Decision and Details
The boards of directors of both companiesA share exchange under which the Company will become the wholly owning parent company and DVx Inc. will become the wholly owned subsidiary
The purpose is to integrate the management of the two companies on an equal footing. Based on the calculations by independent valuation institutions, advice from legal advisers and the results of due diligence, the companies determined that the share exchange ratio was appropriate and would serve the interests of their respective shareholders.
These documents do not state the specific amount of the impact of the share exchange on business performance.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which the Company will become the wholly owning parent company and DVx Inc. will become the wholly owned subsidiary |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 22 May 2026 |
| Implementation Date | 1 September 2026 (scheduled; subject to change as necessary) |
| Period Covered | The period for carrying out the share exchange procedures from the effective date until DVx Inc. becomes a wholly owned subsidiary of OLBA HEALTHCARE HOLDINGS |
| Amount | Increase in the stated capital of the wholly owning parent company: ¥0; increase in legal capital surplus: ¥0; DVx Inc. dividends of surplus: ¥525,047,800; OLBA HEALTHCARE HOLDINGS dividends of surplus: ¥494,378,240 |
| Quantity / scale | Share exchange ratio: 0.50 shares of OLBA HEALTHCARE HOLDINGS common stock for each share of DVx Inc. common stock; number of shares scheduled to be issued: 5,183,078 shares; final trading date for DVx Inc. shares: 27 August 2026; delisting date: 28 August 2026 |
| Impact on Business Performance | These documents do not state the specific amount of the impact of the share exchange on business performance. |
| Reason | The purpose is to integrate the management of the two companies on an equal footing. Based on the calculations by independent valuation institutions, advice from legal advisers and the results of due diligence, the companies determined that the share exchange ratio was appropriate and would serve the interests of their respective shareholders. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, paragraph 1, Article 234, Article 785, paragraph 1 and Article 459, paragraph 1 of the Companies Act |
| Future plans | The two companies will convene shareholder meetings by the day before the effective date and seek approval of this agreement and other matters. DVx Inc. plans to cancel its treasury shares by the day before the effective date. The final trading date is scheduled for 27 August 2026, the delisting for 28 August 2026 and the share exchange taking effect on 1 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.The purpose is to integrate the management of the two companies on an equal footing. The companies state that, based on the calculations by independent valuation institutions, advice from legal advisers and the results of due diligence, they determined that the share exchange ratio was appropriate and would serve the interests of their respective shareholders.