Decision and Details
The Company's Board of DirectorsShare consolidation (the share consolidation)
To make the tender offeror and NF the company's only shareholders and take the company private as a wholly owned subsidiary. The transaction is intended to accelerate growth investment, combine know-how in the IP business, and rebuild the company's competitive advantage in the digital and technology fields.
The impact of the share consolidation itself on business performance is not disclosed. The company explains that taking the company private will make equity financing unavailable and eliminate the benefits of being a listed company, while enabling funding and other support from the tender offeror.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation (the share consolidation) |
| Decision-Making Body | The Company's Board of Directors |
| Decision Date | 17 July 2026 (resolution to submit the share consolidation proposal); 6 August 2026 (date of preparation of the prior disclosure document) |
| Implementation Date | 18 September 2026 (scheduled effective date) |
| Amount | Proceeds from the sale of fractional shares: an amount calculated by multiplying the number of the company's shares by ¥1,320 per share; purchase price for the new share acquisition rights: ¥65,900 per right |
| Quantity / scale | 1,440,960 of the company's shares will be consolidated into 1 share; the total number of authorized shares as of the effective date will be 40; 386,256 treasury shares are scheduled to be canceled as of 17 September 2026 |
| Impact on Business Performance | The impact of the share consolidation itself on business performance is not disclosed. The company explains that taking the company private will make equity financing unavailable and eliminate the benefits of being a listed company, while enabling funding and other support from the tender offeror. |
| Reason | To make the tender offeror and NF the company's only shareholders and take the company private as a wholly owned subsidiary. The transaction is intended to accelerate growth investment, combine know-how in the IP business, and rebuild the company's competitive advantage in the digital and technology fields. |
| Governing Rule | Article 180, paragraph 2; Article 182-2, paragraph 1; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 235; Article 234, paragraph 2 of the Companies Act; Article 27-2, paragraph 3 of the Financial Instruments and Exchange Act; and Article 441 of the Securities Listing Regulations |
| Related previous disclosures | 13 May 2026: “Notice of Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Share Certificates, etc. by Akatsuki Inc. for the Purpose of Integrating Its Management with the Company”; 25 June 2026: “Notice of the Results of the Tender Offer for the Company's Share Certificates, etc. by Akatsuki Inc. for the Purpose of Integrating Its Management with the Company and Changes in the Parent Company and Major Shareholder, the Largest Shareholder” |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 28 August 2026. Subject to approval, the share consolidation is scheduled to take effect on 18 September 2026. The company is scheduled to be delisted on 16 September 2026. Around late September 2026, the company plans to apply to the court for permission to sell the fractional shares, sell them to the tender offeror around late October to early November 2026, and distribute the sale proceeds to shareholders around late December 2026. The company plans to cancel 386,256 treasury shares as of 17 September 2026. |
Items this document does not state (1)
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.As the tender offeror did not acquire all of the company's shares through the tender offer, this will be carried out as the second-stage procedure of the transaction to make the tender offeror and NF the company's only shareholders and take the company private as a wholly owned subsidiary. The company explains that accelerating growth investment backed by the tender offeror's financial resources, combining know-how in the IP business, and rebuilding its competitive advantage in the digital and technology fields will contribute to enhancing corporate value.