Decision and Details
Board of Directors of ｎｍｓホールディングス (8 directors, excluding Ono Ichiro (大野一郎))Approval of the demand for sale of shares, etc.
The transaction will provide credit support and stabilize the financial base through the creation of a wholly owned subsidiary of WORLD HOLDINGS CO.,LTD., reduce disclosure and IR-related workloads and the costs of maintaining a listing, and enable the flexible implementation of upfront investment and structural reforms. The company determined that the terms were fair and took minority shareholders' interests into consideration because the sale consideration was equal to the tender offer price and in light of the Special Committee's recommendation and other factors.
The transaction was determined to contribute to an increase in corporate value. The specific amount of its impact on financial results is Not disclosed. There is uncertainty regarding the specific means, timing and effects of realizing synergies.
| Item | Details |
|---|---|
| Matter Covered | Approval of the demand for sale of shares, etc. |
| Decision-Making Body | Board of Directors of ｎｍｓホールディングス (8 directors, excluding Ono Ichiro (大野一郎)) |
| Decision Date | 30 July 2026 |
| Implementation Date | 1 September 2026 (scheduled acquisition date) |
| Amount | Consideration for the shares subject to the demand for sale: ¥540 per share; total amount: Not disclosed |
| Quantity / scale | All common shares owned by the shareholders subject to the demand for sale; shares tendered in the tender offer: 11,825,411; minimum number of shares to be purchased: 6,480,800; shares owned by shareholders who agreed to tender: 5,044,900 (ownership ratio: 26.27%) |
| Impact on Business Performance | The transaction was determined to contribute to an increase in corporate value. The specific amount of its impact on financial results is Not disclosed. There is uncertainty regarding the specific means, timing and effects of realizing synergies. |
| Reason | The transaction will provide credit support and stabilize the financial base through the creation of a wholly owned subsidiary of WORLD HOLDINGS CO.,LTD., reduce disclosure and IR-related workloads and the costs of maintaining a listing, and enable the flexible implementation of upfront investment and structural reforms. The company determined that the terms were fair and took minority shareholders' interests into consideration because the sale consideration was equal to the tender offer price and in light of the Special Committee's recommendation and other factors. |
| Governing Rule | Article 179-5, Paragraph 1; Article 179-2, Paragraph 1; and Article 179-3, Paragraph 1 of the Companies Act; Article 33-5, Paragraph 1 and Article 33-7 of the Ordinance for Enforcement of the Companies Act; Article 441 of the Securities Listing Regulations; and the Guidelines for Fair M&A |
| Related previous disclosures | 29 May 2026: “Notice Concerning the Expression of an Opinion in Agreement with, and Neutrality Regarding Tendering in, the Tender Offer for Our Shares by WORLD HOLDINGS CO.,LTD., an Other Affiliated Company”; 19 March 2026: “Notice Concerning the Recording of an Extraordinary Loss, and Revisions to the Full-Year Earnings Forecast and Dividend Forecast for the Consolidated Fiscal Year Ending March 2026”; 19 December 2025: “Notice Concerning the Occurrence of a Loss at a Consolidated Subsidiary and Corrections to Past Annual Securities Reports and Other Documents”; 19 December 2025: “Notice Concerning a Change in Major Shareholders (予定)” and “Notice Concerning a Change in Other Affiliated Companies (予定)” |
| Future plans | WORLD HOLDINGS CO.,LTD. is scheduled to acquire the shares subject to the demand for sale on 1 September 2026. The sale consideration is scheduled to be delivered within a reasonable period after the acquisition date. |
Items this document does not state (1)
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 transaction is expected to provide credit support and stabilize the financial base through the creation of a wholly owned subsidiary of WORLD HOLDINGS CO.,LTD., reduce disclosure and IR burdens and the costs of maintaining a listing through delisting, and make it easier to pursue upfront investment and structural reforms from a medium- to long-term perspective. In approving the transaction, the company determined that the terms were fair and took minority shareholders' interests into consideration, based on the fact that the sale consideration was equal to the tender offer price, as well as the Special Committee's recommendation and the status of funding.