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Acquisition of the Series 12-A New Share Subscription RightsCounterpartyMTM Capital株式会社, オプションハウス株式会社, 合同会社トレーディングワン, Yagi Keisuke (八木圭介), チョイズ株式会社, 株式会社ビー・アール・ビーパートナーズ, Sagara Kenji (相良健志), Japan Securities Finance Co.,Ltd., Financial instrument business operators engaged in Type I Financial Instruments Business that handle margin transactions, Other shareholders (general shareholders)
Disclosing companyCHIIKISHINBUNSHA CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationShares and new share subscription rights (the company's common shares for general shareholders and Series 12-B New Share Subscription Rights for ineligible persons and others)
Procedures and assumptions
Special CommitteeEstablished. The Independent Committee has 3 members (1 full-time Audit & Supervisory Board member of the company and 2 outside Audit & Supervisory Board members of the company).
Conditions Precedent to ExecutionAfter the shareholders eligible for the allocation of the Series 12-A New Share Subscription Rights have been determined, the specific holders of new share subscription rights who fall under the category of ineligible persons and others must be identified. The Board of Directors will confirm that the conditions have been satisfied, giving maximum respect to the recommendation of the Independent Committee. If procedures are required under foreign laws and regulations, those procedures must be completed and the applicable conditions must be satisfied. Arrangements have also been established for the event that a proposal to activate the countermeasures is rejected at the annual general meeting of shareholders scheduled to be held around November 2026.
Management structure after acquisitionThe acquired Series 12-A New Share Subscription Rights are scheduled to be cancelled. The company name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of the Series 12-A New Share Subscription Rights |
| Counterparty name | MTM Capital株式会社, オプションハウス株式会社, 合同会社トレーディングワン, Yagi Keisuke (八木圭介), チョイズ株式会社, 株式会社ビー・アール・ビーパートナーズ, Sagara Kenji (相良健志), Japan Securities Finance Co.,Ltd., Financial instrument business operators engaged in Type I Financial Instruments Business that handle margin transactions, Other shareholders (general shareholders) |
| Type of Consideration | Shares and new share subscription rights (the company's common shares for general shareholders and Series 12-B New Share Subscription Rights for ineligible persons and others) |
| Date of board resolution | 12 August 2026 |
| Execution Date / Effective Date | 27 August 2026 (scheduled) |
| Special Committee | Established. The Independent Committee has 3 members (1 full-time Audit & Supervisory Board member of the company and 2 outside Audit & Supervisory Board members of the company). |
| Conditions Precedent to Execution | After the shareholders eligible for the allocation of the Series 12-A New Share Subscription Rights have been determined, the specific holders of new share subscription rights who fall under the category of ineligible persons and others must be identified. The Board of Directors will confirm that the conditions have been satisfied, giving maximum respect to the recommendation of the Independent Committee. If procedures are required under foreign laws and regulations, those procedures must be completed and the applicable conditions must be satisfied. Arrangements have also been established for the event that a proposal to activate the countermeasures is rejected at the annual general meeting of shareholders scheduled to be held around November 2026. |
| Management structure after acquisition | The acquired Series 12-A New Share Subscription Rights are scheduled to be cancelled. The company name, representative and treatment of employees: not disclosed |
Items this document does not state (24)
Name of the Subject CompanyBusiness 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 percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institution
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.Based on the unanimous recommendation of the Independent Committee, which was established to ensure the fairness and objectivity of decisions concerning the policy for responding to an acquisition, the company will exercise the acquisition provision that had already been established. The acquired Series 12-A New Share Subscription Rights are scheduled to be cancelled.
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