Decision by Sumitomo Mitsui Construction Co., Ltd. to Make a Share Sale Demand for the Company's Shares, Approval of the Share Sale Demand, and Delisting of the Company's Shares
三井住建道路株式会社 (the filing company) and Sumitomo Mitsui Construction Co., Ltd. (special controlling shareholder)
Common shares of 三井住建道路株式会社; Tokyo Stock Exchange Standard Market
Sumitomo Mitsui Construction came to own 90% or more of the voting rights of all shareholders through the tender offer and thereby became a special controlling shareholder under Article 179, Paragraph 1 of the Companies Act. The transaction is intended to advance the Company's conversion into a wholly owned subsidiary as part of the overall transaction.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Sumitomo Mitsui Construction: 4,981,500 shares, 53.69% (as of 9 March 2026)
Sumitomo Mitsui Construction: 8,848,998 shares, 95.38% (28 April 2026, the commencement date of settlement for the tender offer)
Related procedures
Share sale demand under Article 179, Paragraph 1 of the Companies Act; delisting
Tokyo Stock Exchange, Inc.
Company response
A special committee was established on 2 December 2025. The committee is chaired by Hoshi Chie (星千絵), with Matsubayashi Keiko (松林恵子) and Ando Yoshimichi (安藤佳道) as members.
The shares will be designated as securities under supervision for delisting through 28 May 2026 and are scheduled to be delisted on 29 May 2026. Sumitomo Mitsui Construction is scheduled to acquire the shares on 2 June 2026. The management structure and other matters following approval will be discussed and considered by the Company and Sumitomo Mitsui Construction going forward.
| Item | Details |
|---|---|
| Event name | Decision by Sumitomo Mitsui Construction Co., Ltd. to Make a Share Sale Demand for the Company's Shares, Approval of the Share Sale Demand, and Delisting of the Company's Shares |
| Date of occurrence | 8 May 2026 (date of the decision to make the share sale demand and date of the approval resolution) |
| Date recognized / date notice received | 8 May 2026 (date on which notice regarding the share sale demand was received from Sumitomo Mitsui Construction) |
| Subject Entity | 三井住建道路株式会社 (the filing company) and Sumitomo Mitsui Construction Co., Ltd. (special controlling shareholder) |
| Target Locations / Products | Common shares of 三井住建道路株式会社; Tokyo Stock Exchange Standard Market |
| Cause | Sumitomo Mitsui Construction came to own 90% or more of the voting rights of all shareholders through the tender offer and thereby became a special controlling shareholder under Article 179, Paragraph 1 of the Companies Act. The transaction is intended to advance the Company's conversion into a wholly owned subsidiary as part of the overall transaction. |
| Type of litigation or proceeding | Share sale demand under Article 179, Paragraph 1 of the Companies Act; delisting |
| Court or authority | Tokyo Stock Exchange, Inc. |
| Date of filing / date of action | 8 May 2026 (date of the share sale demand and approval resolution) |
| Investigation structure | A special committee was established on 2 December 2025. The committee is chaired by Hoshi Chie (星千絵), with Matsubayashi Keiko (松林恵子) and Ando Yoshimichi (安藤佳道) as members. |
| Voting rights ownership percentage before the change | Sumitomo Mitsui Construction: 4,981,500 shares, 53.69% (as of 9 March 2026) |
| Voting rights ownership percentage after the change | Sumitomo Mitsui Construction: 8,848,998 shares, 95.38% (28 April 2026, the commencement date of settlement for the tender offer) |
| Outlook | The shares will be designated as securities under supervision for delisting through 28 May 2026 and are scheduled to be delisted on 29 May 2026. Sumitomo Mitsui Construction is scheduled to acquire the shares on 2 June 2026. The management structure and other matters following approval will be discussed and considered by the Company and Sumitomo Mitsui Construction going forward. |
Items this document does not state (12)
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 determined that becoming a wholly owned subsidiary of Sumitomo Mitsui Construction would enable the mutual utilization of management resources, customer bases and expertise within the INFRONEER Holdings Group, strengthen its ability to win public- and private-sector construction contracts, and enhance DX, operational efficiency and human capital, thereby contributing to an increase in corporate value. The Company also determined that the sale consideration was fair to minority shareholders because it was the same as the tender offer price.