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Statutory disclosure document1909Nippon Dry-Chemical CO.,LTD.Machinery

Statutory Prior Disclosure Document (Reverse Stock Split)

To squeeze out the minority shareholders remaining after the tender offer and make 日本ドライケミカル a wholly owned subsidiary, a proposal to consolidate 4,400,000 common shares into 1 share will be submitted to an extraordinary general meeting of shareholders. If approved, minority shareholders will be paid cash corresponding to their fractional shares, based on ¥3,730 per share, and the company is expected to be delisted.

Worth reading
84Important
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
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors meeting held on 24 July 2026 (resolved to submit the share consolidation proposal to an extraordinary general meeting of shareholders and to cancel treasury shares)

Advance disclosure matters concerning the share consolidation

Decision24 July 2026
Period CoveredFrom 16 September 2026 onward (effectiveness of the share consolidation)
Implementation16 September 2026 (scheduled effective date of the share consolidation)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 24 August 2026; delisting is scheduled for 14 September 2026; treasury shares are scheduled to be cancelled as of 15 September 2026; the share consolidation is scheduled to take effect on 16 September 2026; an application for court approval to sell the fractional shares is expected to be filed in late September 2026, the shares are expected to be sold to the tender offeror in late October 2026, and the sale proceeds are expected to be paid to shareholders in late December 2026
AmountThe proceeds from the sale of fractional shares will be equivalent to the amount calculated by multiplying the number of shares held as of 15 September 2026 by ¥3,730, the same as the tender offer price (the amount may change due to court approval or adjustments for fractional shares).
Quantity / scale4,400,000 common shares will be consolidated into 1 share; the total number of authorized shares will be 24 as of the effective date; the tender offeror holds 14,162,145 shares (ownership ratio: 52.81%); 1,918,784 treasury shares are scheduled to be cancelled as of 15 September 2026
Reason

To reduce the shares held by shareholders other than the tender offeror and ALSOK CO.,LTD. to fractional shares of less than 1 share, leaving the company with only those 2 shareholders. This is part of the transaction to make the company a wholly owned subsidiary and the related squeeze-out process.

Impact on Business Performance

No impact on financial results from the share consolidation itself is specified.

Decision and Details
ItemDetails
Matter CoveredAdvance disclosure matters concerning the share consolidation
Decision-Making BodyBoard of Directors meeting held on 24 July 2026 (resolved to submit the share consolidation proposal to an extraordinary general meeting of shareholders and to cancel treasury shares)
Decision Date24 July 2026
Implementation Date16 September 2026 (scheduled effective date of the share consolidation)
Period CoveredFrom 16 September 2026 onward (effectiveness of the share consolidation)
AmountThe proceeds from the sale of fractional shares will be equivalent to the amount calculated by multiplying the number of shares held as of 15 September 2026 by ¥3,730, the same as the tender offer price (the amount may change due to court approval or adjustments for fractional shares).
Quantity / scale4,400,000 common shares will be consolidated into 1 share; the total number of authorized shares will be 24 as of the effective date; the tender offeror holds 14,162,145 shares (ownership ratio: 52.81%); 1,918,784 treasury shares are scheduled to be cancelled as of 15 September 2026
Impact on Business PerformanceNo impact on financial results from the share consolidation itself is specified.
ReasonTo reduce the shares held by shareholders other than the tender offeror and ALSOK CO.,LTD. to fractional shares of less than 1 share, leaving the company with only those 2 shareholders. This is part of the transaction to make the company a wholly owned subsidiary and the related squeeze-out process.
Governing RuleCompanies Act, Articles 180, 182-2, paragraph 1, 182-4, 182-5, 234, paragraph 2, 235 and 178; Ordinance for Enforcement of the Companies Act, Article 33-9; Financial Instruments and Exchange Act, Article 27-2, paragraph 2; Order for Enforcement of the Financial Instruments and Exchange Act, Article 8, paragraph 1
Related previous disclosures13 May 2026, “Notice Concerning the Opinion on and Recommendation to Tender Shares in the Tender Offer for the Company’s Shares by TCG2511株式会社”; 30 June 2026, “Notice Concerning the Results of the Tender Offer for the Company’s Shares by TCG2511株式会社 and Changes in Parent Company, Major Shareholder and Major Shareholder Who Is the Largest Shareholder”
Future plansAn extraordinary general meeting of shareholders is scheduled for 24 August 2026; delisting is scheduled for 14 September 2026; treasury shares are scheduled to be cancelled as of 15 September 2026; the share consolidation is scheduled to take effect on 16 September 2026; an application for court approval to sell the fractional shares is expected to be filed in late September 2026, the shares are expected to be sold to the tender offeror in late October 2026, and the sale proceeds are expected to be paid to shareholders in late December 2026

The reasons the company gives

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

To leave TCG2511株式会社 and ALSOK CO.,LTD. as the only shareholders after the tender offer and make the company a wholly owned subsidiary. This share consolidation is part of the two-step acquisition and squeeze-out process for that purpose.

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Statutory Prior Disclosure Document (Reverse Stock Split) | Nippon Dry-Chemical CO.,LTD. (1909) timely disclosure | Komori