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News Release

FOR IMMEDIATE RELEASE
February 28, 2006
For Print (PDF 336KB)

Policy for Protection of the Company's Corporate Value and
Common Interests of Shareholders


Listed Stock Name:   Eisai Co., Ltd.
Director and President & CEO: Mr. Haruo Naito
Headquarters: 4-6-10 Koishikawa Bunkyo-ku, Tokyo
Securities Code: 4523
Listed Locations: First Sections of the Tokyo Stock Exchange
& the Osaka Securities Exchange
Inquiries: Mr. Tetsushi Ogawa
Director of Board of Directors' Secretariat
Mr. Atsuo Naganawa
Director of Corporate Communications
Phone: 81-3-3817-5120

Policy for Protection of the Company's Corporate Value and
Common Interests of Shareholders


The Board of Directors of Eisai Co., Ltd. (the Chair: Tadashi Kurachi) resolved the Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders on February 28, 2006. This Policy aims at ensuring the corporate value and common interest of shareholders through achievement and implementation of the 5th Mid-term Strategic Plan (which will apply for 6 years, from FY2006 to FY2011) approved by the Board of Directors on the same day. A summary of the Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders is as follows.

<Summary of the Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders>

1. Purposes and Nature
Eisai has decided to introduce a Policy for Protection of the Company's Corporate Value and Common Interests of the Shareholders (hereinafter referred to as “the Policy”) in order to ensure the corporate value and common interests of the shareholders through achievement and implementation of the 5th Mid-term Strategic Plan based on the philosophy as the hhc company.

The Policy is a prior notice typed plan. It sets forth an orderly procedure to be followed when an acquisition of large block of our shares is planned to secure sufficient time and information for shareholders to make appropriate judgments. It also enables the Company to issue new share subscription rights to all the shareholders which the acquirer is not entitled to exercise and dilute its voting rights of the acquirer if the procedure is not followed by the acquirer or if the acquisition is inappropriate and would undermine the corporate value and common interests of the shareholders. By these, this Policy is designed to deter inappropriate acquisitions.

The procedure in this Policy will be primarily managed by an Independent Committee of Outside Directors which consists of all seven (7) outside directors who are the majority of the Board of Directors (7 out of 11) and are all independent from the company management, and the Independent Committee of Outside Directors will provide evaluations of proposed acquisition and make judgments as to whether to submit a proposal on the issue of the new share subscription rights to the Board of Directors.

2. Background to the Adoption
In regard to the adoption of the Policy, a Special Committee consisting of 3 outside directors proposed the adoption to the Independent Committee of Outside Directors after examination with advices from several outside experts. As the result of examination whether or not to adopt the Policy, the Independent Committee of Outside Directors regarded it to be essential to ensure common interests of the shareholders and proposed it to the Board of Directors. The Board of Directors discussed the matter and resolved the adoption today.

In this way, adoption of the Policy was initiated by two committees consisting solely of outside directors independent from the company management to ensure the company's corporate value and common interests of the shareholders.

It is also noted that the Board of Directors decided on the details of the Policy in priorconsultation with the Tokyo Stock Exchange.

3. Procedure
An acquirer who plans to acquire 15% or greater of our outstanding shares by any purchase or any takeover bid is required to submit the necessary information to the Independent Committee of Outside Directors in accordance with the Policy.
The Independent Committee of Outside Directors may receives information from Eisai's management, and will evaluate the proposed acquisition, provide information to the shareholders, and may invite proposals of alternative plans and may negotiate with the acquirer.

If the acquirer fails to observe the procedure or the Independent Committee of Outside Directors determine that the acquisition undermines the corporate value and common interests of the shareholders, the Committee may recommend to the Board of Directors to issue the new share subscription rights to ensure the company's corporate value and the common interests of the shareholders.

4. Effective Period
The effective period of the Policy is until June 30, 2012. This includes the period of the 5th Mid-term Strategic Plan (from April 2006 to March 2012). Annual review of the Policy, which may result in continuance, modification, or abolition, will be conducted at the Independent Committee of Outside Directors and the Board of Directors consisting of the directors newly elected immediately after the Ordinary General Meeting of Shareholders.

[The Policy for Protection of the Company's Corporate Value and Common Interests of Shareholders is accompanied as an attachment]


PDF [Reference] (PDF 216KB)