BASE adopts anti-takeover defense amid Hiroyuki Maki share accumulation

BASE Inc. (TSE:4477) announced today the adoption of a response policy, including a potential shareholder rights plan, aimed at ensuring corporate value and protecting shareholder interests amid a rapid accumulation of its shares by investor Hiroyuki Maki. Maki has acquired a 14.25% stake as of March 12, and indicated intentions to increase his holding beyond 30%, potentially through a tender offer. BASE expressed concerns over a lack of transparency surrounding Maki's intentions and the potential for conflicts of interest. The company will establish an Independent Committee and seek shareholder approval for countermeasures, including a potential gratis allotment of stock acquisition rights, if necessary. The measures are designed to ensure shareholders have adequate information and time to assess any tender offer from Maki. The response policy is valid until the first board meeting after the 2026 annual general meeting but can be terminated earlier.