Decision and Details
The Company's Board of Directors (resolved to submit the proposal to an extraordinary general meeting of shareholders)Prior disclosure document concerning the share consolidation
Following the tender offer by KINDEN CORPORATION, to make the tender offeror and Mitsubishi Electric the Company's only shareholders and ultimately make the Company a wholly owned subsidiary of KINDEN CORPORATION.
The consideration for the purchase of treasury shares is expected to be funded by financing provided by the tender offeror, and the reduction in the Company's funds is not expected to adversely affect the conduct of its business. The disadvantages of taking the Company private are considered limited.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document concerning the share consolidation |
| Decision-Making Body | The Company's Board of Directors (resolved to submit the proposal to an extraordinary general meeting of shareholders) |
| Decision Date | 29 July 2026 |
| Implementation Date | 29 September 2026 (scheduled; effective date of the share consolidation) |
| Period Covered | The period following the effective date of 29 September 2026 during which the share consolidation remains effective |
| Amount | Tender offer price: ¥11,501 per share; purchase price for treasury shares: ¥8,058 per share before the share consolidation; proceeds from the sale of fractional shares: equivalent to ¥11,501 per share |
| Quantity / scale | 747,603 shares consolidated into 1 share; total number of authorized shares on the effective date: 40 shares; 236,560 treasury shares scheduled to be cancelled as of 28 September 2026; total number of issued shares after the cancellation: 8,733,440 shares |
| Impact on Business Performance | The consideration for the purchase of treasury shares is expected to be funded by financing provided by the tender offeror, and the reduction in the Company's funds is not expected to adversely affect the conduct of its business. The disadvantages of taking the Company private are considered limited. |
| Reason | Following the tender offer by KINDEN CORPORATION, to make the tender offeror and Mitsubishi Electric the Company's only shareholders and ultimately make the Company a wholly owned subsidiary of KINDEN CORPORATION. |
| Governing Rule | Articles 180, 182-2, paragraph 1, 234, paragraph 2, and 235 of the Companies Act; Article 33-9 of the Regulation for Enforcement of the Companies Act; Articles 447, paragraph 1, and 448, paragraph 1, of the Companies Act; and the provisions of the Corporation Tax Act concerning the exclusion of deemed dividends from taxable income |
| Related previous disclosures | “Notice Regarding the Issuance of an Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by KINDEN CORPORATION,” dated 25 May 2026; “Notice Regarding the Results of the Tender Offer for the Company's Shares by KINDEN CORPORATION and Changes in Major Shareholders and Other Affiliated Companies,” dated 7 July 2026; and “Notice Regarding the Revision of the Dividend Forecast for the Fiscal Year Ending March 2027 (No Dividend),” dated 25 May 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled to be held on 25 August 2026. Subject to approval, 236,560 treasury shares are scheduled to be cancelled on 28 September 2026, the share consolidation is scheduled to take effect on 29 September 2026, and the Company is scheduled to be delisted on 25 September 2026. The Company plans to apply to the court for permission to sell the fractional shares between early and mid-October 2026, sell them to KINDEN CORPORATION around mid-October, and distribute the sale proceeds to shareholders around late December. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Following the tender offer by KINDEN CORPORATION, to make the Company its wholly owned subsidiary and take the Company private.