Toshiba 2008 Annual Report Download - page 107

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39
38
TAKEOVER DEFENSE MEASURE
The Company introduced a plan for countermeasures to any large-scale acquisitions of the Company’s shares (the “Plan”), based on
the shareholders’ approval of the basic concept of the Plan at the Ordinary General Shareholders Meeting held in June 2006, for the
purpose of protection and enhancement of the corporate value of the Company and the common interests of shareholders.
Specifically, if an acquirer starts or plans to start an acquisition or a takeover bid that would result in the acquirer holding 20% or
more of the Company’s total outstanding shares, the Company will require the acquirer to provide certain necessary information in
advance to its Board of Directors. The Board of Directors will then establish a Special Committee that will, at its discretion, obtain
advice from outside experts, consider the details of the acquisition, disclose to the Company’s shareholders the necessary information
regarding the acquisition, as well as the alternative proposal prepared by the Company’s Chief Executive Officer, and then negotiate
with the acquirer. If the acquirer does not comply with the procedures under the Plan, or the Special Committee decides that the
acquisition would damage the corporate value of the Company or the common interests of shareholders, the Special Committee will
recommend to the Board of Directors that the Company implement countermeasures (a gratis allotment of stock acquisition rights
(shinkabu yoyakuken no mushou wariate), a condition of which will be that they cannot be exercised by acquirers or the like) and
protect the corporate value of the Company and the common interests of shareholders.
18. NET INCOME PER SHARE
A reconciliation of the numerators and denominators between basic and diluted net income per share for the years ended
March 31, 2008 and 2007 is as follows:
Thousands of
Millions of yen U.S. dollars
Year ended March 31 2008 2007 2008
Net income available to common shareholders ¥127,413 ¥137,429 $1,274,130
Net income effect of dilutive convertible debentures ———
Net income available to common shareholders and assumed conversions ¥127,413 ¥137,429 $1,274,130
Thousands of shares
Year ended March 31 2008 2007
Weighted-average number of shares
of common stock outstanding for the year 3,229,055 3,214,078
Incremental shares from assumed conversions
of dilutive convertible debentures 253,398 269,681
Weighted-average number of shares of diluted common
stock outstanding for the year 3,482,453 3,483,759
Yen U.S. dollars
Year ended March 31 2008 2007 2008
Net income per share of common stock:
—Basic ¥39.46 ¥42.76 $0.39
—Diluted 36.59 39.45 0.37