareholders and not for maintaining the positions of the executives of the Company. An outline of its content is described below.
Major Changes from the Existing Plan
- To further enhance the objectivity of the decisions made by the Special Committee, the members of the Special Committee shall be solely elected from among highly independent outside directors, while previously, electing external experts was allowed.
- Certain patterns of acquisition, etc. subject to a gratis allotment of stock acquisition rights will be deleted to limit the triggering requirements.
- With regard to the treatment of recommendations of the Special Committee, to eliminate arbitrary operation by the management, the board of directors shall make decisions by following the recommendations (except in cases where following such recommendations could be considered a violation of directors' obligation to exercise the duty of due care of a prudent manager), while previously, the board of directors were required to make decisions by respecting such recommendations to the maximum extent.
- Period necessary for each process after an Acquirer (defined in Ⅲ. 2. (1) (b) below; hereinafter the same) expressed the intention to purchase will be specified and clarified.
- In case of acquiring stock acquisition rights from Non-Qualified Parties (defined in Ⅲ.2. (4) (g) below; hereinafter the same), it will be clarified that any economic profit such as cash will not be delivered.
Other minor modifications such as wording changes were made.
Major shareholders of the Company as of March 31, 2017 are listed in the exhibit. Please note that the Company has not received any notice or proposal of a large-scale acquisition of shares in the Company from a specific third party to date.
Epson is a global technology leader dedicated to connecting people, things and information with its original efficient, compact and precision technologies. With a lineup that ranges from inkjet printers and digital printing systems to 3LCD projectors, smart glasses, sensing systems and industrial robots, the company is focused on driving innovations and exceeding customer expectations in inkjet, visual communications, wearables and robotics.
Led by the Japan-based Seiko Epson Corporation, the Epson Group comprises more than 72,000 employees in 88 companies around the world, and is proud of its contributions to the communities in which it operates and its ongoing efforts to reduce environmental impacts.