(3) Takeover bid agreement It is not uncommon for a bidder to negotiate and conclude an agreement with certain major shareholders before the start of the TOB. This agreement is usually referred to as a public offering agreement (kokaikaitsuke obo keiyaku). Takeover agreements are similar to functional share purchase agreements, including the content of guarantees and guarantees. Under this type of agreement, the tenderer is required to submit a takeover bid under certain conditions and the major shareholders who are parties to the agreement agree to sell a certain number of shares if the takeover bid takes place. (1) Large Volume Shareholding Report – 5% rule Large Shareholder – i.e. Shareholders who „own“ more than „5%“ of the shares of a company listed on the Stock Exchange in Japan, alone or with a „co-shareholder“, must submit a large volume Shareholding Report (tairyohoyu hokokusho) to the relevant Local Finance Office within five working days of the commitment of a large shareholder. As required by FIEA. The Large Volume Shareholding Report must include, among other things, the participation rate and the objective of the participation of the large shareholder. The large volume Shareholding Report can only be submitted electronically and must be submitted via the „EDINET“ website (disclosure.edinet-fsa.go.jp/).
After submission, the report will be published on the EDINET website. The meanings of the words with the quotation marks are: „Hold“ – a person is generally considered to be „holding“ if the person (a) owns the shares in his own name, the name of another person or (b) has the right to require the provision of share certificates or similar documents under a contract of sale or similar document. „Joint shareholder“ – A natural or legal person is generally considered an „associate shareholder“ when a shareholder has agreed to jointly acquire or transfer shares or exercise voting and other shareholder rights jointly with another shareholder. . . .