2014

Announcement Concerning Renewal of Takeover Defense Measures Against Large-Scale Purchases of the Company’s Shares (Defense Measures Against Takeover Bids)

Announced: May 13, 2014

Published: May 20, 2014

Name of Listed Company: Toyo Ink SC Holdings Co., Ltd.
Representative: Katsumi Kitagawa, President and Representative Director
Stock Code: 4634, Tokyo Stock Exchange First Section
Inquiries: Toshihiko Nobe, Operating Officer and General Manager of General Affairs Department
Tel: +81-3-3272-5731

Toyo Ink SC Holdings Co., Ltd. (“the Company”) introduced countermeasures against attempts to acquire the Company’s shares beyond a certain limit by a certain shareholder or group of shareholders at the 170th general meeting of shareholders held on June 27, 2008, and thereafter continued to implement the countermeasures with the approval of shareholders, which was obtained at the 173rd general meeting of shareholders held on June 29, 2011 (the continued countermeasures shall be hereinafter referred to as the “Current Measures”). The Current Measures are valid until the close of the 176th general meeting of shareholders to be held in June 2014.
In light of changes in the economic and social situation and circumstances, progress in discussions about defense measures against takeover bids, and other factors, the Company has further examined the content of the Current Measures and the merits of extending the Current Measures as an expedient to maintain and improve the corporate value of the Company, its subsidiaries, and affiliated companies (collectively, the “Group”) and to protect the common interests of shareholders.
当As a result of the examination, the Company announces that all directors of the board resolved by unanimous consent at a meeting of the Company’s Board of Directors held on May 13, 2014 to partially review the Current Measures and then adopt revised measures against large-scale purchases of the Company’s shares (defense measures against takeover bids, hereinafter the “Measures”), conditional on the approval by resolution of the shareholders in a general meeting, and to submit as an agenda item the approval of the introduction of the Measures (replacement by the Measures) to the 176th general meeting of shareholders to be held on June 27, 2014.

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Update: May 20, 2014