Worth reading
44Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
20000000
Reverse stock split ratio for common shares (20,000,000 shares: 1 share)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Reverse stock split (privatization of common shares)
発行・処分する株式数42,568,527Shares
Reduction of 42,568,527 common shares
Intended allottee
AEON CO.,LTD. (the sole shareholder after the reverse stock split)
Offering structure
Major shareholders after the offering
Name イオン株式会社 / Shareholding ratio Sole shareholder after the reverse stock split (100% expected)
Basis for determining the amount to be paid
The expected amount to be paid for fractional shares is ¥300 per share. This represents a 4.53% premium to the closing price of ¥287 on 7 April 2026, a 6.38% premium to the average price of ¥282 over the most recent 1 month, a 4.17% premium to the average price of ¥288 over the most recent 3 months and a 4.53% premium to the average price of ¥287 over the most recent 6 months. The valuation range under the market price average method was ¥282–¥288, and the DCF valuation range was ¥189–¥386.
Procedures under the Corporate Code of Conduct
The Company established a special committee comprising independent outside directors and outside Audit & Supervisory Board Members, and obtained a share valuation report and fairness opinion from Maxus, an independent third-party valuation institution. It appointed an independent law firm and financial adviser. All directors without an interest in the transaction approved the proposal, and the Audit & Supervisory Board Members raised no objection. Approval at a general meeting of shareholders and a class meeting of shareholders is planned.
Most recent equity financing
13 December 2021: Third-party allotment of A-class shares; ¥5 billion raised, 13 December 2024: Third-party allotment of B-class shares; ¥6.5 billion raised and ¥1.3 billion in financial support provided
Impact on Business Performance
The Company expects the reverse stock split to reduce the costs of maintaining its listing and enable more effective use of management resources. No specific amount of impact on earnings has been disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Reverse stock split (privatization of common shares) |
| Number of shares to be issued or disposed of | Reduction of 42,568,527 common shares |
| Intended allottee | AEON CO.,LTD. (the sole shareholder after the reverse stock split) |
| Total number of issued shares | 42,568,644 shares (comprising 42,568,529 common shares, 50 Class A shares and 65 Class B shares) → 117 shares (including 2 common shares, 50 A-class shares and 65 B-class shares)（Approximately 99.9997% decrease (based on common shares)） |
| Basis for determining the amount to be paid | The expected amount to be paid for fractional shares is ¥300 per share. This represents a 4.53% premium to the closing price of ¥287 on 7 April 2026, a 6.38% premium to the average price of ¥282 over the most recent 1 month, a 4.17% premium to the average price of ¥288 over the most recent 3 months and a 4.53% premium to the average price of ¥287 over the most recent 6 months. The valuation range under the market price average method was ¥282–¥288, and the DCF valuation range was ¥189–¥386. |
| Procedures under the Corporate Code of Conduct | The Company established a special committee comprising independent outside directors and outside Audit & Supervisory Board Members, and obtained a share valuation report and fairness opinion from Maxus, an independent third-party valuation institution. It appointed an independent law firm and financial adviser. All directors without an interest in the transaction approved the proposal, and the Audit & Supervisory Board Members raised no objection. Approval at a general meeting of shareholders and a class meeting of shareholders is planned. |
| Most recent equity financing | 13 December 2021: Third-party allotment of A-class shares; ¥5 billion raised, 13 December 2024: Third-party allotment of B-class shares; ¥6.5 billion raised and ¥1.3 billion in financial support provided |
| Major shareholders after the offering | Name イオン株式会社 / Shareholding ratio Sole shareholder after the reverse stock split (100% expected) |
| Impact on Business Performance | The Company expects the reverse stock split to reduce the costs of maintaining its listing and enable more effective use of management resources. No specific amount of impact on earnings has been disclosed. |
Items this document does not state (19)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateExercise 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 underwriterOverallotmentStock Split Ratio
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 accelerate decision-making through making the Company a wholly owned subsidiary of AEON CO.,LTD., advance collaboration with the AEON Group and the integration of management resources and expertise, support the renewed growth of the footwear business, reform the cost structure and enhance corporate value. In addition, while the Company is in breach of the listing maintenance criteria, the transaction will provide general shareholders with an opportunity to sell their shares at a premium to the market price and avoid the risk of delisting.
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