Decision by WORLD HOLDINGS CO.,LTD. to Make a Demand for Shares and Other Securities Related to the Company's Shares, Approval of the Demand for Shares and Other Securities, and Delisting of the Company's Shares
nms Holdings Corporation and WORLD HOLDINGS CO.,LTD., the Special Controlling Shareholder
The Company's common shares and the Tokyo Stock Exchange Standard Market
WORLD HOLDINGS CO.,LTD. came to own 90% or more of the voting rights in the Company as a result of the successful tender offer, with the aim of making the Company a wholly owned subsidiary
Related procedures
Demand for shares and other securities under Article 179 of the Companies Act; delisting procedures
Tokyo Stock Exchange, Inc.
¥540 per common share (consideration for the shares and other securities subject to the demand; total amount: Not disclosed)
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.
WORLD HOLDINGS CO.,LTD.: 18,145,111 of the Company's shares; voting rights ownership ratio of 94.50% (as of 30 July 2026)
Company response
The Special Committee (established on 4 March 2026; chair: Watanabe Masayuki (渡邉 雅之))
The Company's shares will be designated as securities to be delisted through 27 August 2026 and are scheduled to be delisted on 28 August 2026. The acquisition date is scheduled for 1 September 2026. The management policy and management structure following approval will be discussed and considered by the Company and the tender offeror.
| Item | Details |
|---|---|
| Event name | Decision by WORLD HOLDINGS CO.,LTD. to Make a Demand for Shares and Other Securities Related to the Company's Shares, Approval of the Demand for Shares and Other Securities, and Delisting of the Company's Shares |
| Date of occurrence | 30 July 2026 (date of the Company's Board of Directors' resolution approving the demand) |
| Date recognized / date notice received | 30 July 2026 (date on which notification of the demand for shares and other securities was received from the tender offeror) |
| Subject Entity | nms Holdings Corporation and WORLD HOLDINGS CO.,LTD., the Special Controlling Shareholder |
| Target Locations / Products | The Company's common shares and the Tokyo Stock Exchange Standard Market |
| Cause | WORLD HOLDINGS CO.,LTD. came to own 90% or more of the voting rights in the Company as a result of the successful tender offer, with the aim of making the Company a wholly owned subsidiary |
| Type of litigation or proceeding | Demand for shares and other securities under Article 179 of the Companies Act; delisting procedures |
| Court or authority | Tokyo Stock Exchange, Inc. |
| Date of filing / date of action | 30 July 2026 (date of the demand for shares and other securities and date of the Company's Board of Directors' approval resolution) |
| Claim amount / surcharge amount | ¥540 per common share (consideration for the shares and other securities subject to the demand; total amount: Not disclosed) |
| Investigation structure | The Special Committee (established on 4 March 2026; chair: Watanabe Masayuki (渡邉 雅之)) |
| Voting rights ownership percentage before the change | WORLD HOLDINGS CO.,LTD.: 18,145,111 of the Company's shares; voting rights ownership ratio of 94.50% (as of 30 July 2026) |
| Outlook | The Company's shares will be designated as securities to be delisted through 27 August 2026 and are scheduled to be delisted on 28 August 2026. The acquisition date is scheduled for 1 September 2026. The management policy and management structure following approval will be discussed and considered by the Company and the tender offeror. |
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 tender offeror holds 90% or more of the voting rights as a result of the successful tender offer and is proceeding with the transaction to make the Company a wholly owned subsidiary. The Company expects the transaction to strengthen credit support, stabilize its financial base, reduce the costs of maintaining its listing, and enable the more flexible implementation of management improvements and upfront investments.