Link and Motivation will make SELF a wholly owned subsidiary and has entered into a share exchange agreement under which it will deliver its common shares to SELF shareholders. The effective date is scheduled for 1 October 2026.
Share exchange under which SELF株式会社 will become a wholly owned subsidiary through the share exchange
Part of a series of transactions to make SELF a wholly owned subsidiary of the Company. The share exchange ratio was determined through discussions between the two companies based on the results of valuations by an independent third-party valuation institution and other factors. Using the Company's common shares as consideration will allow SELF shareholders to benefit from the enhancement of the Link and Motivation Group's corporate value over the medium to long term after the share exchange.
No material increase or decrease in the amounts of assets or liabilities related to this share exchange is expected compared with the most recent financial statements.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which SELF株式会社 will become a wholly owned subsidiary through the share exchange |
| Decision-Making Body | The boards of directors of Link and Motivation Inc. and SELF株式会社 |
| Decision Date | 9 September 2026 |
| Implementation Date | 1 October 2026 (scheduled; effective date of the share exchange) |
| Period Covered | The period from the contract execution date of 9 September 2026 through the effective date of 1 October 2026, and the period after the effective date following the share exchange |
| Amount | Value of SELF common shares: ¥75.52 per share; value of SELF Series A preferred shares: ¥520.52 per share; value of the Company's shares: ¥584.79 per share; total consideration for the acquisition of treasury shares: ¥2,753,268,496 |
| Quantity / scale | Common shares of the Company to be delivered in the share exchange: 1,077,299 shares; share exchange ratio: 0.1291419 common shares of the Company for each SELF common share and 0.8900962 common shares of the Company for each SELF Series A preferred share; treasury share acquisition: 4,088,000 common shares |
| Impact on Business Performance | No material increase or decrease in the amounts of assets or liabilities related to this share exchange is expected compared with the most recent financial statements. |
| Reason | Part of a series of transactions to make SELF a wholly owned subsidiary of the Company. The share exchange ratio was determined through discussions between the two companies based on the results of valuations by an independent third-party valuation institution and other factors. Using the Company's common shares as consideration will allow SELF shareholders to benefit from the enhancement of the Link and Motivation Group's corporate value over the medium to long term after the share exchange. |
| Governing Rule | Companies Act, Article 794, paragraph 1; Regulation for Enforcement of the Companies Act, Article 193; Companies Act, Article 768, paragraph 1; Companies Act, Article 783, paragraph 1; Companies Act, Article 795, paragraph 1; Companies Act, Article 796, paragraphs 2 and 3; Companies Act, Article 799, paragraph 1; Companies Act, Article 165, paragraph 3 and Article 156; Companies Act, Article 192, paragraph 1; Companies Act, Article 234; Regulation for Enforcement of the Companies Act, Article 39 |
| Future plans | SELF must seek shareholder approval for this agreement at a shareholders meeting by the day before the effective date of 1 October 2026. The Company will in principle implement the transaction without obtaining shareholder approval, but if approval becomes necessary under the Companies Act, it will seek shareholder approval by the day before the effective date. The share exchange is scheduled to take effect on 1 October 2026. |
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 transaction will be carried out as part of a series of transactions to make SELF a wholly owned subsidiary of the Company. The Company states that it determined that using its common shares as consideration was appropriate because SELF shareholders will remain shareholders of the Company after the share exchange and will be able to benefit from the enhancement of the Link and Motivation Group's corporate value over the medium to long term.