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M&A and Subsidiary Changes2164CHIIKISHINBUNSHA CO.,LTD.Information and Communications, Services and Others

Regarding the advance notice from MTM Capital株式会社 concerning its acquisition proposal for our company

Following MTM Capital's announcement that it plans to make an acquisition proposal around mid-to-late August 2026, the Company stated that it would proceed with the procedures for activating the defensive measures already resolved upon, regardless of whether a proposal is made or a letter of intent is submitted. The Company also pointed to suspected violations of the Financial Instruments and Exchange Act and other issues concerning MTM's advance notice.

Worth reading
17Immaterial
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
30.95
Voting rights ratio
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This acquisition proposal
CounterpartyMTM Capital株式会社
Disclosing companyCHIIKISHINBUNSHA CO.,LTD.
CHIIKISHINBUNSHA CO.,LTD.Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Procedures and assumptions
Special CommitteeAn independent committee has been established, and the Company resolved to activate the defensive measures while giving maximum respect to its recommendation. The number and attributes of the committee members are not disclosed
Conditions Precedent to ExecutionIf an acquisition proposal is actually made, a letter of intent prescribed under the Company's response policy must be submitted. The document also states that if the shares are held together with specially related parties in excess of 30% of total voting rights, the shares must be purchased through a tender offer.
This transaction
ItemDetails
Transaction nameThis acquisition proposal
Counterparty nameMTM Capital株式会社
Name of the Subject CompanyCHIIKISHINBUNSHA CO.,LTD.
Voting rights ownership percentageAfter 30.95% (the percentage the Company determined was held by MTM and persons acting jointly and in concert as of 25 June 2026) (before not disclosed)
Special CommitteeAn independent committee has been established, and the Company resolved to activate the defensive measures while giving maximum respect to its recommendation. The number and attributes of the committee members are not disclosed
Conditions Precedent to ExecutionIf an acquisition proposal is actually made, a letter of intent prescribed under the Company's response policy must be submitted. The document also states that if the shares are held together with specially related parties in excess of 30% of total voting rights, the shares must be purchased through a tender offer.
Items this document does not state (26)
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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionManagement 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.

The Company cited as grounds that MTM had committed a serious violation by disregarding the Company's publicly announced policy for responding to the acquisition, that the advance notice raises questions in relation to the Financial Instruments and Exchange Act, and that the description of expenses related to responding to a wolf pack could damage the Company's credibility.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Regarding the advance notice from MTM Capital株式会社 concerning its acquisition proposal for our company | CHIIKISHINBUNSHA CO.,LTD. (2164) timely disclosure | Komori