Komori
M&A and Subsidiary Changes1447SAAF Holdings Co.,Ltd.Construction and Materials

Notice Regarding the Additional Designation of Joint Concerted Actions under the Policy for Responding to Acquisitions, the Free Allotment of Stock Acquisition Rights, and the Confirmation of Shareholders’ Intent at an Extraordinary General Meeting

The Company additionally designated 合同会社トイテラス, Hanyu Shinobu (羽生 忍) and Narita Mikado (成田 帝) as members of the specified shareholder group, and decided to allot one share acquisition right per share without consideration because the group violated the procedures prescribed under the policy. If approval is not obtained at the extraordinary general meeting of shareholders scheduled for 25 August 2026, the allotment will be cancelled.

Worth reading
65In focus
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
25.97
Voting rights held by the specified shareholder group (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Gratis allotment of these share acquisition rights
Voting rights ownership percentage21.85% (shareholders previously designated as of 25 February 2026) → 25.97% (specified shareholder group as of 22 July 2026)
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationWithout consideration (the payment amount for the Class A Share Acquisition Rights). Eligible holders are scheduled to receive the Company’s common shares, while ineligible holders are scheduled to receive Series 1 B Share Acquisition Rights
Impact on Business Performance

No amount of the impact on financial results was disclosed. Regarding the impact on shareholders and investors, the Company stated that there is currently no direct, specific impact, but that the share price may fluctuate in the future

Procedures and assumptions
Special CommitteeEstablished. An independent committee comprising 2 outside directors, 1 outside corporate auditor and 1 outside expert
Conditions Precedent to ExecutionThe resolution approving the implementation of this countermeasure must be passed at the extraordinary general meeting of shareholders scheduled for 25 August 2026. If the resolution is rejected, the gratis allotment of these share acquisition rights will be cancelled. In addition, the public notice regarding the setting of the record date is conditional on the resolution being passed
This transaction
ItemDetails
Transaction nameGratis allotment of these share acquisition rights
Type of ConsiderationWithout consideration (the payment amount for the Class A Share Acquisition Rights). Eligible holders are scheduled to receive the Company’s common shares, while ineligible holders are scheduled to receive Series 1 B Share Acquisition Rights
Voting rights ownership percentageBefore 21.85% (shareholders previously designated as of 25 February 2026) → after 25.97% (specified shareholder group as of 22 July 2026)
Impact on Business PerformanceNo amount of the impact on financial results was disclosed. Regarding the impact on shareholders and investors, the Company stated that there is currently no direct, specific impact, but that the share price may fluctuate in the future
Date of board resolution3 August 2026
Execution Date / Effective Date25 September 2026 (scheduled effective date of the gratis allotment of these share acquisition rights). The effective date of the acquisition of these share acquisition rights is scheduled for around October 2026
Special CommitteeEstablished. An independent committee comprising 2 outside directors, 1 outside corporate auditor and 1 outside expert
Conditions Precedent to ExecutionThe resolution approving the implementation of this countermeasure must be passed at the extraordinary general meeting of shareholders scheduled for 25 August 2026. If the resolution is rejected, the gratis allotment of these share acquisition rights will be cancelled. In addition, the public notice regarding the setting of the record date is conditional on the resolution being passed
Items this document does not state (24)
Counterparty nameName of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company explained that the specified shareholder group holds 25.97% of the voting rights through acting in concert and carried out purchases without following the procedure for submitting a statement of intent prescribed under the takeover response policy, making it necessary to protect corporate value and the common interests of shareholders. The Company also stated that it will submit the matter to an extraordinary general meeting of shareholders to confirm shareholders’ intentions regarding the implementation of the countermeasure.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Additional Designation of Joint Concerted Actions under the Policy for Responding to Acquisitions, the Free Allotment of Stock Acquisition Rights, and the Confirmation of Shareholders’ Intent at an Extraordinary General Meeting | SAAF Holdings Co.,Ltd. (1447) timely disclosure | Komori