Komori
Share Issuance and Disposal2180SUNNY SIDE UP GROUP Inc.Information and Communications, Services and Others

Notice of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Provisions on the Number of Shares in a Trading Unit, and Partial Amendments to the Articles of Incorporation

To make the Company a wholly owned subsidiary of the tender offeror following the tender offer, a proposal will be submitted to the extraordinary general meeting of shareholders to consolidate 1,440,960 shares into 1 share, reducing the total number of issued shares to 10. In addition, the share unit system will be abolished and the Articles of Incorporation will be amended. The Company is scheduled to be delisted on 16 September 2026.

Worth reading
30Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
1440960
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share Consolidation

発行・処分する株式数

1,440,960 shares consolidated into 1 share

Terms of the stock acquisition rights
Exercise price
¥661 (stated as the exercise price for the Eighth Series Stock Acquisition Rights; amendment provision: Not disclosed)
Exercise period
From 1 October 2026 to 30 September 2029 (Eighth Series Stock Acquisition Rights)
Number of Stock Acquisition Rights
Total issued: Not disclosed; outstanding as of 13 May 2026: 1,061
Offering structure
Major shareholders after the offering
株式会社アカツキ and 株式会社ネクストフィールド are expected to be the only major shareholders. Shareholding ratio: Not disclosed.
Stock Split Ratio1,440,960 shares consolidated into 1 share. Effective date: 18 September 2026 (scheduled)
Procedures under the Corporate Code of Conduct
An independent special committee comprising 3 members was established and an opinion report was obtained. Advice was obtained from the independent third-party valuation firm EY Strategy and Consulting Co., Ltd. and a law firm. All 4 directors without conflicts of interest approved the transaction.
Impact on Business Performance
Through this share consolidation and the subsequent share exchange and other transactions, the parties aim to leverage the management resources of the tender offeror group and the Company group, expand both companies' business foundations and enhance corporate value over the medium to long term. The specific financial impact is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare Consolidation
Number of shares to be issued or disposed of1,440,960 shares consolidated into 1 share
Total number of issued shares14,811,344 shares (before the effective date) → 10 shares (after the effective date)
Exercise price¥661 (stated as the exercise price for the Eighth Series Stock Acquisition Rights; amendment provision: Not disclosed)
Exercise periodFrom 1 October 2026 to 30 September 2029 (Eighth Series Stock Acquisition Rights)
Number of Stock Acquisition RightsTotal issued: Not disclosed; outstanding as of 13 May 2026: 1,061
Stock Split Ratio1,440,960 shares consolidated into 1 share. Effective date: 18 September 2026 (scheduled)
Procedures under the Corporate Code of ConductAn independent special committee comprising 3 members was established and an opinion report was obtained. Advice was obtained from the independent third-party valuation firm EY Strategy and Consulting Co., Ltd. and a law firm. All 4 directors without conflicts of interest approved the transaction.
Major shareholders after the offering株式会社アカツキ and 株式会社ネクストフィールド are expected to be the only major shareholders. Shareholding ratio: Not disclosed.
Impact on Business PerformanceThrough this share consolidation and the subsequent share exchange and other transactions, the parties aim to leverage the management resources of the tender offeror group and the Company group, expand both companies' business foundations and enhance corporate value over the medium to long term. The specific financial impact is Not disclosed.
Items this document does not state (18)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateBasis for determining the amount to be paidTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financing

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.

To make the tender offeror and NF the only shareholders of the Company and make the Company a wholly owned subsidiary of the tender offeror. Through the transaction, the parties aim to mutually leverage their management resources and enhance corporate value over the medium to long term. The share unit system will be abolished because the total number of issued shares after the consolidation will be 10, eliminating the need to establish a share unit size.

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.
Notice of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Provisions on the Number of Shares in a Trading Unit, and Partial Amendments to the Articles of Incorporation | SUNNY SIDE UP GROUP Inc. (2180) timely disclosure | Komori