Decision and Details
Written resolution deemed to have been passed in lieu of a shareholders' meeting of 明和製作所; テンポスホールディングス did not obtain shareholder approval because the transaction was a simplified share exchangePost-event disclosure document concerning the share exchange (this share exchange)
Disclosure pursuant to Article 791, Paragraph 1, Item 2 and Article 801, Paragraph 3, Item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act; テンポスホールディングス conducted a simplified share exchange, and 明和製作所 obtained approval by a written resolution deemed to have been passed
| Item | Details |
|---|---|
| Matter Covered | Post-event disclosure document concerning the share exchange (this share exchange) |
| Decision-Making Body | Written resolution deemed to have been passed in lieu of a shareholders' meeting of 明和製作所; テンポスホールディングス did not obtain shareholder approval because the transaction was a simplified share exchange |
| Decision Date | 13 May 2026 (approval by 明和製作所 of the share exchange agreement); 27 April 2026 (execution of the share exchange agreement) |
| Implementation Date | 20 May 2026 (effective date; completed) |
| Quantity / scale | Acquisition of 6,000 ordinary shares of 明和製作所; 9.6963 ordinary shares of テンポスホールディングス allotted and delivered for each ordinary share of 明和製作所 |
| Reason | Disclosure pursuant to Article 791, Paragraph 1, Item 2 and Article 801, Paragraph 3, Item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act; テンポスホールディングス conducted a simplified share exchange, and 明和製作所 obtained approval by a written resolution deemed to have been passed |
| Governing Rule | Article 791, Paragraph 1, Item 2; Article 801, Paragraph 3, Item 3; Article 784-2; Article 785; Article 787; Article 789; Article 796, Paragraph 2; Article 795, Paragraph 1; Article 797; Article 799; and Article 319, Paragraph 1 of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | Share exchange agreement dated 27 April 2026 |
Items this document does not state (4)
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.This is a post-event disclosure made pursuant to Article 791, Paragraph 1, Item 2 and Article 801, Paragraph 3, Item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act. テンポスホールディングス states that, because this was a simplified share exchange, it did not obtain shareholder approval, while 明和製作所 obtained approval by a written resolution deemed to have been passed.