Decision and Details
The company's board of directors meeting held on 27 April 2026 (resolution to submit the matter to an extraordinary general meeting of shareholders)Advance disclosure matters concerning the share consolidation
As the second-stage acquisition procedure following the tender offer, to make 湯沢 and the tender offeror the company's only shareholders and take the company's shares private.
The disclosure states that taking the company private would make it possible to reduce fixed costs, including audit fees, expenses for operating general meetings of shareholders, and administrative outsourcing fees paid to the shareholder registry administrator. The amount of any other impact on financial results is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | The company's board of directors meeting held on 27 April 2026 (resolution to submit the matter to an extraordinary general meeting of shareholders) |
| Decision Date | 27 April 2026 |
| Implementation Date | 22 June 2026 (effective date, scheduled) |
| Period Covered | On and after 22 June 2026 (effectiveness of the share consolidation) |
| Amount | The amount equivalent to the number of shares held as of 19 June 2026 multiplied by ¥4,050 per share, equal to the tender offer price, following the treatment of fractional shares (scheduled) |
| Quantity / scale | Consolidation of 2,306,800 shares into 1 share; total number of authorized shares of 20 as of the effective date; 2,576,618 treasury shares scheduled to be cancelled on 19 June 2026 |
| Impact on Business Performance | The disclosure states that taking the company private would make it possible to reduce fixed costs, including audit fees, expenses for operating general meetings of shareholders, and administrative outsourcing fees paid to the shareholder registry administrator. The amount of any other impact on financial results is not disclosed. |
| Reason | As the second-stage acquisition procedure following the tender offer, to make 湯沢 and the tender offeror the company's only shareholders and take the company's shares private. |
| Governing Rule | Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2; Article 235, paragraphs 1 and 2; and Article 234, paragraph 2 of the Companies Act |
| Related previous disclosures | "Notice Regarding the Expression of an Opinion in Favor of and a Neutral Position on Tendering in the Tender Offer for the Company's Shares by 株式会社レノ," dated 25 February 2026; "Notice Regarding the Results of the Tender Offer for the Company's Shares by 株式会社レノ and Changes in the Parent Company, the Largest Major Shareholder among Major Shareholders, and Major Shareholders," dated 9 April 2026; "Summary of Consolidated Financial Results for the Nine Months Ended March 2026 under Japanese GAAP (Non-Consolidated)," dated 29 January 2026 |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 1 June 2026. The company is scheduled to be delisted on 18 June 2026 and to cancel its treasury shares on 19 June 2026. Around early July 2026, the company plans to apply to the court for permission to sell the fractional shares, sell them to 株式会社レノ from around late July onward, and distribute the sale proceeds to shareholders from around mid-September 2026 onward. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As part of the transaction, to make 湯沢株式会社 and 株式会社レノ the company's only shareholders and take the company's shares private.