1. Home
  2. Company Information
  3. Press Release

Press Release

Back Release | Next Release

April 17, 2008
eAccess Ltd.
(Code Number: 9427)

Notice of Discontinuation of eAccess Rights Plan
Raising a question about the trend towards excessive defense against hostile acquisition

eAccess Ltd. (hereinafter the "Company") has introduced a defense measure against hostile acquisition. Such a measure is formally referred to as "Stock Options Enhancing Corporate Value", and is also called "eAccess Rights Plan" (hereinafter "Rights Plan"). The Rights Plans was approved by the Annual Meeting of Shareholders held on June 22, 2005. The effective term of the Rights Plan will expire at the end of the Annual Meeting of Shareholders to be held in late June 2008.
The Company hereby announces that The Board of Directors resolved on this day of April 17, 2008 not to continue the Rights Plan after its expiration.

This Rights Plan was introduced from the view point of the protection of corporate value and shareholders, and the fulfillment of eAccess' responsibility as a highly public telecommunication provider, in order to provide sufficient time and information to review the validity of a proposed acquisition and the alternative plan in cases where shareholders or potential shareholders intend to acquire a large amount of shares of the Company so as to be involved in the management of the Company.

On the other hand, the Financial Instruments and Exchange Law, which was enacted after the introduction of the Rights Plan, provides that the "Special reporting system" (tokurei houkokuseido) should not be applied to a case where the person who acquired shares intends to make a "significant proposal concerning involvement in management" (juudai teiannkoui) and requires such person to submit the "Large Shareholdings Reports"(tairyou hoyu uhoukokusho) within 5 business days of such an acquisition. With reference to the takeover bid ("TOB"), the Law allows the target company to request to extend the TOB period (kasitsukekikan enchou seikyu) and to ask questions to the tender offerors (shitsumonken no koushi). Therefore, the purpose of the Rights Plan, to provide for sufficient time and information to review a proposed acquisition, is achieved by the operation of law.
Additionally, in the current environment, where excessive defense against hostile acquisition tends to be regarded as a closed feature of the Japanese Capital market and where it is pointed out that international investment tends to withdraw from the Japanese market, we would like to make it clear that companies should take the position of being open to the capital market.
As a result, we take into account that a company should belong to its shareholders and the final decision regarding significant proposals concerning the management of the company should be made by Shareholders. Therefore, we have concluded that the Company should discontinue the Rights Plan after the Annual Shareholders Meeting for 2008.

We strive everyday to assure transparent corporate governance by setting Board of Directors Meetings in which the majority of members are comprised of external directors. Also, we continue to operate our business with a focus on enhancing corporate value on a mid to long term basis, by engaging in active information collection and disclosing such information appropriately in order to assure the interest of shareholders.


The information is true and accurate at the time of publication. Price, specification, contact and other information of products and service may be subjected to change.