Komori
Share Issuance and Disposal1909Nippon Dry-Chemical CO.,LTD.Machinery

Notice of the Convocation of an Extraordinary General Meeting of Shareholders and the Consolidation of Shares, Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

To make the Company a wholly owned subsidiary following the tender offer, a proposal will be submitted to the extraordinary general meeting of shareholders to consolidate 4,400,000 common shares into 1 share, fractionalize the shares held by minority shareholders and pay cash in respect of the fractional shares. In addition, the share unit system will be abolished, the Articles of Incorporation will be amended, and the Company is expected to be delisted.

Worth reading
26Immaterial
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
4400000
Share consolidation into 1 share for every [unspecified number] shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share Consolidation

発行・処分する株式数

Consolidation of 4,400,000 common shares into 1 share

Offering structure
Major shareholders after the offering
Expected to consist only of the tender offeror and ALSOK (ownership ratio: Not disclosed)
Procedures under the Corporate Code of Conduct
Establishment of an independent special committee and receipt of its opinion, receipt of a share valuation report from an independent third-party valuation institution, advice from independent legal and financial advisers, approval by all directors without conflicts of interest and an opinion from all audit and supervisory board members that they have no objection, securing an opportunity for other purchasers to make an offer, and setting a minimum number of shares to be purchased that satisfies the majority-of-minority requirement
Effective date of the consolidation
16 September 2026 (scheduled)
Treatment of fractional shares
The fractional shares are expected to be sold to the tender offeror, with cash to be paid based on ¥3,730 per share, the same as the tender offer price
Delisting date
14 September 2026 (scheduled)
Share unit
Expected to be abolished (16 September 2026)
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare Consolidation
Number of shares to be issued or disposed ofConsolidation of 4,400,000 common shares into 1 share
Total number of issued shares26,808,464 shares (after cancellation of treasury shares and before the consolidation) → 6 shares (after the consolidation)
Procedures under the Corporate Code of ConductEstablishment of an independent special committee and receipt of its opinion, receipt of a share valuation report from an independent third-party valuation institution, advice from independent legal and financial advisers, approval by all directors without conflicts of interest and an opinion from all audit and supervisory board members that they have no objection, securing an opportunity for other purchasers to make an offer, and setting a minimum number of shares to be purchased that satisfies the majority-of-minority requirement
Major shareholders after the offeringExpected to consist only of the tender offeror and ALSOK (ownership ratio: Not disclosed)
Effective date of the consolidation16 September 2026 (scheduled)
Treatment of fractional sharesThe fractional shares are expected to be sold to the tender offeror, with cash to be paid based on ¥3,730 per share, the same as the tender offer price
Delisting date14 September 2026 (scheduled)
Share unitExpected to be abolished (16 September 2026)
Items this document does not state (23)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingImpact on Business Performance

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.

To carry out the procedures for making the Company a wholly owned subsidiary and squeezing out minority shareholders by reducing the shares held by shareholders other than the tender offeror and ALSOK to fractions of less than 1 share, leaving the tender offeror and ALSOK as the Company's only shareholders. The share unit system will also be abolished because the total number of issued shares will become 6 and there will no longer be a need to specify a share unit.

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Notice of the Convocation of an Extraordinary General Meeting of Shareholders and the Consolidation of Shares, Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | Nippon Dry-Chemical CO.,LTD. (1909) timely disclosure | Komori