Worth reading
51Recurring
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
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Definitive
How definitive the wording is.This transaction
This issuance of new sharesCounterpartyBCP Asia AYM Holding (Cayman) L.P., TOHO HOLDINGS CO.,LTD., Hisamitsu Pharmaceutical Co., Inc.
Disclosing companyGNI Group Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationShares (common shares issued by the Company; part of the payment amount will consist of an in-kind contribution of a claim for payment of the transfer price)
Funding arrangementsIssuance of new shares through a third-party allotment. Part of the claim held by the planned allottees against the Company for payment of the share transfer price will constitute the property contributed in kind.
Procedures and assumptions
Conditions Precedent to ExecutionEffectiveness of the securities registration statement under the Financial Instruments and Exchange Act, and the acquisition of approvals and permits from the relevant authorities under domestic and overseas competition laws and other applicable regulations, where required
| Item | Details |
|---|---|
| Transaction name | This issuance of new shares |
| Counterparty name | BCP Asia AYM Holding (Cayman) L.P., TOHO HOLDINGS CO.,LTD., Hisamitsu Pharmaceutical Co., Inc. |
| Name of the Subject Company | あゆみ製薬ホールディングス株式会社 |
| Type of Consideration | Shares (common shares issued by the Company; part of the payment amount will consist of an in-kind contribution of a claim for payment of the transfer price) |
| Funding arrangements | Issuance of new shares through a third-party allotment. Part of the claim held by the planned allottees against the Company for payment of the share transfer price will constitute the property contributed in kind. |
| Date of board resolution | 5 June 2026 |
| Contract Date | 5 June 2026 |
| Execution Date / Effective Date | 1 July 2026 (confirmed as the payment date) |
| Conditions Precedent to Execution | Effectiveness of the securities registration statement under the Financial Instruments and Exchange Act, and the acquisition of approvals and permits from the relevant authorities under domestic and overseas competition laws and other applicable regulations, where required |
Items this document does not state (23)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
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.This is because it has become certain that all conditions precedent to the issuance of the new shares, including the effectiveness of the securities registration statement and the acquisition of approvals and permits from the relevant authorities under domestic and overseas competition laws, where required, will be satisfied.
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