Worth reading
79Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
20000000
Share consolidation ratio: 1 share for every 20,000,000 sharesWording
Conditional
How definitive the wording is.Decision and Details
The company’s Board of Directors (resolved on 8 April 2026 to submit the proposal to an extraordinary shareholders’ meeting)Prior disclosure matters concerning the share consolidation (the share consolidation)
Decision8 April 2026
Period CoveredFrom the effective date of 3 June 2026 onward (delisting and becoming a wholly owned subsidiary)
ImplementationScheduled for Wednesday, 3 June 2026 (the effective date of the share consolidation, subject to approval at the extraordinary shareholders’ meeting on 15 May 2026)
Going forwardAn extraordinary shareholders’ meeting is scheduled to be held on 15 May 2026. Subject to approval, treasury shares will be canceled on 2 June 2026 and the share consolidation will be implemented on 3 June 2026. An application for court approval to sell the fractional shares is expected to be filed in mid-June 2026, the shares are expected to be sold to Yokogawa Bridge Holdings Corp. in early July 2026, and the sale proceeds are expected to be paid to shareholders in late August 2026. The shares are scheduled to be delisted effective 1 June 2026.
AmountThe proceeds from the sale of fractional shares are expected to be determined based on the number of shares held on the final shareholder registry date of 2 June 2026 multiplied by ¥530. The tender offeror’s financing will consist of borrowings capped at a total of ¥25,000 million.
Quantity / scaleThe consolidation ratio is 1 share for every 20,000,000 shares. The total number of authorized shares on the effective date will be 8. Yokogawa Bridge Holdings Corp. holds 36,026,555 shares, representing an ownership interest of 79.14%. The company plans to cancel 1,426,002 treasury shares on 2 June 2026. Following the cancellation, the total number of issued shares will be 44,368,998.
Reason
To convert the shares held by shareholders other than the tender offeror into fractional shares of less than 1 share, making the tender offeror the company’s sole shareholder. The company also intends to utilize its capital base and brand, manufacturing capabilities, sales functions, technology and intellectual capital by becoming a wholly owned subsidiary following the tender offer.
Impact on Business Performance
No specific impact on results from the share consolidation itself has been disclosed. The company expects synergies from becoming a wholly owned subsidiary, including expansion of its business areas, higher sales and earnings, expansion of its sales channels and enhanced competitiveness.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure matters concerning the share consolidation (the share consolidation) |
| Decision-Making Body | The company’s Board of Directors (resolved on 8 April 2026 to submit the proposal to an extraordinary shareholders’ meeting) |
| Decision Date | 8 April 2026 |
| Implementation Date | Scheduled for Wednesday, 3 June 2026 (the effective date of the share consolidation, subject to approval at the extraordinary shareholders’ meeting on 15 May 2026) |
| Period Covered | From the effective date of 3 June 2026 onward (delisting and becoming a wholly owned subsidiary) |
| Amount | The proceeds from the sale of fractional shares are expected to be determined based on the number of shares held on the final shareholder registry date of 2 June 2026 multiplied by ¥530. The tender offeror’s financing will consist of borrowings capped at a total of ¥25,000 million. |
| Quantity / scale | The consolidation ratio is 1 share for every 20,000,000 shares. The total number of authorized shares on the effective date will be 8. Yokogawa Bridge Holdings Corp. holds 36,026,555 shares, representing an ownership interest of 79.14%. The company plans to cancel 1,426,002 treasury shares on 2 June 2026. Following the cancellation, the total number of issued shares will be 44,368,998. |
| Impact on Business Performance | No specific impact on results from the share consolidation itself has been disclosed. The company expects synergies from becoming a wholly owned subsidiary, including expansion of its business areas, higher sales and earnings, expansion of its sales channels and enhanced competitiveness. |
| Reason | To convert the shares held by shareholders other than the tender offeror into fractional shares of less than 1 share, making the tender offeror the company’s sole shareholder. The company also intends to utilize its capital base and brand, manufacturing capabilities, sales functions, technology and intellectual capital by becoming a wholly owned subsidiary following the tender offer. |
| Governing Rule | Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2 and Article 235 of the Companies Act; and Article 234, paragraph 2 of the Companies Act (as applied mutatis mutandis) |
| Related previous disclosures | Announcement of Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company’s Share Certificates, etc. by Yokogawa Bridge Holdings Corp., published on 4 February 2026; Announcement of the Results of the Tender Offer for the Company’s Share Certificates, etc. by Yokogawa Bridge Holdings Corp. and Changes in Parent Company and Major Shareholder, Being the Largest Shareholder, published on 24 March 2026; and Summary of Consolidated Financial Results for the Second Quarter (Interim Period) of the Fiscal Year Ending March 2026 under Japanese GAAP, published on 4 February 2026 |
| Future plans | An extraordinary shareholders’ meeting is scheduled to be held on 15 May 2026. Subject to approval, treasury shares will be canceled on 2 June 2026 and the share consolidation will be implemented on 3 June 2026. An application for court approval to sell the fractional shares is expected to be filed in mid-June 2026, the shares are expected to be sold to Yokogawa Bridge Holdings Corp. in early July 2026, and the sale proceeds are expected to be paid to shareholders in late August 2026. The shares are scheduled to be delisted effective 1 June 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Yokogawa Bridge Holdings Corp. acquired 79.14% of the company’s shares through a tender offer, and the company intends to make it the sole shareholder and take the company private. The company expects that becoming a wholly owned subsidiary will enable the mutual utilization of its capital base and brand, manufacturing facilities, sales network, technology and intellectual property, thereby enhancing corporate value.
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