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

Receipt of an Acquisition Proposal from MTM Capital Co., Ltd. and the Company’s Views

CHIIKISHINBUNSHA CO.,LTD. received an acquisition proposal from MTM Capital株式会社 to purchase its shares in two stages. The Company has raised serious concerns about the proposal due to the unclear consideration and timing, suspected violations of laws and regulations, and other matters. It plans to consider the proposal after consulting its independent committee.

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This transaction

The acquisition
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.

Execution Date / Effective DateThe acquisition timing has not been specified
Consideration and expenses
Acquisition priceThe acquisition consideration and timing have not been specified
Procedures and assumptions
Special CommitteeThe Company has established an independent committee. The number and attributes of its members have not been disclosed
This transaction
ItemDetails
Transaction nameThe acquisition
Counterparty nameMTM Capital株式会社
Name of the Subject CompanyCHIIKISHINBUNSHA CO.,LTD.
Acquisition priceThe acquisition consideration and timing have not been specified
Voting rights ownership percentageBefore Total voting rights held by the shareholders subject to the second certification: at least 20% by 25 June 2026 → after First stage: within the range in which MTM's standalone ownership ratio of share certificates and other securities remains below 30%; second stage: additional acquisitions that would cause MTM's standalone ownership ratio of share certificates and other securities to exceed 30%
Execution Date / Effective DateThe acquisition timing has not been specified
Special CommitteeThe Company has established an independent committee. The number and attributes of its members have not been disclosed
Items this document does not state (25)
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 CompanyExpenses 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 DateValuation methodologyIndependent valuation institutionConditions Precedent to ExecutionManagement 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 the lack of clarity regarding the acquisition consideration and timing, raising doubts about the proposal's specificity; MTM's serious violations of the procedures set out in the Company's policy for responding to acquisitions; and doubts about the feasibility of the proposal, given the absence of any apparent track record of completing acquisitions of listed companies or enhancing corporate value. The Company also noted suspected violations of the mandatory tender offer rules and the large shareholding reporting system.

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Receipt of an Acquisition Proposal from MTM Capital Co., Ltd. and the Company’s Views | CHIIKISHINBUNSHA CO.,LTD. (2164) timely disclosure | Komori