Worth reading
26Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
2306800
Share consolidation into 1 share for every [unspecified number] sharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Share consolidation
発行・処分する株式数
Consolidation at a ratio of 1 common share for every 2,306,800 common shares
Offering structure
Major shareholders after the offering
Expected to consist solely of 株式会社レノ and 湯沢株式会社 (ownership ratios: Not disclosed)
Stock Split RatioNot applicable because this is a share consolidation
Procedures under the Corporate Code of Conduct
Establishment of a special committee consisting of 3 independent outside directors and receipt of its opinion report; receipt of a share valuation report from an independent third-party valuation institution; advice from an independent law firm; approval by all directors without conflicts of interest; and implementation of a bidding process
Impact on Business Performance
The specific monetary impact of this transaction on results is Not disclosed. The Company expects that the take-private will enable it to reduce fixed costs, including audit fees, expenses for operating general meetings of shareholders, and administrative outsourcing fees paid to the shareholder registry administrator.
| Item | Details |
|---|---|
| Type of issuance or disposal | Share consolidation |
| Number of shares to be issued or disposed of | Consolidation at a ratio of 1 common share for every 2,306,800 common shares |
| Total number of issued shares | 13,923,382 shares (after cancellation of treasury shares and before the consolidation takes effect) → 5 shares (after the consolidation takes effect)（Decrease of approximately 99.99996%） |
| Stock Split Ratio | Not applicable because this is a share consolidation |
| Procedures under the Corporate Code of Conduct | Establishment of a special committee consisting of 3 independent outside directors and receipt of its opinion report; receipt of a share valuation report from an independent third-party valuation institution; advice from an independent law firm; approval by all directors without conflicts of interest; and implementation of a bidding process |
| Major shareholders after the offering | Expected to consist solely of 株式会社レノ and 湯沢株式会社 (ownership ratios: Not disclosed) |
| Impact on Business Performance | The specific monetary impact of this transaction on results is Not disclosed. The Company expects that the take-private will enable it to reduce fixed costs, including audit fees, expenses for operating general meetings of shareholders, and administrative outsourcing fees paid to the shareholder registry administrator. |
Items this document does not state (21)
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 paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer 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.As the tender offeror was unable to acquire all of the shares through the tender offer, the transaction will be carried out as part of a take-private process under which the Company's only shareholders will be the tender offeror and 湯沢株式会社. Following the take-private, Tsumura will serve as a business partner, with the Company seeking to enhance corporate value by concentrating management resources on the Yomeishu-related business and generating synergies in sales, research and development, and costs.
How to read this page
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